EXHIBIT 2.1
Master Separation and Distribution Agreement

Between

Hewlett-Packard Company

and

Agilent Technologies, Inc.

Effective As Of

August 12, 1999

TABLE OF CONTENTS

                                                                                                                      Page
                                                                                                                      ----
ARTICLE I SEPARATION................................................................................................    2
         Section 1.1       Separation Date..........................................................................    2
         Section 1.2       Closing of Transactions..................................................................    2
         Section 1.3       Exchange of Secretary's Certificates.....................................................    2

ARTICLE II DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE...............................................    2
         Section 2.1       Documents to Be Delivered By HP..........................................................    2
         Section 2.2       Cash to be Transferred by HP.............................................................    3
         Section 2.3       Documents to Be Delivered by Agilent.....................................................    4

ARTICLE III THE IPO AND ACTIONS PENDING THE IPO.....................................................................    5
         Section 3.1       Transactions Prior to the IPO............................................................    5
         Section 3.2       Proceeds of the IPO......................................................................    5
         Section 3.3       Cooperation..............................................................................    5
         Section 3.4       Conditions Precedent to Consummation of the IPO..........................................    6

ARTICLE IV THE DISTRIBUTION.........................................................................................    7
         Section 4.1       The Distribution.........................................................................    7
         Section 4.2       Actions Prior To The Distribution........................................................    7
         Section 4.3       Sole Discretion of HP....................................................................    8
         Section 4.4       Conditions To Distribution...............................................................    8
         Section 4.5       Fractional Shares........................................................................    9

ARTICLE V COVENANTS AND OTHER MATTERS...............................................................................    9
         Section 5.1       Other Agreements.........................................................................    9
         Section 5.2       Further Instruments......................................................................    9
         Section 5.3       Additional Service Level Agreements......................................................   10
         Section 5.4       Agreement For Exchange of Information....................................................   10
         Section 5.5       Auditors and Audits; Annual and Quarterly Statements and Accounting......................   12
         Section 5.6       Consistency with Past Practices..........................................................   13
         Section 5.7       Payment of Expenses......................................................................   13
         Section 5.8       Foreign Subsidiaries.....................................................................   14
         Section 5.9       Dispute Resolution.......................................................................   14
         Section 5.10      Governmental Approvals...................................................................   15
         Section 5.11      No Representation or Warranty............................................................   15
         Section 5.12      Non-Solicitation of Employees............................................................   15
         Section 5.13      Employee Agreements......................................................................   16
         Section 5.14      Cooperation in Obtaining New Agreements..................................................   17
         Section 5.15      Property Damage to Agilent Assets Prior to the Separation Date...........................   17

TABLE OF CONTENTS
(continued)

                                                                                                                      Page
                                                                                                                      ----
ARTICLE VI MISCELLANEOUS............................................................................................   18
         Section 6.1       Limitation of Liability..................................................................   18
         Section 6.2       Entire Agreement.........................................................................   18
         Section 6.3       Governing Law............................................................................   18
         Section 6.4       Termination..............................................................................   18
         Section 6.5       Notices..................................................................................   18
         Section 6.6       Counterparts.............................................................................   19
         Section 6.7       Binding Effect; Assignment...............................................................   19
         Section 6.8       Severability.............................................................................   19
         Section 6.9       Failure or Indulgence Not Waiver; Remedies Cumulative....................................   19
         Section 6.10      Amendment................................................................................   19
         Section 6.11      Authority................................................................................   19
         Section 6.12      Interpretation...........................................................................   19
         Section 6.13      Conflicting Agreements...................................................................   20

ARTICLE VII DEFINITIONS.............................................................................................   20
         Section 7.1       Affiliated Company.......................................................................   20
         Section 7.2       Agilent Assets...........................................................................   20
         Section 7.3       Agilent Business.........................................................................   20
         Section 7.4       Agilent Group............................................................................   20
         Section 7.5       Agilent Pro Forma Balance Sheet..........................................................   20
         Section 7.6       Agilent's Auditors.......................................................................   20
         Section 7.7       Ancillary Agreements.....................................................................   20
         Section 7.8       Assignment Agreement.....................................................................   21
         Section 7.9       Business Day.............................................................................   21
         Section 7.10      Code.....................................................................................   21
         Section 7.11      Commission...............................................................................   21
         Section 7.12      Disputes.................................................................................   21
         Section 7.13      Distribution.............................................................................   21
         Section 7.14      Distribution Agent.......................................................................   21
         Section 7.15      Distribution Date........................................................................   21
         Section 7.16      Employee Agreement.......................................................................   21
         Section 7.17      Exchange Act.............................................................................   21
         Section 7.18      Governmental Approvals...................................................................   21
         Section 7.19      Governmental Authority...................................................................   21
         Section 7.20      HP Business..............................................................................   21
         Section 7.21      HP Group.................................................................................   21
         Section 7.22      HP's Auditors............................................................................   21
         Section 7.23      Information..............................................................................   22
         Section 7.24      IPO......................................................................................   22
         Section 7.25      IPO Closing Date.........................................................................   22

TABLE OF CONTENTS
(continued)

                                                                                                             Page
                                                                                                             ----
Section 7.26      IPO Net Proceeds.........................................................................   22
Section 7.27      IPO Over-allotment Option................................................................   22
Section 7.28      IPO Registration Statement...............................................................   22
Section 7.29      Nasdaq...................................................................................   22
Section 7.30      Non-US Plan..............................................................................   22
Section 7.31      NYSE.....................................................................................   22
Section 7.32      Person...................................................................................   22
Section 7.33      Prime Rate...............................................................................   22
Section 7.34      Record Date..............................................................................   22
Section 7.35      Retained Payables........................................................................   22
Section 7.36      Retained Receivables.....................................................................   23
Section 7.37      Separation...............................................................................   23
Section 7.38      Separation Date..........................................................................   23
Section 7.39      Subsidiary...............................................................................   23
Section 7.40      Underwriters.............................................................................   23
Section 7.41      Underwriting Agreement...................................................................   23
Section 7.42      WSGR.....................................................................................   23

Exhibit A         Certificate of Secretary of HP

Exhibit B         Certificate of Secretary of Agilent

Exhibit C         General Assignment and Assumption Agreement

Exhibit D-1       Master Technology Ownership and License Agreement

Exhibit D-2       Master Patent Ownership and License Agreement

Exhibit D-3       Master Trademark Ownership and License Agreement

Exhibit D-4       ICBD Technology Ownership and License Agreement

Exhibit E         Employee Matters Agreement

Exhibit F         Tax Sharing Agreement

Exhibit G         Master IT Service Level Agreement

Exhibit H         Real Estate Agreement

Exhibit I         Environmental Matters Agreement

Exhibit J         Master Confidential Disclosure Agreement

Exhibit K         Indemnification and Insurance Matters Agreement

Exhibit L         Intentionally Omitted

Exhibit M         Reorganization of Operations Outside the US (the Non-US Plan)

Schedule 2.1(b)            Subsidiaries of HP to be Transferred to Agilent

Schedule 2.2(b)            Cash Held in Subsidiaries

Schedule 7.1(a)            Affiliated Companies of HP to be Included in the HP
                           Group

Schedule 7.1(b)            Affiliated Companies of Agilent to be Included in the
                           Agilent Group

MASTER SEPARATION AND DISTRIBUTION AGREEMENT

This Master Separation and Distribution Agreement (this "Agreement") is entered into as of August 12, 1999, between Hewlett-Packard Company ("HP"), a Delaware corporation, and Agilent Technologies, Inc. ("Agilent"), a Delaware corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VII hereof.

RECITALS

WHEREAS, the Boards of Directors of HP and Agilent have each determined that it would be appropriate and desirable for HP to contribute and transfer to Agilent, and for Agilent to receive and assume, directly or indirectly, substantially all of the assets and liabilities currently associated with the Agilent Business and the stock, investments or similar interests currently held by HP in subsidiaries and other entities that conduct such business (the "Separation");

WHEREAS, HP has caused Agilent to be incorporated in order to effect the Separation and HP currently owns all of the issued and outstanding common stock of Agilent;

WHEREAS, HP and Agilent currently contemplate that, following the contribution and assumption of assets and liabilities, Agilent will make an initial public offering ("IPO") of an amount of its common stock pursuant to a registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended (the "IPO Registration Statement"), that will reduce HP's ownership of Agilent to not less than 80.1%;

WHEREAS, Agilent intends to distribute all of the proceeds of the IPO (including the proceeds from the sale of shares pursuant to the exercise of the Underwriters' over-allotment option (the "IPO Over-allotment Option")), net of underwriting discounts and commissions (the "IPO Net Proceeds") to HP by means of a dividend declared prior to the IPO, which IPO Net Proceeds HP ultimately intends to use to satisfy obligations to creditors or to repurchase shares of HP common stock within twelve (12) months following the closing of the IPO (the "IPO Closing Date");

WHEREAS, HP currently contemplates that, several months following such initial public offering, HP will distribute to the holders of its common stock, $ 0.01 par value, by means of a pro rata distribution, all of the shares of Agilent common stock owned by HP (the "Distribution");

WHEREAS, HP and Agilent intend that the contribution and assumption of assets and liabilities and the Distribution will qualify as a tax-free reorganization under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code; and

WHEREAS, the parties intend in this Agreement, including the Exhibits and Schedules hereto, to set forth the principal arrangements between them regarding the separation of the Agilent Business.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

SEPARATION

Section 1.1 Separation Date. Unless otherwise provided in this Agreement, or in any agreement to be executed in connection with this Agreement, the effective time and date of each transfer of property, assumption of liability, license, undertaking, or agreement in connection with the Separation shall be 12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by the Board of Directors of HP (the "Separation Date").

Section 1.2 Closing of Transactions. Unless otherwise provided herein, the closing of the transactions contemplated in Article II shall occur by the lodging of each of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents executed or to be executed with Wilson Sonsini Goodrich & Rosati ("WSGR"), 650 Page Mill Road, Palo Alto, California 94304, to be held in escrow for delivery as provided in Section 1.3 of this Agreement.

Section 1.3 Exchange of Secretary's Certificates. Upon receipt of a certificate of the Secretary or an Assistant Secretary of HP in the form attached to this Agreement as Exhibit A, WSGR shall deliver to Agilent on behalf of HP all of the items required to be delivered by HP hereunder pursuant to
Section 2.1 of this Agreement and each such item shall be deemed to be delivered to Agilent as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Agilent in the form attached to this Agreement as Exhibit B, WSGR shall deliver to HP on behalf of Agilent all of the items required to be delivered by Agilent hereunder and each such item shall be deemed to be delivered to HP as of the Separation Date upon receipt of such certificate.

ARTICLE II

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE

Section 2.1 Documents to Be Delivered By HP. On the Separation Date, or such later date as agreed in connection with the Non-US Plan, HP will deliver, or will cause its appropriate Subsidiaries to deliver, to Agilent all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "Ancillary Agreements"):

(a) A duly executed General Assignment and Assumption Agreement (the "Assignment Agreement") substantially in the form attached hereto as Exhibit C;

(b) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of HP set forth on Schedule 2.1(b) with duly executed stock powers in the form proper for transfer;

(c) A duly executed Master Technology Ownership and License Agreement substantially in the form attached hereto as Exhibit D-1, a duly executed Master Patent Ownership and License Agreement substantially in the form attached hereto as Exhibit D-2, a duly executed Master Trademark Ownership and License Agreement substantially in the form attached as Exhibit D-3 and a duly executed ICBD Technology Ownership and License Agreement substantially in the form attached hereto as Exhibit D-4, and;

(d) A duly executed Employee Matters Agreement substantially in the form attached hereto as Exhibit E;

(e) A duly executed Tax Sharing Agreement substantially in the form attached hereto as Exhibit F;

(f) A duly executed Master IT Service Level Agreement substantially in the form attached hereto as Exhibit G;

(g) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H;

(h) A duly executed Environmental Matters Agreement substantially in the form attached hereto as Exhibit I;

(i) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as Exhibit J;

(j) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as Exhibit K;

(k) Resignations of each person who is an officer or director of any member of Agilent or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of HP from and after the Separation Date; and

(l) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with Section 5.3 and those documents referred to in Section 5.8.

Section 2.2 Cash to be Transferred by HP.

(a) Cash Requirements. On or around the Separation Date, HP and its Subsidiaries will provide that Agilent and its Subsidiaries have sufficient cash to satisfy the following obligations or requirements (as adjusted with the parties' mutual agreement):

(i) (A) HP's obligations under the Agreement for the Redemption and Sale of Shares and Termination of Joint Venture Relationship dated July 6, 1999 by and between HP and Yokogawa Electric Corporation (the "YEW Agreement"), which obligations Agilent will

assume from HP pursuant to the Assignment Agreement and (B) Hewlett-Packard Japan Ltd.'s obligations under the YEW Agreement;

(ii) Working capital and acquisition requirements of $250 million;

(iii) An amount equal to:

(1) the Retained Receivables minus the Retained Payables, plus or minus

(2) the liabilities retained by HP Japan related to the HP Business, net of the assets retained by HP Japan related to the HP Business;

(iv) The requirements of Section 5.9 of the Tax Sharing Agreement entitled Japan Restructuring Taxes; and

(v) As described in Section 3.1(a) of the Tax Sharing Agreement, an amount equal to taxes of Agilent Historical Affiliates for periods before their acquisition by the HP Group.

all in accordance with the parties' best estimates on the Separation Date of such amounts as of October 31, 1999; and

(b) Cash Held in Subsidiaries. Additional cash in amounts to be determined by the parties on the Separation Date will be held in certain Subsidiaries of Agilent, all of which are either listed on Schedule 2.2(b) hereto or will be geographical counterparts of Subsidiaries of HP listed on Schedule 2.2(b) hereto.

(c) True-Up. On December 15, 1999, the parties will recalculate the cash payments made pursuant to this Section 2.2, based on the amounts included in the HP balance sheet as of October 31, 1999 and the Agilent balance sheet as of October 31, 1999. To the extent the new calculations differ from the estimates upon which the cash payments made pursuant to this Section 2.2 were based, the parties shall reallocate cash in the amount of such difference.

Section 2.3 Documents to Be Delivered by Agilent. As of the Separation Date, Agilent will or will cause its appropriate Subsidiaries to deliver to HP all of the following:

(a) In each case where Agilent is a party to any agreement or instrument referred to in Section 2.1, a duly executed counterpart of such agreement or instrument; and

(b) Resignations of each person who is an officer or director of any member of HP or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Agilent from and after the Separation Date.

ARTICLE III

THE IPO AND ACTIONS PENDING THE IPO

SECTION 3.1 Transactions Prior to the IPO. Subject to the conditions specified in Section 3.4, HP and Agilent shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1

(a) Registration Statement. Agilent shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the managing underwriters for the IPO (the "Underwriters"), including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the underwriting agreement to be entered into among Agilent and the Underwriters (the "Underwriting Agreement"), the Securities and Exchange Commission (the "Commission") or federal, state or foreign securities laws. HP and Agilent shall also cooperate in preparing, filing with the Securities and Exchange Commission and causing to become effective a registration statement registering the common stock of Agilent under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement.

(b) Underwriting Agreement. Agilent shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Agilent, and shall comply with its obligations thereunder.

(c) Other Matters. HP and Agilent shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO.

(d) Blue Sky. Agilent shall use its reasonable commercial efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO.

(e) NYSE or Nasdaq Listing. Agilent shall prepare, file and use reasonable commercial efforts to seek to make effective, an application for listing of the common stock of Agilent issued in the IPO on the New York Stock Exchange (the "NYSE") or the Nasdaq National Market ("Nasdaq"), subject to official notice of issuance.

Section 3.2 Proceeds of the IPO. The IPO will be a primary offering of common stock of Agilent. All of the IPO Net Proceeds will be distributed to HP by means of a dividend declared prior to the IPO, which IPO Net Proceeds HP ultimately intends to use to satisfy obligations to creditors or to repurchase shares of HP common stock within twelve (12) months following the IPO Closing Date.

Section 3.3 Cooperation. Agilent shall consult with, and cooperate in all respects with, HP in connection with the pricing of the common stock of Agilent to be offered in the IPO and shall,

at HP's direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

Section 3.4 Conditions Precedent to Consummation of the IPO. As soon as practicable after the Separation Date, the parties hereto shall use their reasonable commercial efforts to satisfy the conditions listed below to the consummation of the IPO. The IPO Closing Date is currently scheduled to occur prior to December 31, 1999. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by HP, of the following conditions:

(a) Registration Statement. The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop-order in effect with respect thereto.

(b) Blue Sky. The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 3.1 shall have been taken and, where applicable, have become effective or been accepted.

(c) NYSE or Nasdaq Listing. The common stock of Agilent to be issued in the IPO shall have been accepted for listing on the NYSE or Nasdaq, on official notice of issuance.

(d) Underwriting Agreement. Agilent shall have entered into the Underwriting Agreement and all conditions to the obligations of Agilent and the Underwriters shall have been satisfied or waived.

(e) Common Stock Ownership. HP shall be satisfied in its sole discretion that it will own at least 80.1% of the outstanding common stock of Agilent following the IPO. All other conditions to permit the Distribution to qualify as a tax-free distribution to HP, Agilent and HP's stockholders shall, to the extent applicable as of the time of the IPO, be satisfied. There shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.

(f) No Legal Restraints. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement shall be in effect.

(g) Separation. The Separation shall have become effective.

(h) Other Actions. Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken.

(i) No Termination. This Agreement shall not have been terminated.

ARTICLE IV

THE DISTRIBUTION

Section 4.1 The Distribution

(a) Delivery of Shares for Distribution. Subject to Section 4.4 hereof, on or prior to the date the Distribution is effective (the "Distribution Date"), HP will deliver to the distribution agent (the "Distribution Agent") to be appointed by HP to distribute to the stockholders of HP the shares of common stock of Agilent held by HP pursuant to the Distribution for the benefit of holders of record of common stock of HP on the Record Date, a single stock certificate, endorsed by HP in blank, representing all of the outstanding shares of common stock of Agilent then owned by HP, and shall cause the transfer agent for the shares of common stock of HP to instruct the Distribution Agent to distribute on the Distribution Date the appropriate number of such shares of common stock of Agilent to each such holder or designated transferee or transferees of such holder.

(b) Shares Received. Subject to Sections 4.4 and 4.5, each holder of common stock of HP on the Record Date (or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of common stock of Agilent equal to the number of shares of common stock of HP held by such holder on the Record Date multiplied by a fraction the numerator of which is the number of shares of common stock of Agilent beneficially owned by HP on the Record Date and the denominator of which is the number of shares of common stock of HP outstanding on the Record Date.

(c) Obligation to Provide Information. Agilent and HP, as the case may be, will provide to the Distribution Agent all share certificates and any information required in order to complete the Distribution on the basis specified above.

Section 4.2 Actions Prior To The Distribution.

(a) Information Statement. HP and Agilent shall prepare and mail, prior to the Distribution Date, to the holders of common stock of HP, such information concerning Agilent and the Distribution and such other matters as HP shall reasonably determine are necessary and as may be required by law. HP and Agilent will prepare, and Agilent will, to the extent required under applicable law, file with the Commission any such documentation which HP and Agilent determines is necessary or desirable to effectuate the Distribution, and HP and Agilent shall each use its reasonable commercial efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(b) Blue Sky. HP and Agilent shall take all such actions as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution.

(c) NYSE or Nasdaq Listing. Agilent shall prepare and file, and shall use its reasonable commercial efforts to have approved, an application for the listing of the common stock

of Agilent to be distributed in the Distribution on the NYSE or Nasdaq, subject to official notice of distribution.

(d) Conditions. HP and Agilent shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.4 to be satisfied and to effect the Distribution on the Distribution Date.

Section 4.3 Sole Discretion of HP. HP currently intends, following the consummation of the IPO, to complete the Distribution by June 1, 2000. HP shall, in its sole and absolute discretion, determine the date of the consummation of the Distribution and all terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, HP may at any time and from time to time until the completion of the Distribution modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. Agilent shall cooperate with HP in all respects to accomplish the Distribution and shall, at HP's direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, the registration under the Securities Act of the common stock of Agilent on an appropriate registration form or forms to be designated by HP. HP shall select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for HP; provided, however, that nothing herein shall prohibit Agilent from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution.

Section 4.4 Conditions To Distribution. The following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of HP and shall not give rise to or create any duty on the part of HP or the HP Board of Directors to waive or not waive any such condition.

(a) IRS Ruling. HP shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to HP (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect that (i) the transfer by the HP Group to the Agilent Group of the property, subject to liabilities, of the Agilent Business in exchange for the issuance to HP of the stock of Agilent, the distribution of the IPO Net Proceeds and Agilent's assumption of liabilities, followed by the distribution by HP of all of its Agilent stock to the stockholders of HP, will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) no gain or loss will be recognized by HP on its transfer of the property of the Agilent Business to Agilent in exchange for Agilent common stock and the distribution of the IPO Net Proceeds, followed by the transfer of the IPO Net Proceeds to HP's creditors and/or stockholders: (iii) no gain or loss will be recognized by Agilent on its receipt of the property of the Agilent Business from HP in exchange for the issuance of Agilent common stock; and (iv) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the stockholders of HP upon their receipt of Agilent common stock pursuant to the Distribution.

(b) Government Approvals. Any material governmental approvals and consents necessary to consummate the Distribution shall have been obtained and be in full force and effect;

(c) No Legal Restraints. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect and no other event outside the control of HP shall have occurred or failed to occur that prevents the consummation of the Distribution; and

(d) No Material Adverse Effect. No other events or developments shall have occurred subsequent to the IPO Closing Date that, in the judgment of the Board of Directors of HP, would result in the Distribution having a material adverse effect on HP or on the stockholders of HP.

Section 4.5 Fractional Shares. As soon as practicable after the Distribution Date, HP shall direct the Distribution Agent to determine the number of whole shares and fractional shares of common stock of Agilent allocable to each holder of record or beneficial owner of common stock of HP as of the Record Date, to aggregate all such fractional shares and sell the whole shares obtained thereby at the direction of HP, in open market transactions, at then prevailing trading prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner to which a fractional share shall be allocable such holder's or owner's ratable share of the proceeds of such sale, after making appropriate deductions of the amount required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. HP and the Distribution Agent shall use their reasonable commercial efforts to aggregate the shares of common stock of HP that may be held by any beneficial owner thereof through more than one account in determining the fractional share allocable to such beneficial owner.

ARTICLE V

COVENANTS AND OTHER MATTERS

Section 5.1 Other Agreements. In addition to the specific agreements, documents and instruments annexed to this Agreement, HP and Agilent agree to execute or cause to be executed by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Ancillary Agreements.

SECTION 5.2 Further Instruments. At the request of Agilent and without further consideration, HP will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to Agilent and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and confirmation and take such action as Agilent may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Agilent and its Subsidiaries and confirm Agilent's and its Subsidiaries' title to all of the assets, rights and other things of value contemplated to be transferred to Agilent and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to therein, to put Agilent and its Subsidiaries in actual possession and operating control thereof and to permit Agilent and its Subsidiaries to exercise all rights with respect thereto (including, without limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of HP and without further consideration, Agilent will

execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to HP and its Subsidiaries all instruments, assumptions, novations, undertakings, substitutions or other documents and take such other action as HP may reasonably deem necessary or desirable in order to have Agilent fully and unconditionally assume and discharge the liabilities contemplated to be assumed by Agilent under this Agreement or any document in connection herewith and to relieve the HP Group of any liability or obligation with respect thereto and evidence the same to third parties. Neither HP nor Agilent shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of- pocket expenses, attorneys' fees and recording or similar fees. Furthermore, each party, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby.

Section 5.3 Additional Service Level Agreements. HP and its Subsidiaries and Agilent and its Subsidiaries will enter into interim service level agreements covering the provision of various interim services, including financial, accounting, building services, legal, and other services by HP (and its Subsidiaries) to Agilent (and its Subsidiaries) or, in certain circumstances, vice versa. Such services will generally be provided for a fee equal to the actual Direct Costs and Indirect Costs of providing such services plus five percent (5%). The interim service level agreements will generally provide for a term of two (2) years. However, some interim service level agreements, including those for building services and information technology services, may be extended beyond the initial two-year period. If these agreements are extended, Agilent will reimburse HP at the fair market rental value for the rental component of the building services and cost plus 10% for information technology and other services and the non-rental components of building services. "Direct Costs" shall include compensation and travel expenses attributable to employees, temporary workers, and contractors directly engaged in performing the services as well as materials and supplies consumed in performing the services. "Indirect Costs" shall include occupancy, IT supervision and other overhead burden of the department incurring the direct costs of providing the service.

Section 5.4 Agreement For Exchange of Information. Each of HP and Agilent agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the ongoing businesses of HP or Agilent, as the case may be; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

(a) Internal Accounting Controls; Financial Information. After the Separation Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other party to satisfy its reporting, accounting, audit

and other obligations, and (ii) each party shall provide, or cause to be provided, to the other party and its Subsidiaries in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

(b) Ownership of Information. Any Information owned by a party that is provided to a requesting party pursuant to this Section 5.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

(c) Record Retention. To facilitate the possible exchange of Information pursuant to this Section 5.4 and other provisions of this Agreement after the Distribution Date, each party agrees to use its reasonable commercial efforts to retain all Information in their respective possession or control on the Distribution Date substantially in accordance with the policies of HP as in effect on the Separation Date. However, except as set forth in the Tax Sharing Agreement, at any time after the Distribution Date, each party may amend their respective record retention policies at such party's discretion; provided, however, that if a party desires to effect the amendment within three (3) years after the Distribution Date, the amending party must give thirty (30) days prior written notice of such change in the policy to the other party to this Agreement.

(i) No party will destroy, or permit any of its Subsidiaries to destroy, any Information that exists on the Separation Date (other than Information that is permitted to be destroyed under the current record retention policy of such party) without first using its reasonable commercial efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.

(d) Limitation of Liability. No party shall have any liability to any other party in the event that any Information exchanged or provided pursuant to this Section is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of Section 5.4(c).

(e) Other Agreements Providing For Exchange of Information. The rights and obligations granted under this Section 5.4 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement.

(f) Production of Witnesses; Records; Cooperation. After the Distribution Date, except in the case of a legal or other proceeding by one party against another party (which shall be governed by such discovery rules as may be applicable under Section 5.9 or otherwise), each party hereto shall use its reasonable commercial efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books,

records or other documents may reasonably be required in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved, regardless of whether such legal, administrative or other proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all costs and expenses in connection therewith.

Section 5.5 Auditors and Audits; Annual and Quarterly Statements and Accounting. Each party agrees that, for so long as HP is required in accordance with United States generally accepted accounting principles to consolidate Agilent's results of operations and financial position:

(a) Selection of Auditors. Agilent shall not select a different accounting firm than PricewaterhouseCoopers LLP to serve as its (and its Subsidiaries') independent certified public accountants ("Agilent's Auditors") for purposes of providing an opinion on its consolidated financial statements without HP's prior written consent (which shall not be unreasonably withheld).

(b) Date of Auditors' Opinion and Quarterly Reviews. Agilent shall use its reasonable commercial efforts to enable the Agilent Auditors to complete their audit such that they will date their opinion on Agilent's audited annual financial statements on the same date that HP's independent certified public accountants ("HP's Auditors") date their opinion on HP's audited annual financial statements, and to enable HP to meet its timetable for the printing, filing and public dissemination of HP's annual financial statements. Agilent shall use its reasonable commercial efforts to enable the Agilent Auditors to complete their quarterly review procedures such that they will provide clearance on Agilent's quarterly financial statements on the same date that HP's Auditors provide clearance on HP's quarterly financial statements.

(c) Annual and Quarterly Financial Statements. Agilent shall provide to HP on a timely basis all Information that HP reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of HP's annual and quarterly financial statements. Without limiting the generality of the foregoing, Agilent will provide all required financial Information with respect to Agilent and its Subsidiaries to Agilent's Auditors in a sufficient and reasonable time and in sufficient detail to permit Agilent's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to HP's Auditors with respect to Information to be included or contained in HP's annual and quarterly financial statements. Similarly, HP shall provide to Agilent on a timely basis all Information that Agilent reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Agilent's annual and quarterly financial statements. Without limiting the generality of the foregoing, HP will provide all required financial Information with respect to HP and its Subsidiaries to HP's Auditors in a sufficient and reasonable time and in sufficient detail to permit HP's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Agilent's Auditors with respect to Information to be included or contained in Agilent's annual and quarterly financial statements.

(d) Identity of Personnel Performing the Annual Audit and Quarterly Reviews. Agilent shall authorize Agilent's Auditors to make available to HP's Auditors both the personnel who performed or are performing the annual audits and quarterly reviews of Agilent and work papers related to the annual audits and quarterly reviews of Agilent, in all cases within a reasonable time prior to Agilent's Auditors' opinion date, so that HP's Auditors are able to perform the

procedures they consider necessary to take responsibility for the work of Agilent's Auditors as it relates to HP's Auditors' report on HP's financial statements, all within sufficient time to enable HP to meet its timetable for the printing, filing and public dissemination of HP's annual and quarterly statements. Similarly, HP shall authorize HP's Auditors to make available to Agilent's Auditors both the personnel who performed or are performing the annual audits and quarterly reviews of HP and work papers related to the annual audits and quarterly reviews of HP, in all cases within a reasonable time prior to HP's Auditors' opinion date, so that Agilent's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of HP's Auditors as it relates to Agilent's Auditors' report on Agilent's statements, all within sufficient time to enable Agilent to meet its timetable for the printing, filing and public dissemination of Agilent's annual and quarterly financial statements.

(e) Access to Books and Records. Agilent shall provide HP's internal auditors and their designees access to Agilent's and its Subsidiaries' books and records so that HP may conduct reasonable audits relating to the financial statements provided by Agilent pursuant hereto as well as to the internal accounting controls and operations of Agilent and its Subsidiaries. Similarly, HP shall provide Agilent's internal auditors and their designees access to HP's and its Subsidiaries' books and records so that Agilent may conduct reasonable audits relating to the financial statements provided by HP pursuant hereto as well as to the internal accounting controls and operations of HP and its Subsidiaries

(f) Notice of Change in Accounting Principles. Agilent shall give HP as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the Separation Date. Agilent will consult with HP and, if requested by HP, Agilent will consult with HP's independent public accountants with respect thereto. HP shall give Agilent as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the Separation Date.

(g) Conflict with Third-Party Agreements. Nothing in Sections 5.4 and 5.5 shall require Agilent to violate any agreement with any third parties regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided, however, that in the event that Agilent is required under Sections 5.4 and 5.5 to disclose any such information, Agilent shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Section 5.6 Consistency with Past Practices. At all times HP will cause the Agilent Business before the Separation Date to continue to ship products, invoice customers, make payments, maintain properties and otherwise conduct business in the ordinary course, consistent with past practices and will not undertake or permit any arrangement with any third party which is intended to or has the effect of delaying the payment of any account receivable beyond the Separation Date or delaying or accelerating the payment of any account payable before the Separation Date.

Section 5.7 Payment of Expenses. Except as otherwise provided in this Agreement, the Ancillary Agreements or any other agreement between the parties relating to the Separation, the IPO

or the Distribution, all costs and expenses of the parties hereto in connection with the IPO (excluding underwriting discounts and commissions) and the Distribution and certain costs and expenses of the parties hereto in connection with the Separation shall be paid by HP. Notwithstanding the foregoing, Agilent shall pay any internal fees, costs and expenses incurred by Agilent in connection with the Separation, the IPO and the Distribution.

Section 5.8 Foreign Subsidiaries. HP and Agilent shall cause each of their foreign subsidiaries to execute such local transfer agreements, assignments, assumptions, novations and other documents as shall be necessary to carry out the plan of reorganization described in Exhibit M (the "Non-US Plan") hereto to effect the purposes of this Agreement with respect to their respective operations outside the United States.

Section 5.9 Dispute Resolution. Except as otherwise set forth in the Ancillary Agreements, resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by and settled in accordance with the provisions of this Section 5.9.

(a) Negotiation. The parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within thirty (30) days after notice of a Dispute is given by either party to the other party, each party shall select a first tier negotiating team comprised of general manager level employees of such party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within thirty (30) days of their first meeting, then each party shall select a second tier negotiating team comprised of vice president level employees of such party and shall meet within thirty (30) days after the end of the first thirty
(30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 5.9(a), all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

(b) Non-Binding Mediation. In the event that any Dispute arising out of or related to this Agreement is not settled by the parties within fifteen
(15) days after the first meeting of the second tier negotiating teams under
Section 5.9(a), the parties will attempt in good faith to resolve such Dispute by non-binding mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held within thirty (30) days of the end of such fifteen (15) day negotiation period of the second tier negotiating teams. Except as provided below in Section 5.9(c), no litigation for the resolution of such dispute may be commenced until the parties try in good faith to settle the dispute by such mediation in accordance with such rules and either party has concluded in good faith that amicable resolution through continued mediation of the matter does not appear likely. The costs of mediation shall be shared equally by the parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the parties, and shall be binding on them.

(c) Proceedings. Nothing herein, however, shall prohibit either party from initiating litigation or other judicial or administrative proceedings if such party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the Dispute through negotiation or mediation. In the event that litigation is commenced under this
Section 5.9(c), the parties agree to continue to attempt to resolve any Dispute according to the terms of Sections 5.9(a) and 5.9(b) during the course of such litigation proceedings under this Section 5.9(c).

(d) Pay and Dispute. Except as provided herein or in any Ancillary Agreement, in the event of any dispute regarding payment of a third-party invoice (subject to standard verification of receipt of products or services), the party named in a third party's invoice must make timely payment to such third party, even if the party named in the invoice desires to pursue the dispute resolution procedures outlined in this Section 5.9. If the party that paid the invoice is found pursuant to this Section 5.9 to not be responsible for such payment, such paying party shall be entitled to reimbursement, with interest accrued at a compound annual rate of the Prime Rate plus 2%, from the party found responsible for such payment.

Section 5.10 Governmental Approvals. To the extent that the Separation requires any Governmental Approvals, the parties will use their reasonable commercial efforts to obtain any such Governmental Approvals.

Section 5.11 No Representation or Warranty. HP does not, in this Agreement or any other agreement, instrument or document contemplated by this Agreement, make any representation as to, warranty of or covenant with respect to:

(a) the value of any asset or thing of value to be transferred to Agilent;

(b) the freedom from encumbrance of any asset or thing of value to be transferred to Agilent;

(c) the absence of defenses or freedom from counterclaims with respect to any claim to be transferred to Agilent; or

(d) the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon its execution, deliver and filing.

Except as may expressly be set forth herein or in any Ancillary Agreement, all assets to be transferred to Agilent shall be transferred "AS IS, WHERE IS" and Agilent shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in Agilent good and marketable title, free and clear of any lien, claim, equity or other encumbrance.

Section 5.12 Non-Solicitation of Employees. Each party agrees not to directly solicit or recruit the other party's employees for a period of two years following the Distribution Date if such solicitation or recruitment would be disruptive or damaging or would interfere with the operation or business of the other party. This prohibition on solicitation does not apply to actions taken by a party (i) as a result of an employee's affirmative response to a general recruitment effort carried out through a public solicitation or a general solicitation or (ii) as a result of an employee's initiative.

Section 5.13 Employee Agreements. Definition. As used in this Section 5.13, "Employee Agreement" means the Agreement Regarding Confidential Information and Proprietary Developments and corresponding agreements in foreign countries.

(a) Survival of HP Employee Agreement Obligations and HP's Common Law Rights. The HP Employee Agreements of all former HP employees transferred to Agilent as of the Distribution Date shall remain in full force and effect according to their terms; provided, however, that none of the following acts committed by former HP employees within the scope of their Agilent employment shall constitute a breach of such HP Employee Agreements: (i) the use or disclosure of Confidential Information (as that term is defined in the former HP employee's HP Employee Agreement) for or on behalf of Agilent, if such disclosure is consistent with the license rights granted to Agilent and restrictions imposed on Agilent under this Agreement, any other Ancillary Agreement or any other agreement between the parties, (ii) the disclosure and assignment to Agilent of rights in Proprietary Developments authored or conceived by the former HP employee after the Separation Date and resulting from the use of, or based upon intellectual property (whether patented or not) which is retained by HP (as Proprietary Developments are defined in the former HP employee's HP Employee Agreement); provided, however, that in no event shall such disclosure and assignment be regarded as assigning the underlying intellectual property to Agilent, (iii) the rendering of any services, directly or indirectly, to Agilent to the extent such services are consistent with the assignment or license of rights granted to Agilent and the restrictions imposed on Agilent under this Agreement, any other Ancillary Agreement or any other agreement between the parties and (iv) solicitation of the employees of one party by the other party prior to the Distribution Date. Further, HP retains any rights it has under statute or common law with respect to actions by its former employees to the extent such actions are inconsistent with the rights granted to Agilent and restrictions imposed on Agilent under this Agreement, any other Ancillary Agreement or any other agreement between the parties.

(b) Assignment, Cooperation for Compliance and Enforcement.

(i) HP retains all rights under the HP Employee Agreements of all former HP employees necessary to permit HP to protect the rights and interests of HP, but hereby transfers and assigns to Agilent its rights under the HP Employee Agreements of all former HP employees to the extent required to permit Agilent to enjoin, restrain, recover damages from or obtain specific performance of the HP Employee Agreements or obtain other remedies against any employee who breaches his/her HP Employee Agreement, and to the extent necessary to permit Agilent to protect the rights and interests of the businesses being transferred to Agilent on the Separation Date.

(ii) HP and Agilent agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Agilent shall advise HP of: (1) any violation(s) of the HP Employee Agreement by former HP employees, and (2) any violation(s) of the Agilent Employee Agreement which affect HP's rights; and (B) HP shall advise Agilent of any violations of the HP Employee Agreement by current or former HP employees which affect Agilent's rights; provided, however, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof.

(iii) HP and Agilent each may separately enforce the HP Employee Agreements of former HP employees to the extent necessary to reasonably protect their respective interests, provided, however, that (i) Agilent shall not commence any litigation relating thereto without first consulting with HP's Director of Intellectual Property or his/her designee and (ii) HP shall not commence any litigation relating thereto against any former HP employee who is at the time an Agilent employee without first consulting with Agilent's Director of Intellectual Property or his/her designee. If either party, in seeking to enforce any HP Employee Agreement, notifies the other party that it requires, or desires, the other party to join in such action, then the other party shall do so. In addition, if either party commences or becomes a party to any action to enforce a HP Employee Agreement of a former HP employee, the other party shall, whether or not it becomes a party to the action, cooperate with the other party by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropriate measures to protect the confidentiality of any proprietary or confidential information that may be disclosed in the course of such cooperation or action and subject to any relevant privacy laws and regulations. Any such action shall be conducted at the expense of the party bringing the action and the parties shall agree on a case by case basis on compensation, if any, of the other party for the value of the time of such other party's employees as reasonably required in connection with the action.

(iv) HP and Agilent understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 5.13. In such circumstances, HP and Agilent agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 5.13 and that is consistent with applicable law.

Section 5.14 Cooperation in Obtaining New Agreements. HP understands that, prior to the Separation Date, Agilent has derived benefits under certain agreements between HP and third parties, which agreements are not being assigned to Agilent in connection with the Separation. Upon the request of Agilent, HP agrees to make introductions to appropriate Agilent personnel to HP's contacts at such third parties, and agrees to provide reasonable assistance to Agilent, at HP's own expense, so that Agilent may obtain agreements from such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to HP. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements with Agilent, (ii) attending meetings and negotiating sessions with Agilent and such third parties, and (iii) participating in buying consortiums with Agilent. HP also understands that there are certain agreements between HP and third parties, which agreements are being assigned to Agilent in connection with the Separation but which may require the consent of the applicable third party. Upon the request of Agilent, HP agrees to assist Agilent in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section will be substantially completed by the Distribution Date, but in no event will HP have any obligations hereunder after the first anniversary of the Distribution Date.

Section 5.16 Newly Discovered Environmental Conditions at Agilent Schedule 1 Facilities. If between the date of this Agreement and the Separation Date, Environmental Conditions (as defined in Section 4.21 of the Indemnification and Insurance Matters Agreement) are discovered on an Agilent Schedule 1 Facility (as defined in Section 4.11 of the Indemnification and Insurance Matters Agreement) for which HP, consistent with its past practices, would accrue a reserve, then HP and Agilent shall determine the allocation of responsibility for any Environmental Actions (as defined in Section 4.20 of the Indemnification and Insurance Matters Agreement) arising, whether before or after the Separation Date, out of such Environmental Conditions, in a manner consistent with the provisions of Section 1.4 of the Indemnification and Insurance Matters Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Limitation of Liability. IN NO EVENT SHALL ANY MEMBER OF THE HP GROUP OR AGILENT GROUP BE LIABLE TO ANY OTHER MEMBER OF THE HP GROUP OR AGILENT GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THE INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.

Section 6.2 Entire Agreement. This Agreement, the other Ancillary Agreements and the Exhibits and Schedules referenced or attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 6.3 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under the principles of conflicts of laws applicable thereto.

Section 6.4 Termination. This Agreement and all Ancillary Agreements may be terminated and the Distribution abandoned at any time prior to the IPO Closing Date by and in the sole discretion of HP without the approval of Agilent. This Agreement may be terminated at any time after the IPO Closing Date and before the Distribution Date by mutual consent of HP and Agilent. In the event of termination pursuant to this Section, no party shall have any liability of any kind to the other party.

Section 6.5 Notices. Any notice, demand, offer, request or other communication required or permitted to be given by either party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) business day after being deposited with an overnight courier service or (v) four (4) days after being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the attention of the party's General Counsel at the address of its principal executive office or such other address as a party may request by notifying the other in writing.

Section 6.6 Counterparts. This Agreement, including the Schedules and Exhibits hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 6.7 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may not be assigned by any party hereto. This Agreement may be enforced separately by each member of the HP Group and each member of the Agilent Group.

Section 6.8 Severability. If any term or other provision of this Agreement or the Schedules or Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 6.9 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules or Exhibits attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 6.10 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

Section 6.11 Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Section 6.12 Interpretation. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a

Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

Section 6.13 Conflicting Agreements. In the event of conflict between this Agreement and any Ancillary Agreement or other agreement executed in connection herewith, the provisions of such other agreement shall prevail.

ARTICLE VII

DEFINITIONS

Section 7.1 Affiliated Company. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Schedule 7.1(a) hereto and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Schedule 7.1(b) hereto. Schedules 7.1(a) and 7.1(b) may be amended from time to time after the date hereof upon mutual written consent of the parties.

Section 7.2 Agilent Assets. "Agilent Assets" has the meaning set forth in Section 1.2 of the Assignment Agreement.

Section 7.3 Agilent Business. "Agilent Business" means (a) the business and operations of the business entities of HP currently known under the following names, as described in the IPO Registration Statement and as such business and operations will continue following the Separation Date: (i) the Test and Measurement Organization, (ii) the Semiconductor Products Group, (iii) the Chemical Analysis Group, (iv) the Healthcare Solutions Group and (v) the portion of HP Labs and infrastructure organizations related to these businesses and (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the Agilent Business as then conducted.

Section 7.4 Agilent Group. "Agilent Group" means Agilent, each Subsidiary and Affiliated Company of Agilent immediately after the Separation Date or that is contemplated to be a Subsidiary or Affiliated Company of Agilent pursuant to the Non-US Plan and each Person that becomes a Subsidiary or Affiliate Company of Agilent after the Separation Date.

Section 7.5 Agilent Pro Forma Balance Sheet. "Agilent Pro Forma Balance Sheet" means the unaudited pro forma condensed consolidated balance sheet appearing in the IPO Registration Statement.

Section 7.6 Agilent's Auditors. "Agilent's Auditors" means Agilent's independent certified public accountants.

Section 7.7 Ancillary Agreements. "Ancillary Agreements" has the meaning set forth in Section 2.1 hereof.

Section 7.8 Assignment Agreement. "Assignment Agreement" has the meaning set forth in Section 2.1(a) hereof.

Section 7.9 Business Day. "Business Day" means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

Section 7.10 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

Section 7.11 Commission. "Commission" means the Securities and Exchange Commission.

Section 7.12 Disputes. "Disputes" has the meaning set forth in Section 5.9 hereof.

Section 7.13 Distribution. "Distribution" has the meaning set forth in the Recitals hereof.

Section 7.14 Distribution Agent. "Distribution Agent" has the meaning set forth in Section 4.1 hereof.

Section 7.15 Distribution Date. "Distribution Date" has the meaning set forth in Section 4.1 hereof.

Section 7.16 Employee Agreement. "Employee Agreement" has the meaning set forth in Section 5.13(a) hereof.

Section 7.17 Exchange Act. "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

Section 7.18 Governmental Approvals. "Governmental Approvals" means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

Section 7.19 Governmental Authority. "Governmental Authority" shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

Section 7.20 HP Business. "HP Business" means any business of HP other than the Agilent Business.

Section 7.21 HP Group. "HP Group" means HP, each Subsidiary and Affiliated Company of HP (other than any member of the Agilent Group) immediately after the Separation Date, after giving effect to the Non-US Plan and each Person that becomes a Subsidiary or Affiliate Company of HP after the Separation Date.

Section 7.22 HP's Auditors. "HP's Auditors" means HP's independent certified public accountants.

Section 7.23 Information. "Information" means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

Section 7.24 IPO. "IPO" has the meaning set forth in the Recitals hereof.

Section 7.25 IPO Closing Date. "IPO Closing Date" has the meaning set forth in the Recitals hereof.

Section 7.26 IPO Net Proceeds. "IPO Net Proceeds" has the meaning set forth in the Recitals hereof.

Section 7.27 IPO Over-allotment Option. "IPO Over-allotment Option" has the meaning set forth in the Recitals hereof.

Section 7.28 IPO Registration Statement. "IPO Registration Statement" means the registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended, to be filed with the Commission registering the shares of common stock of Agilent to be issued in the IPO, together with all amendments thereto.

Section 7.29 Nasdaq. "Nasdaq" means the Nasdaq National Market.

Section 7.30 Non-US Plan. "Non-US Plan" has the meaning set forth in
Section 5.8 hereof.

Section 7.31 NYSE. "NYSE" means the New York Stock Exchange.

Section 7.32 Person. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Section 7.33 Prime Rate. "Prime Rate" means the prime rate as published in the Wall Street Journal on the date of determination.

Section 7.34 Record Date. "Record Date" means the close of business on the date to be determined by the Board of Directors of HP as the record date for determining the stockholders of HP entitled to receive shares of common stock of Agilent in the Distribution.

Section 7.35 Retained Payables. "Retained Payables" means (i) all accounts payable and other obligations of payment for goods or services purchased, leased or otherwise received in the

conduct of the Agilent Business that as of the Separation Date are payable to a third Person by HP or any of HP's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of HP or any of HP's Subsidiaries with respect thereto, and any obligations related to any of the foregoing and
(ii) all employee compensation Liabilities and other miscellaneous Liabilities for which an adjustment is made in the Agilent Pro Forma Balance Sheet.

Section 7.36 Retained Receivables. "Retained Receivables" means (i) all accounts receivable and other rights to payment for goods or services sold, leased or otherwise provided in the conduct of the Agilent Business that as of the Separation Date are payable by a third Person to HP or any of HP's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the account debtor with respect thereto, and any proceeds of any of the foregoing and (ii) all other miscellaneous Assets for which an adjustment is made in the Agilent Pro Forma Balance Sheet.

Section 7.37 Separation. "Separation" has the meaning set forth in the Recitals hereof.

Section 7.38 Separation Date. "Separation Date" has the meaning set forth in Section 1.1 hereof.

Section 7.39 Subsidiary. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person or its Subsidiaries owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body. Unless context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation, including the actions taken pursuant to the Non-US Plan.

Section 7.40 Underwriters. "Underwriters" means the underwriters of the IPO.

Section 7.41 Underwriting Agreement. "Underwriting Agreement" has the meaning set forth in Section 3.1(a) hereof.

Section 7.42 WSGR. "WSGR" means Wilson Sonsini Goodrich & Rosati, Professional Corporation.

WHEREFORE, the parties have signed this Master Separation and Distribution Agreement effective as of the date first set forth above.

HEWLETT-PACKARD COMPANY               AGILENT TECHNOLOGIES, INC.

By: /s/ Robert Wayman                 By: /s/ Edward W. Barnholt
   ----------------------------          -----------------------------------

Name: Robert P. Wayman                Name: Edward W. Barnholt
     --------------------------            ---------------------------------

Title: Executive Vice President of    Title: President and Chief Executive
       Finance and Administration,           Officer
       Chief Financial Officer

Schedule 2.1(b)

Subsidiaries and Other Holdings of HP to be Transferred to Agilent

Subsidiaries

Agilent Technologies World Trade, Inc.
Heartstream, Inc.
Pete, Inc.
Rockland Technologies Inc.
Scope Communications, Inc.
Telegra Corporation

Other Holdings

Candescent Technologies Corporation
Cascade Microtech Inc.
HP-Sci Tech Joint Software Development Center Co. Ltd. i-Stat Corporation
Microelectrics & Computer Technology Group

Schedule 2.2(b)

Cash Held in Subsidiaries

China Hewlett-Packard Company Limited
Heartstream, Inc.
Hewlett-Packard Belgium SA/NV
Hewlett-Packard Coordination Center, S.C. Hewlett-Packard Espanola, S.A.
Hewlett-Packard Japan, Ltd.
Hewlett-Packard Malaysia Sdn Bhd
Hewlett-Packard Microwave Products (M) Sdn Bhd Hewlett-Packard Oy
Hewlett-Packard S.A.S.
Hewlett-Packard Taiwan Ltd.
Yokogawa Analytical Systems, Inc.

Schedule 7.1 (a)

Affiliated Companies of HP to be Included in the HP Group

Ericsson-HP Telecom (Sweden)

Ericsson-HP Telecom (France)

Hua-Pua

Hugin Expert

Idea LLC

ImagineCard

Intria-HP

Intria-HP Potomac

Liquidity Management Group

PT Berka Services

Putial Ome

Sopura Systems

Syc

Schedule 7.1(b)

Affiliated Companies of Agilent to be Included in the Agilent Group

Chartered Semiconductor Partners Singapore

EXHIBIT 2.2

General Assignment and Assumption Agreement

between

Hewlett-Packard Company

and

Agilent Technologies, Inc.

______________, 1999

TABLE OF CONTENTS

                                                                                           Page
                                                                                           ----
   ARTICLE I CONTRIBUTION AND ASSUMPTION................................................     1

Section 1.1     Contribution of Assets and Assumption of Liabilities....................     1
Section 1.2     Agilent Assets..........................................................     2
Section 1.3     Agilent Liabilities.....................................................     4
Section 1.4     The Non-US Plan.........................................................     5
Section 1.5     Methods of Transfer and Assumption......................................     6
Section 1.6     Governmental Approvals and Consents.....................................     7
Section 1.7     Nonrecurring Costs and Expenses.........................................     8
Section 1.8     Novation of Assumed Agilent Liabilities.................................     8

   ARTICLE II LITIGATION................................................................     9

Section 2.1     Allocation..............................................................     9
Section 2.2     Cooperation.............................................................     9

   ARTICLE III MISCELLANEOUS............................................................    10

Section 3.1     Entire Agreement........................................................    10
Section 3.2     Governing Law...........................................................    10
Section 3.3     Notices.................................................................    10
Section 3.4     Parties in Interest.....................................................    10
Section 3.5     Counterparts............................................................    10
Section 3.6     Binding Effect; Assignment..............................................    10
Section 3.7     Severability............................................................    11
Section 3.8     Failure or Indulgence Not Waiver; Remedies Cumulative...................    11
Section 3.9     Amendment...............................................................    11
Section 3.10    Authority...............................................................    11
Section 3.11    Interpretation..........................................................    11
Section 3.12    Conflicting Agreements..................................................    11

   ARTICLE IV DEFINITIONS...............................................................    12

Section 4.1     Action..................................................................    12
Section 4.2     Affiliated Company......................................................    12
Section 4.3     Agilent Assets..........................................................    12
Section 4.4     Agilent Balance Sheet...................................................    12
Section 4.5     Agilent Business........................................................    12
Section 4.6     Agilent Contingent Gain.................................................    12
Section 4.7     Agilent Contingent Liability............................................    13
Section 4.8     Agilent Contracts.......................................................    13
Section 4.9     Agilent Group...........................................................    14
Section 4.10    Agilent Liabilities.....................................................    14
Section 4.11    Agilent Pro Forma Balance Sheet.........................................    14
Section 4.12    Agilent World Trade.....................................................    14
Section 4.13    Ancillary Agreement.....................................................    14

Section 4.14    Assets..............................................  14
Section 4.15    Consents............................................  16
Section 4.16    Contracts...........................................  16
Section 4.17    Delayed Transfer Assets.............................  16
Section 4.18    Distribution........................................  16
Section 4.19    Distribution Date...................................  16
Section 4.20    Environmental Actions...............................  16
Section 4.21    Excluded Assets.....................................  16
Section 4.22    Excluded Liabilities................................  17
Section 4.23    Governmental Approvals..............................  17
Section 4.24    Governmental Authority..............................  17
Section 4.25    HP Group............................................  17
Section 4.26    Indemnification and Insurance Matters Agreement.....  17
Section 4.27    Insurance Policies..................................  17
Section 4.28    Insured Agilent Liability...........................  17
Section 4.29    Intellectual Property...............................  17
Section 4.30    IPO Registration Statement..........................  17
Section 4.31    Liabilities.........................................  18
Section 4.32    Litigation Disclosure Letter........................  18
Section 4.33    Local Transfer Agreements...........................  18
Section 4.34    Non-US Plan.........................................  18
Section 4.35    OFLs................................................  18
Section 4.36    Person..............................................  18
Section 4.37    Retained Payables...................................  19
Section 4.38    Retained Receivables................................  19
Section 4.39    Security Interest...................................  19
Section 4.40    Separation..........................................  19
Section 4.41    Separation Agreement................................  19
Section 4.42    Separation Date.....................................  19
Section 4.43    Subsidiary..........................................  19
Section 4.44    Taxes...............................................  20

Schedule 1.1(c)          Delayed Transfer Assets and Liabilities
Schedule 1.2(a)(xii)     Specific Agilent Assets to be Transferred
Schedule 1.2(b)(i)       Excluded Assets
Schedule 1.3(a)(vi)      Divested Businesses Which Contain Liabilities to be
                         Transferred to Agilent
Schedule 1.3(a)(vii)     Specific Agilent Liabilities
Schedule 1.3(b)(i)       Excluded Liabilities

GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT

This General Assignment and Assumption Agreement (this "Agreement") is entered into on _________, 1999 between Hewlett-Packard Company, a Delaware corporation ("HP"), and Agilent Technologies, Inc., a Delaware corporation ("Agilent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article IV hereof.

RECITALS

WHEREAS, HP hereby and by certain other instruments of even date herewith transfers or will transfer to Agilent effective as of the Separation Date, substantially all of the business and assets of the Agilent Business owned by HP in accordance with the Master Separation and Distribution Agreement dated as of August 12, 1999 between the parties (the "Separation Agreement"). It is the intent of the parties hereto, by this Agreement and the other agreements and instruments provided for in the Separation Agreement, that HP and its Subsidiaries convey to Agilent and its Subsidiaries substantially all of the business and assets of the Agilent Business.

WHEREAS, it is further intended between the parties that Agilent assume certain of the liabilities related to the Agilent Business, as provided in this Agreement, the Separation Agreement or the other agreements and instruments provided for in the Separation Agreement.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

CONTRIBUTION AND ASSUMPTION

Section 1.1 Contribution Of Assets And Assumption Of Liabilities.

(a) Transfer of Assets. Effective on the Separation Date, HP hereby assigns, transfers, conveys and delivers to Agilent, and agrees to cause its applicable Subsidiaries to assign, transfer, convey and deliver to Agilent's applicable Subsidiaries pursuant to the relevant Local Transfer Agreements, and Agilent hereby accepts from HP, and agrees to cause its applicable Subsidiaries to accept from HP's applicable Subsidiaries, all of HP's and its applicable Subsidiaries' respective right, title and interest in all Agilent Assets, other than the Delayed Transfer Assets; provided, however, that any Agilent Assets that are specifically assigned or transferred pursuant to another Ancillary Agreement shall not be assigned or transferred pursuant to this Section 1.1(a).

(b) Assumption of Liabilities. Effective on the Separation Date, Agilent hereby assumes and agrees faithfully to perform and fulfill, all the Agilent Liabilities held by HP, other than the Delayed Transfer Liabilities, in accordance with their respective terms, and agrees to cause its applicable Subsidiaries to assume, perform and fulfill all the Agilent Liabilities held by its Subsidiaries (other than the Delayed Transfer Liabilities), in accordance with their respective terms. Agilent shall be

responsible for all Agilent Liabilities held by HP, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or after the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Agilent Liabilities arising out of claims made by HP's or Agilent's respective directors, officers, consultants, independent contractors, employees or agents against any member of the HP Group or the Agilent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any member of the HP Group or the Agilent Group or any of their respective directors, officers, employees or agents.

(c) Delayed Transfer Assets and Liabilities. Each of the parties hereto agrees that the Delayed Transfer Assets will be assigned, transferred, conveyed and delivered, and the Delayed Transfer Liabilities will be assumed, in accordance with the terms of the agreements that provide for such assignment, transfer, conveyance and delivery, or such assumption, after the date of this Agreement or as otherwise set forth on Schedule 1.1(c). Following such assignment, transfer, conveyance and delivery of any Delayed Transfer Asset, or the assumption of any Delayed Transfer Liability, the applicable Delayed Transfer Asset or Delayed Transfer Liability shall be treated for all purposes of this Agreement and the Ancillary Agreements as an Agilent Asset or as an Agilent Liability, as the case may be.

(d) Misallocated Assets. In the event that at any time or from time to time (whether prior to, on or after the Separation Date), any party hereto (or any member of such party's respective Group), shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.

Section 1.2 Agilent Assets.

(a) Included Assets. For purposes of this Agreement, "Agilent Assets" shall mean (without duplication) the following Assets, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:

(i) all Assets reflected in the Agilent Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Agilent Balance Sheet;

(ii) all Assets that have been written off, expensed or fully depreciated that, had they not been written off, expensed or fully depreciated, would have been reflected in the Agilent Balance Sheet in accordance with the principles and accounting policies under which the Agilent Balance Sheet was prepared;

(iii) all Assets acquired by HP or its Subsidiaries after the date of the Agilent Balance Sheet that would be reflected in the consolidated balance sheet of Agilent as of the

Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the Agilent Balance Sheet was prepared;

(iv) all Assets that are used primarily by the Agilent Business at the Separation Date but are not reflected in the Agilent Balance Sheet due to mistake or unintentional omission; provided, however, that no Asset shall be an Agilent Asset unless Agilent or its Subsidiaries has, on or before the first anniversary of the Distribution Date, given HP or its Subsidiaries notice that such Asset is an Agilent Asset;

(v) all Agilent Contingent Gains;

(vi) all Agilent Contracts;

(vii) all issued and outstanding capital stock of Agilent World Trade;

(viii) all issued and outstanding stock, investments or similar interests of HP and the Subsidiaries of HP listed on Schedule 2.1(b) of the Separation Agreement;

(ix) all computers, desks, equipment (including equipment used for research and development) and other Assets used primarily by employees of HP that will become employees of Agilent in connection with the Separation; and

(x) cash, as set forth in Section 2.2 of the Separation Agreement;

(xi) to the extent permitted by law and subject to the Indemnification and Insurance Matters Agreement, all rights of any member of the Agilent Group under any of HP's Insurance Policies or other insurance policies issued by Persons unaffiliated with HP; and

(xii) all Assets that are expressly contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement (or Schedule 1.2(a)(xii) or any other Schedule hereto or thereto) as Assets to be transferred to Agilent or any other member of the Agilent Group.

Notwithstanding the foregoing, any Assets held directly or indirectly by Agilent World Trade or any Subsidiaries of HP listed on Schedule 2.1(b) of the Separation Agreement shall not be assigned or transferred pursuant to Section 1.1(a), and the Agilent Assets shall not in any event include the Excluded Assets referred to in Section 1.2(b) below.

(b) Excluded Assets. For the purposes of this Agreement, "Excluded Assets" shall mean:

(i) the Assets listed or described on Schedule 1.2(b)(i);

(ii) the Retained Receivables; and

(iii) any Assets that are expressly contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by HP or any other member of the HP Group.

Section 1.3 Agilent Liabilities.

(a) Included Liabilities. For the purposes of this Agreement, "Agilent Liabilities" shall mean (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:

(i) all Liabilities reflected in the Agilent Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Agilent Balance Sheet;

(ii) all Liabilities of HP or its Subsidiaries that arise after the date of the Agilent Balance Sheet that would be reflected in the consolidated balance sheet of Agilent as of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the Agilent Balance Sheet was prepared;

(iii) all Liabilities that are related primarily to the Agilent Business at the Separation Date but are not reflected in the Agilent Balance Sheet due to mistake or unintentional omission; provided, however, that no Liability shall be an Agilent Liability unless HP or its Subsidiaries, on or before the first anniversary of the Distribution Date, has given Agilent or its Subsidiaries notice that such Liability is an Agilent Liability;

(iv) all Agilent Contingent Liabilities;

(v) all Liabilities (other than Liabilities for Taxes), whether arising before, on or after the Separation Date, primarily relating to, arising out of or resulting from:

(1) the operation of the Agilent Business, as conducted at any time prior to, on or after the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority));

(2) the operation of any business conducted by any member of the Agilent Group at any time after the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); or

(3) any Agilent Assets;

(vi) all Liabilities relating to, arising out of or resulting from any of the terminated, divested or discontinued businesses and operations listed or described on Schedule 1.3(a)(vi); and

(vii) all Liabilities that are expressly contemplated by this Agreement, Schedule 1.3(a)(vii), the Separation Agreement or any other Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by Agilent or any member of the Agilent Group, and all agreements, obligations and Liabilities of any member of the Agilent Group under this Agreement or any of the Ancillary Agreements.

Notwithstanding the foregoing, any Liabilities of Agilent World Trade or any Subsidiaries of HP listed on Schedule 2.1(b) of the Separation Agreement shall not be assumed pursuant to Section 1.2(a), and the Agilent Liabilities shall not include the Excluded Liabilities referred to in Section 1.3(b) below.

(b) Excluded Liabilities. For the purposes of this Agreement, "Excluded Liabilities" shall mean:

(i) all Liabilities listed or described in Schedule 1.3(b)(i);

(ii) the Retained Payables;

(iii) all Insured Agilent Liabilities;

(iv) all Environmental Actions set forth in Section 1.4(b) of the Indemnification and Insurance Matters Agreement; and

(v) all Liabilities that are expressly contemplated by this Agreement, the Separation Agreement or any other Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by HP or any other member of the HP Group, and all agreements and obligations of any member of the HP Group under the Separation Agreement, this Agreement or any other Ancillary Agreement.

Section 1.4 The Non-us Plan.

(a) Consummation of Non-US Plan. Each of HP and Agilent shall take, and shall cause each member of its respective Group to take, such action as reasonably necessary to consummate the transactions contemplated by the Non-US Plan (whether prior to, on or after the Separation Date). Notwithstanding anything in this Agreement, the Separation Agreement or in any other Ancillary Agreement to the contrary, no party to a Local Transfer Agreement shall be entitled to receive or retain any Asset unless such party shall have paid any consideration contemplated to be paid in connection therewith pursuant to the Non-US Plan.

(b) Transfer of Stock. Effective on the Separation Date, HP shall transfer all of its right, title and interest in and to all of the issued and outstanding capital stock in Agilent World Trade and the other Subsidiaries listed in Schedule 2.1(b) of the Separation Agreement, to Agilent by means of a contribution of such capital stock by HP to Agilent. The parties hereto shall execute, or cause to be

executed, such transfer instruments as they mutually deem appropriate to effectuate and evidence such transfer.

Section 1.5 Methods Of Transfer And Assumption.

(a) Terms of Other Ancillary Agreements Govern. The parties shall enter into the other Ancillary Agreements, on or about the date of this Agreement. To the extent that the transfer of any Agilent Asset or the assumption of any Agilent Liability is expressly provided for by the terms of any other Ancillary Agreement, the terms of such other Ancillary Agreement shall effect, and determine the manner of, the transfer or assumption. It is the intent of the parties that pursuant to Sections 1.1, 1.2 and 1.3, the transfer and assumption of all other Agilent Assets and Agilent Liabilities, other than Delayed Transfer Assets and Delayed Transfer Liabilities, shall be made effective as of the Separation Date; provided, however, that circumstances in various jurisdictions outside the United States may require the transfer of certain Assets and the assumption of certain Liabilities to occur in such other manner and at such other time as the parties shall agree, as provided in Section 1.4 hereof.

(b) Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there may exist (i) Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Agilent or retained by HP or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Agilent or not assumed by Agilent. The parties shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re- assumption of such Liabilities, to or by the appropriate party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by Agilent. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.

(c) Transfer of Assets and Liabilities Not Included in Agilent Assets and Agilent Liabilities. In the event the parties discover Assets and Liabilities that relate primarily to the Agilent Business but do not constitute Agilent Assets under Section 1.2 or Agilent Liabilities under Section 1.3, the parties shall cooperate in good faith to effect the transfer of such Assets at book value, or the assumption of such Liabilities, to Agilent or its Subsidiaries and shall not use the determination of remedial actions contemplated in the Separation Agreement to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by Agilent. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.

(d) Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Agilent Assets and the assumption of Agilent Liabilities set forth in Sections 1.5(a), (b) and (c) and certain Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) HP shall execute and deliver, and shall cause its Subsidiaries in accordance with Local Transfer Agreements to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of HP's and its Subsidiaries' right, title and interest in and to the Agilent Assets to Agilent and (ii) Agilent shall execute and deliver, to HP and its Subsidiaries such bills of sale, stock powers, certificates of title, assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Agilent Liabilities by Agilent.

Section 1.6 Governmental Approvals And Consents.

(a) Transfer In Violation of Laws. If and to the extent that the valid, complete and perfected transfer assignment or novation to the Agilent Group of any Agilent Assets and Agilent Liabilities (or from the Agilent Group of any Non-Agilent Assets) would be a violation of applicable laws or require any Consent or Governmental Approval in connection with the Separation, the IPO or the Distribution, then, unless HP shall otherwise determine, the transfer, assignment or novation to or from the Agilent Group, as the case may be, of such Agilent Assets or Non-Agilent Assets, respectively, shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been obtained. Notwithstanding the foregoing, such Asset shall still be considered an Agilent Asset for purposes of determining whether any Liability is an Agilent Liability; provided, however, that if such covenants or Governmental Approvals have not been obtained within six months of the Distribution Date, the parties will use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.

(b) Transfers Not Consummated Prior to Separation Date. If the transfer, assignment or novation of any Assets intended to be transferred or assigned hereunder, including pursuant to the Non-US Plan, is not consummated prior to or on the Separation Date, whether as a result of the provisions of Section 1.6(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Agilent Assets (or such Non-Agilent Assets, as the case may be), including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assets, are to inure from and after the Separation Date to the Agilent Group (or the HP Group, as the case may be). If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 1.6(a), are obtained, the transfer of

the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(c) Expenses. The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset.

Section 1.7 Nonrecurring Costs And Expenses. Notwithstanding anything herein to the contrary, any nonrecurring costs and expenses incurred by the parties hereto to effect the transactions contemplated hereby which are not allocated pursuant to the terms of the Separation Agreement, this Agreement or any other Ancillary Agreement shall be the responsibility of the party which incurs such costs and expenses.

Section 1.8 Novation Of Assumed Agilent Liabilities.

(a) Reasonable Commercial Efforts. Each of HP and Agilent, at the request of the other, shall use their reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate (including with respect to any federal government contract) or assign all rights and obligations under agreements, leases, licenses and other obligations or Liabilities (including Agilent OFLs) of any nature whatsoever that constitute Agilent Liabilities or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Agilent Group, so that, in any such case, Agilent and its Subsidiaries will be solely responsible for such Liabilities; provided, however, that neither HP, Agilent nor their Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested.

(b) Inability to Obtain Novation. If HP or Agilent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the HP Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Agilent shall, as agent or subcontractor for HP or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of HP or such other Person, as the case may be, thereunder from and after the date hereof. HP shall, without further consideration, pay and remit, or cause to be paid or remitted, to Agilent or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, HP shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its

respective Group to Agilent without payment of further consideration and Agilent shall, without the payment of any further consideration, assume such rights and obligations.

ARTICLE II

LITIGATION

Section 2.1 Allocation.

(a) Litigation to Be Transferred to Agilent. Notwithstanding any contrary provisions in the provisions of the Indemnification and Insurance Matters Agreement, on the Separation Date, the responsibilities for management of the litigation identified in Section 2.1(a) of a litigation disclosure letter (the "Litigation Disclosure Letter"), which will be delivered by HP to Agilent on the Separation Date, shall be transferred in their entirety from HP and its Subsidiaries to Agilent and its Subsidiaries. As of the Separation Date and thereafter, Agilent shall manage the defense of this litigation and shall cause its applicable Subsidiaries to do the same. HP and its Subsidiaries must first obtain the prior consent of Agilent or its applicable Subsidiary for any action taken subsequent to the Separation Date in connection with the litigation identified in the Litigation Disclosure Letter, which consent cannot be unreasonably withheld or delayed. All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.

(b) Litigation to be Defended by HP at Agilent's Expense. Notwithstanding any contrary provisions in the Indemnification and Insurance Matters Agreement, HP shall defend, and shall cause its applicable Subsidiaries to defend, the litigation identified in Section 2.1(b) of the Litigation Disclosure Letter. All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.

(c) All Other Litigation. All other litigation outstanding at the Separation Date not included in the Litigation Disclosure Letter shall remain with HP, and Agilent shall have no liability in connection with, or responsibility for defending, such litigation.

Section 2.2 Cooperation. HP and Agilent and their respective Subsidiaries shall cooperate with each other in the defense of any litigation covered under this Article II and afford to each other reasonable access upon reasonable advance notice to witnesses and information (other than information protected from disclosure by applicable privileges) that is reasonably required to defend this litigation as set forth in Section 5.4 of the Separation Agreement. The foregoing agreement to cooperate includes, but is not limited to, an obligation to provide access to qualified assistance to provide information, witnesses and documents to respond to discovery requests in specific lawsuits. In such cases, cooperation shall be timely so that the party responding to discovery may meet all court-imposed deadlines. The party requesting information shall reimburse the party providing information consistent with the terms of Section 5.4 of the Separation

Agreement. The obligations set forth in this paragraph are more clearly defined in Section 5.4 of the Separation Agreement, to which reference is hereby made.

ARTICLE III

MISCELLANEOUS

Section 3.1 Entire Agreement. This Agreement, the Master Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules referenced or attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 3.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

Section 3.3 Notices. Any notice, demand, offer, request or other communication required or permitted to be given by either party pursuant to the terms of this Agreement shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) business day after being deposited with an overnight courier service or (v) four (4) days after being deposited in the US mail, First Class with postage prepaid, and addressed to the attention of the party's General Counsel at the address of its principal executive office or such other address as a party may request by notifying the other in writing.

Section 3.4 Parties In Interest. This Agreement, including the Schedules and Exhibits hereto, and the other documents referred to herein, shall be binding upon and inure solely to the benefit of each party hereto and their legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 3.5 Counterparts. This Agreement, including the Schedules and Exhibits hereto, and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 3.6 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors. This Agreement may not be assigned by any party hereto.

Section 3.7 Severability. If any term or other provision of this Agreement or the Schedules or Exhibits attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of

law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

SECTION 3.8 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules or Exhibits attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

SECTION 3.9 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

SECTION 3.10 Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

SECTION 3.11 Interpretation. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

SECTION 3.12 Conflicting Agreements. In the event of conflict between this Agreement and any other Ancillary Agreement or other agreement executed in connection herewith, the provisions of Ancillary Agreement and such other agreement shall prevail.

ARTICLE IV

DEFINITIONS

SECTION 4.1 Action. "Action" means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international governmental authority or any arbitration or mediation tribunal.

SECTION 4.2 Affiliated Company. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Schedule 7.1(a) to the Separation Agreement and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Schedule 7.1(b) to the Separation Agreement. Schedules 7.1(a) and 7.1(b) may be amended from time to time after the date hereof upon mutual written consent of the parties.

SECTION 4.3 Agilent Assets. "Agilent Assets" has the meaning set forth in Section 1.2 of this Agreement.

SECTION 4.4 Agilent Balance Sheet. "Agilent Balance Sheet" means the audited consolidated balance sheet (including the notes thereto) of the Agilent Business as of July 31, 1999 that is included in the IPO Registration Statement.

SECTION 4.5 Agilent Business. "Agilent Business" the business and operations of the business entities of HP currently known under the following names, as described in the IPO Registration Statement and as such business and operations will continue following the Separation Date: (i) the Test and Measurement Organization, (ii) the Semiconductor Products Group, (iii) the Chemical Analysis Group, (iv) the Healthcare Solutions Group and (v) the portion of HP Labs and infrastructure organizations related to these businesses and (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the Agilent Business as then conducted.

SECTION 4.6 Agilent Contingent Gain. "Agilent Contingent Gain" means any claim or other right of a member of the HP Group or the Agilent Group that primarily relates to the Agilent Business, whenever arising, against any Person other than a member of the HP Group or the Agilent Group, if and to the extent that (i) such claim or right arises out of the events, acts or omissions occurring as of the Separation Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Separation Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Separation Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Separation Date. A claim or right meeting the foregoing definition shall be considered an Agilent Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Separation Date with respect thereto. In the case of any claim or right a portion of which

arises out of events, acts or omissions occurring prior to the Separation Date and a portion of which arises out of events, acts or omissions occurring on or after the Separation Date, only that portion that arises out of events, acts or omissions occurring prior to the Separation Date shall be considered an Agilent Contingent Gain. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Separation Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Separation Date, such that the claim or right, were it asserted in an Action on or prior to the Separation Date, would not be dismissed by a court on ripeness or similar grounds. Notwithstanding the foregoing, none of (i) any Insurance Proceeds, (ii) any Excluded Assets, (iii) any reversal of any litigation or other reserve, or
(iv) any matters relating to Taxes (which are governed by the Tax Sharing Agreement) shall be deemed to be an Agilent Contingent Gain.

SECTION 4.7 Agilent Contingent Liability. "Agilent Contingent Liability" means any Liability, other than Liabilities for Taxes (which are governed by the Tax Sharing Agreement), of a member of the HP Group or the Agilent Group that primarily relates to the Agilent Business, whenever arising, to any Person other than a member of the HP Group or the Agilent Group, if and to the extent that
(i) such Liability arises out of the events, acts or omissions occurring as of the Separation Date and (ii) the existence or scope of the obligation of a member of the HP Group or the Agilent Group as of the Separation Date with respect to such Liability was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Separation Date or as a result of the failure of such Liability to have been discovered or asserted as of the Separation Date (it being understood that the existence of a litigation or other reserve with respect to any Liability shall not be sufficient for such Liability to be considered acknowledged, fixed or determined). In the case of any Liability a portion of which arises out of events, acts or omissions occurring prior to the Separation Date and a portion of which arises out of events, acts or omissions occurring on or after the Separation Date, only that portion that arises out of events, acts or omissions occurring prior to the Separation Date shall be considered an Agilent Contingent Liability. For purposes of the foregoing, a Liability shall be deemed to have arisen out of events, acts or omissions occurring prior to the Separation Date if all the elements necessary for the assertion of a claim with respect to such Liability shall have occurred on or prior to the Separation Date, such that the claim, were it asserted in an Action on or prior to the Separation Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of the foregoing, the parties agree that no Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Separation Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Matters Agreement) as of the Separation Date, shall deemed to be an Agilent Contingent Liability. For purposes of determining whether a claim relating to the Year 2000 problem is an Agilent Contingent Liability, claims relating to products shipped prior to the Separation Date shall be deemed to have arisen prior to the Separation Date.

SECTION 4.8 Agilent Contracts. "Agilent Contracts" means the following contracts and agreements to which HP is a party or by which it or any of its Assets is bound, whether or not in

writing, except for any such contract or agreement that is contemplated to be retained by HP or any member of the HP Group pursuant to any provision of this Agreement or any other Ancillary Agreement:

(i) any contract or agreement entered into in the name of, or expressly on behalf of, any division or business unit of Agilent;

(ii) any contract or agreement that relates primarily to the Agilent Business;

(iii) any contracts or agreements related to the computers, desks, equipment and other Assets used or managed primarily by employees of HP that will become employees of Agilent in connection with the Separation;

(iv) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the other Ancillary Agreements to be assigned to Agilent;

(v) any guarantee, indemnity, representation, warranty or other Liability of any member of the Agilent Group or the HP Group in respect of any other Agilent Contract, any Agilent Liability or the Agilent Business (including guarantees of financing incurred by customers or other third parties in connection with purchases of products or services from the Agilent Business); and

(vi) any Agilent OFL.

SECTION 4.9 Agilent Group. "Agilent Group" means Agilent, each Subsidiary and Affiliated Company of Agilent immediately after the Separation Date or that is contemplated to be a Subsidiary or Affiliated Company of Agilent pursuant to the Non-US Plan and each Person that becomes a Subsidiary or Affiliate Company of Agilent after the Separation Date.

SECTION 4.10 Agilent Liabilities. "Agilent Liabilities" has the meaning set forth in Section 1.3 of this Agreement.

SECTION 4.11 Agilent Pro Forma Balance Sheet. "Agilent Pro Forma Balance Sheet" means the unaudited pro forma condensed consolidated balance sheet appearing in the IPO Registration Statement.

SECTION 4.12 Agilent World Trade. "Agilent World Trade" refers to Agilent World Trade, Inc., a Delaware corporation.

SECTION 4.13 Ancillary Agreement. "Ancillary Agreement" has the meaning set forth in Section 2.1 of the Separation Agreement.

SECTION 4.14 Assets. "Assets" means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere),

whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(i) all accounting and other books, records and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

(ii) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(iv) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; and all other investments in securities of any Person;

(vi) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all Intellectual Property and licenses from third Persons granting the right to use any Intellectual Property;

(x) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings,

formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

(xiv) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv) all licenses (including radio and similar licenses), permits, approvals and authorizations which have been issued by any Governmental Authority;

(xvi) cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(xvii) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

SECTION 4.15 Consents. "Consents" means any consents, waivers or approvals from, or notification requirements to, any third parties.

SECTION 4.16 Contracts. "Contracts" means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part of its property under applicable law.

SECTION 4.17 Delayed Transfer Assets. "Delayed Transfer Assets" means any Agilent Assets that are expressly provided in this Agreement, the Separation Agreement or any other Ancillary Agreement to be transferred after the date of this Agreement.

SECTION 4.18 Distribution. "Distribution" means HP's pro rata distribution to the holders of its common stock, $0.01 par value, several months following the IPO, of all of the shares of Agilent common stock owned by HP.

SECTION 4.19 Distribution Date. "Distribution Date" has the meaning set forth in Section 4.1 of the Separation Agreement.

SECTION 4.20 Environmental Actions. "Environmental Actions" has the meaning set forth in Section 4.15 of the Indemnification and Insurance Matters Agreement.

SECTION 4.21 Excluded Assets. "Agilent Assets" has the meaning set forth in Section 1.2(b) of this Agreement.

SECTION 4.22 Excluded Liabilities. "Agilent Liabilities" has the meaning set forth in Section 1.3(b) of this Agreement.

SECTION 4.23 Governmental Approvals. "Governmental Approvals" means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

SECTION 4.24 Governmental Authority. "Governmental Authority" means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

SECTION 4.25 HP Group. "HP Group" means HP, each Subsidiary and Affiliated Company of HP (other than any member of the Agilent Group) immediately after the Separation Date, after giving effect to the Non-US Plan and each Person that becomes a Subsidiary or Affiliate Company of HP after the Separation Date.

SECTION 4.26 Indemnification and Insurance Matters Agreement.. "Indemnification and Insurance Matters Agreement" means the Indemnification and Insurance Matters Agreement attached as Exhibit K to the Separation Agreement.

SECTION 4.27 Insurance Policies. "Insurance Policies". means insurance policies pursuant to which a Person makes a true risk transfer to an insurer.

SECTION 4.28 Insured Agilent Liability. "Insured Agilent Liability" means any Agilent Liability to the extent that (i) it is covered under the terms of HP's Insurance Policies in effect prior to the Distribution Date and (ii) Agilent is not a named insured under, or otherwise entitled to the benefits of, such Insurance Policies.

SECTION 4.29 Intellectual Property. "Intellectual Property" means all domestic and foreign patents and patent applications, together with any continuations, continuations-in-part or divisional applications thereof, and all patents issuing thereon (including reissues, renewals and re-examinations of the foregoing); design patents, invention disclosures; mask works; copyrights, and copyright applications and registrations; Web addresses, trademarks, service marks, trade names, and trade dress, in each case together with any applications and registrations therefor and all appurtenant goodwill relating thereto; trade secrets, commercial and technical information, know-how, proprietary or confidential information, including engineering, production and other designs, notebooks, processes, drawings, specifications, formulae, and technology; computer and electronic data processing programs and software (object and source code), data bases and documentation thereof; inventions (whether patented or not); utility models; registered designs, certificates of invention and all other intellectual property under the laws of any country throughout the world.

SECTION 4.30 IPO Registration Statement. "IPO Registration Statement" means the registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended, to be filed

with the Securities and Exchange Commission registering the shares of common stock of Agilent to be issued in the initial public offering, together with all amendments thereto.

SECTION 4.31 Liabilities. "Liabilities" means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto.

SECTION 4.32 Litigation Disclosure Letter. "Litigation Disclosure Letter" has the meaning set forth in Section 2.1(a) of this Agreement.

SECTION 4.33 Local Transfer Agreements. "Local Transfer Agreements" means the agreements necessary to effect the Non-US Plan (as defined in the Separation Agreement).

SECTION 4.34 Non-US Plan. "Non-US Plan" has the meaning set forth in
Section 5.8 of the Separation Agreement.

SECTION 4.35 OFLs. "OFLs" mean all liabilities, obligations, contingencies, instruments and other Liabilities of any member of the HP Group of a financial nature with third parties existing on the date hereof or entered into or established between the date hereof and the Separation Date, including any of the following:

(i) foreign exchange contracts;

(ii) letters of credit;

(iii) guarantees of third party loans to customers;

(iv) surety bonds (excluding surety for workers' compensation self-insurance);

(v) interest support agreements on third party loans to customers;

(vi) performance bonds or guarantees issued by third parties;

(vii) swaps or other derivatives contracts; and

(viii) recourse arrangements on the sale of receivables or notes.

SECTION 4.36 Person. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

SECTION 4.37 Retained Payables. "Retained Payables" means (i) all accounts payable and other obligations of payment for goods or services purchased, leased or otherwise received in the conduct of the Agilent Business that as of the Separation Date are payable to a third Person by HP or any of HP's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of HP or any of HP's Subsidiaries with respect thereto, and any obligations related to any of the foregoing and (ii) all employee compensation Liabilities and other miscellaneous Liabilities for which an adjustment is made in the Agilent Pro Forma Balance Sheet.

SECTION 4.38 Retained Receivables. "Retained Receivables" means (i) all accounts receivable and other rights to payment for goods or services sold, leased or otherwise provided in the conduct of the Agilent Business that as of the Separation Date are payable by a third Person to HP or any of HP's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the account debtor with respect thereto, and any proceeds of any of the foregoing and (ii) all other miscellaneous Assets for which an adjustment is made in the Agilent Pro Forma Balance Sheet.

SECTION 4.39 Security Interest. "Security Interest" means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

SECTION 4.40 Separation. "Separation" means the transfer and contribution from HP to Agilent, and Agilent's receipt and assumption of, directly or indirectly, substantially all of the Assets and Liabilities currently associated with the Agilent Business and the stock, investments or similar interests currently held by HP in subsidiaries and other entities that conduct such business.

SECTION 4.41 Separation Agreement. "Separation Agreement" means the Master Separation and Distribution Agreement dated as of August 12, 1999, of which this is an Exhibit thereto.

SECTION 4.42 Separation Date. "Separation Date" means the effective date and time of each transfer of property, assumption of liability, licenase, undertaking, or agreement in connection with the Separation, which shall be 12:01 a.m., Pacific Time, November 1, 1999, or such date as may be fixed by the Board of Directors of HP.

SECTION 4.43 Subsidiary. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person or its Subsidiaries owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing

body. Unless context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation, including the actions taken pursuant to the Non-US Plan.

SECTION 4.44 Taxes. "Taxes" has the meaning set forth in the Tax Sharing Agreement.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

HEWLETT PACKARD COMPANY

By:_________________________________________
Name:
Title: President and Chief Executive Officer

           Schedule 1.1(c)  Delayed Transfer Assets and Liabilities

None.

        Schedule 1.2(a)(xii)  Specific Agilent Assets to be Transferred

None.

Schedule 1.2(b)(i) Excluded Assets

None.

Schedule 1.3(a)(vi) Divested Businesses Which Contain Liabilities to be Transferred to Agilent

1. Businesses divested by HP pursuant to the Master Asset Purchase Agreement, dated February 12, 1998, by and between Hewlett-Packard Company and Lucent Technologies, Inc, as amended by Amendment No. 1 to the Master Asset Purchase Agreement, dated March 9, 1998.

2. Businesses divested by HP pursuant to the Amended and Restated Asset Purchase Agreement, dated October 9, 1998, by and between Hewlett-Packard Company and Powerwave Technologies, Inc.

3. Divestiture of certain assets of the Video Communications Division to Pinnacle Systems.

Schedule 1.3(a)(vii) Specific Agilent Liabilities

Schedule 1.3(b)(i) Excluded Liabilities

Exhibit 2.3

MASTER TECHNOLOGY OWNERSHIP AND
LICENSE AGREEMENT

between

HEWLETT-PACKARD COMPANY

and

AGILENT TECHNOLOGIES, INC.

Effective as of ___________, 1999

MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

                               TABLE OF CONTENTS
                                                                          Page
                                                                          ----
ARTICLE I DEFINITIONS.....................................................   1

    1.1   AFFILIATED COMPANY..............................................   1
    1.2   AGILENT BUSINESS................................................   1
    1.3   AGILENT OWNED TECHNOLOGY........................................   2
    1.4   AGILENT PRODUCTS................................................   2
    1.5   AGILENT PRODUCTS DATABASE.......................................   2
    1.6   COPYRIGHTS......................................................   2
    1.7   DATABASE RIGHTS.................................................   2
    1.8   HP PRODUCTS.....................................................   2
    1.9   IMPROVEMENTS....................................................   2
    1.10  INVENTION DISCLOSURE............................................   3
    1.11  LICENSED AGILENT TECHNOLOGY.....................................   3
    1.12  LICENSED HP TECHNOLOGY..........................................   3
    1.13  MASK WORK RIGHTS................................................   3
    1.14  MASTER SEPARATION AGREEMENT.....................................   3
    1.15  PATENTS.........................................................   3
    1.16  PERSON..........................................................   4
    1.17  SELL............................................................   4
    1.18  SEPARATION DATE.................................................   4
    1.19  SUBSIDIARY......................................................   4
    1.20  TECHNOLOGY......................................................   4
    1.21  THIRD PARTY.....................................................   5

ARTICLE II ALLOCATION OF OWNERSHIP........................................   5

    2.1   ASSIGNMENT......................................................   5
    2.2   PRIOR GRANTS....................................................   5
    2.3   ASSIGNMENT DISCLAIMER...........................................   5
    2.4   COPIES IN ITS POSSESSION........................................   5

ARTICLE III LICENSE GRANTS................................................   6

    3.1   LICENSE TO HP...................................................   6
    3.2   LICENSE TO AGILENT..............................................   9
    3.3   HAVE MADE RIGHTS................................................  11
    3.4   IMPROVEMENTS....................................................  12
    3.5   DURATION OF SUBLICENSES TO SUBSIDIARIES AND AFFILIATED
          COMPANIES.......................................................  12
    3.6   NO PATENT LICENSES..............................................  12
    3.7   THIRD PARTY TECHNOLOGY..........................................  12

TABLE OF CONTENTS
(continued)

                                                                          Page
                                                                          ----
ARTICLE IV CONFIDENTIALITY...............................................   12

ARTICLE V TERMINATION....................................................   13

    5.1   VOLUNTARY TERMINATION..........................................   13
    5.2   SURVIVAL.......................................................   13
    5.3   NO OTHER TERMINATION...........................................   13

ARTICLE VI DISPUTE RESOLUTION............................................   13

    6.1   NEGOTIATION....................................................   13
    6.2   NONBINDING MEDIATION...........................................   13
    6.3   PROCEEDINGS....................................................   14

ARTICLE VII LIMITATION OF LIABILITY......................................   14

ARTICLE VIII MISCELLANEOUS PROVISIONS....................................   14

    8.1   DISCLAIMER.....................................................   14
    8.2   NO IMPLIED LICENSES............................................   15
    8.3   INFRINGEMENT SUITS.............................................   15
    8.4   NO OTHER OBLIGATIONS...........................................   15
    8.5   ENTIRE AGREEMENT...............................................   15
    8.6   GOVERNING LAW..................................................   16
    8.7   DESCRIPTIVE HEADINGS...........................................   16
    8.8   NOTICES........................................................   16
    8.9   NONASSIGNABILITY...............................................   16
    8.10  SEVERABILITY...................................................   17
    8.11  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..........   17
    8.12  AMENDMENT......................................................   17
    8.13  COUNTERPARTS...................................................   17

EXHIBIT A: AFFILIATED COMPANIES

MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

This Master Technology Ownership and License Agreement (the "Agreement") is effective as of __________, 1999 (the "Effective Date"), between Hewlett-Packard Company, a Delaware corporation ("HP"), having an office at 3000 Hanover Street, Palo Alto, California 94304, and Agilent Technologies, Inc., a Delaware corporation ("Agilent"), having an office at 3000 Hanover Street, Palo Alto, California 94304.

WHEREAS, the Board of Directors of HP has determined that it is in the best interest of HP and its stockholders to separate HP's existing businesses into two independent businesses;

WHEREAS, as part of the foregoing, HP and Agilent have entered into a Master Separation Agreement (as defined below), which provides, among other things, for the separation of certain Agilent assets and Agilent liabilities, the initial public offering of Agilent stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing;

WHEREAS, also as part of the foregoing, HP desires to assign to Agilent ownership of certain technology and each party desires to license to the other party certain of its technology; and

WHEREAS, also as part of the foregoing, the parties have also entered into an ICBD Technology Ownership and License Agreement (the "ICBD Technology Agreement") which provides for the ownership and licensing of certain integrated circuit technology.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement the following capitalized terms are defined in this Article I and shall have the meaning specified herein:

1.1 AFFILIATED COMPANY. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Exhibit A hereto and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Exhibit A hereto; provided, however, that any such entity listed in Exhibit A shall be considered to be an Affiliated Company under this Agreement only if it agrees in writing to be bound by the terms and conditions of this Agreement. Exhibit A may be amended from time to time after the date hereof upon mutual consent of the parties.

1.2 AGILENT BUSINESS. "Agilent Business" means (a) the business and operations of the following business entities of HP, as described in the IPO Registration Statement (as defined in

the Master Separation Agreement): (i) the Test and Measurement Organization,
(ii) the Semiconductor Products Group, (iii) the Chemical Analysis Group, (iv) the Healthcare Solutions Group and (v) any related infrastructure organizations and (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the Agilent Business as then conducted.

1.3 AGILENT OWNED TECHNOLOGY. "Agilent Owned Technology" means (i) all Technology associated with the development, design, testing, manufacture, maintenance, support, debugging, quality control, repair, use, marketing and sale of the products listed in the Agilent Products Database and the products developed or being developed primarily by the Agilent Business as of the Separation Date, (ii) all Technology developed or being developed primarily by the Agilent Business as of the Separation Date and (iii) all other Technology used exclusively by the Agilent Business.

1.4 AGILENT PRODUCTS. "Agilent Products" means any and all products and services of the businesses in which Agilent or any of its Subsidiaries or Affiliated Companies is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when Agilent, its Subsidiaries or Affiliated Companies is acting as a contract manufacturer or foundry for such Third Parties).

1.5 AGILENT PRODUCTS DATABASE. "Agilent Products Database" means the Agilent Products Database, as it may be updated by the parties upon mutual agreement to add products as of the Separation Date.

1.6 COPYRIGHTS. "Copyrights" mean (i) any copyright in any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101 et. seq., whether registered or unregistered, including any applications for registration thereof, (ii) any corresponding foreign copyrights under the laws of any jurisdiction, in each case, whether registered or unregistered, and any applications for registration thereof, and (iii) moral rights under the laws of any jurisdiction.

1.7 DATABASE RIGHTS. "Database Rights" means any rights in databases under the laws of the United States or any other jurisdiction, whether registered or unregistered, and any applications for registration thereof.

1.8 HP PRODUCTS. "HP Products" means any and all products and services of the businesses in which HP or any of its Subsidiaries or Affiliated Companies is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when HP, its Subsidiaries or Affiliated Companies is acting as a contract manufacturer or foundry for such Third Parties).

1.9 IMPROVEMENTS. "Improvements" to Technology means (i) with respect to Copyrights, any modifications, derivative works, and translations of works of authorship, (ii) with respect to Database Rights, any database that is created by extraction or re-utilization of another

database, and (iii) with respect to Mask Work Rights, trade secrets and other intellectual property rights included within the definition of Technology and not covered by Sections 1.9(i) - (ii) above, any improvements of Technology. For the purposes of clarification, an item of Technology will be deemed to be an Improvement of another item of Technology only if it is actually derived from such other item of Technology and not merely because it may have the same or similar functionality or use as such other item of Technology.

1.10 INVENTION DISCLOSURE. "Invention Disclosure" means a disclosure of an invention (i) written for the purpose of allowing legal and business people to determine whether to file a Patent application with respect to such invention and (ii) recorded with a control number in the owning party's records.

1.11 LICENSED AGILENT TECHNOLOGY. "Licensed Agilent Technology" means any Technology:

(a) which, as of the Separation Date, Agilent or any Subsidiary or Affiliated Company of Agilent (i) owns or controls or (ii) otherwise has the right to grant any licenses of the type and on the terms herein granted to HP without the obligation to pay royalties or other consideration to Third Parties; and

(b) which is known to or in the possession of HP or its Subsidiaries or Affiliated Companies as of the Separation Date.

1.12 LICENSED HP TECHNOLOGY. "Licensed HP Technology" means any Technology:

(a) which, as of the Separation Date, HP or any Subsidiary or Affiliated Company of HP (i) owns or controls or (ii) otherwise has the right to grant any licenses of the type and on the terms herein granted to Agilent without the obligation to pay royalties or other consideration to Third Parties; and

(b) which is known to or in the possession of Agilent, its Subsidiaries or Affiliated Companies as of the Separation Date.

1.13 MASK WORK RIGHTS. "Mask Work Rights" means (i) any rights in mask works, as defined in 17 U.S.C. Section 901, whether registered or unregistered, including applications for registration thereof, and (ii) any foreign rights in semiconductor topologies under the laws of any jurisdiction, whether registered or unregistered, including applications for registration thereof.

1.14 MASTER SEPARATION AGREEMENT. "Master Separation Agreement" means the Master Separation and Distribution Agreement between the parties.

1.15 PATENTS. "Patents" means patents, utility models, design patents, design registrations, certificates of invention and other governmental grants for the protection of inventions

or industrial designs anywhere in the world and all reissues, renewals, re- examinations and extensions of any of the foregoing.

1.16 PERSON. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, and a governmental entity or any department, agency or political subdivision thereof.

1.17 SELL. To "Sell" a product means to sell, transfer, lease or otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings ascribed thereto.

1.18 SEPARATION DATE. "Separation Date" means 12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by the Board of Directors of HP.

1.19 SUBSIDIARY. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body. Unless the context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation (as defined in the Master Separation Agreement), including the actions taken pursuant to the Non-US Plan (as defined in the Master Separation Agreement). For example, if HP owns 70% of the stock of another corporation, and that corporation owns 60% of the equity interest of a limited liability company, then that corporation is a Subsidiary of HP but that limited liability company is not. However, if such corporation owns 90% of the equity interest of a limited liability company, then that limited liability company is a Subsidiary of HP. For the avoidance of doubt, this definition of Subsidiary is different from the definition of Subsidiary in the Master Separation Agreement.

1.20 TECHNOLOGY. "Technology" means technological models, algorithms, manufacturing processes, design processes, behavioral models, logic diagrams, schematics, test vectors, know-how, computer and electronic data processing and other apparatus programs and software (object code and source code), optical, hydraulic and fluidic apparatus and processes, medical chemical, biochemical, biological, macro-molecular and genetic compounds, processes, cell lines, detection and analytical devices, databases and documentation thereof, trade secrets, technical information, specifications, drawings, records, documentation, works of authorship or other creative works, websites, ideas, knowledge, data or the like. The term Technology includes Copyrights, Database Rights, Mask Work Rights, trade secrets and any other intellectual property right, but expressly does not include (i) any trademark, trade name, trade dress or service mark, or applications for registration thereof or (ii) any Patents or applications therefor, including any of the foregoing that may be based on Invention Disclosures that are covered by the Master Patent Ownership and Assignment Agreement between the parties, but does include trade secret rights in and to inventions disclosed in such Patent applications and Invention Disclosures. Notwithstanding the generality of the foregoing provisions of this
Section 1.20, however, the term "Technology" does not include ICBD Technology as such term is defined in the ICBD Technology Agreement.

1.21 THIRD PARTY. "Third Party" means a Person other than HP and its Subsidiaries and Affiliated Companies and Agilent and its Subsidiaries and Affiliated Companies.

ARTICLE II

ALLOCATION OF OWNERSHIP

2.1 ASSIGNMENT. Subject to Sections 2.2 and 2.3 below, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Agilent Owned Technology, to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent all its (and their) right, title and interest in and to any and all causes of action and rights of recovery for past infringement of Copyrights, Database Rights and Mask Work Rights in and to the Agilent Owned Technology, and for past misappropriation of trade secrets in and to the Agilent Owned Technology. HP further covenants that HP will, without demanding any further consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and cause its Subsidiaries to do) all lawful and just acts that may be or become necessary for evidencing, maintaining, recording and perfecting Agilent's rights to such Agilent Owned Technology consistent with HP's general business practice as of the Separation Date, including but not limited to, execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent for each Copyright, Mask Work Right or Database Right jurisdiction.

2.2 PRIOR GRANTS. Agilent acknowledges and agrees that the foregoing assignment is subject to any and all licenses or other rights that may have been granted by HP or its Subsidiaries with respect to the Agilent Owned Technology prior to the Separation Date. HP shall respond to reasonable inquiries from Agilent regarding any such prior grants.

2.3 ASSIGNMENT DISCLAIMER. AGILENT ACKNOWLEDGES AND AGREES THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS IS," QUITCLAIM BASIS AND THAT NEITHER HP NOR ANY SUBSIDIARY OR AFFILIATED COMPANY OF HP HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT.

2.4 COPIES IN ITS POSSESSION. Notwithstanding the allocation of ownership in this Article II, each party has the right to retain copies of any Technology that it has in its possession as of the Separation Date.

ARTICLE III

LICENSE GRANTS

3.1 LICENSE TO HP.

(a) Agilent grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to HP the following personal, irrevocable, nonexclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 8.9 below) licenses:

(i) under its and their Copyrights in and to the Licensed Agilent Technology, (A) to reproduce and have reproduced the works of authorship included in the Licensed Agilent Technology and Improvements thereof prepared by or for HP, in whole or in part, as part of HP Products, (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in the Licensed Agilent Technology in order to create HP Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in the Licensed Agilent Technology and Improvements thereof prepared by or for HP to the public by sale or other transfer of ownership or by rental, lease or lending, as part of HP Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the Licensed Agilent Technology and Improvements thereof prepared by or for HP, as part of HP Products;

(ii) under its and their Database Rights in and to the Licensed Agilent Technology, to extract data from the databases included in the Licensed Agilent Technology and to re-utilize such data to design, develop, manufacture and have manufactured HP Products and to Sell such HP Products that incorporate such data, databases and Improvements thereof prepared by or for HP;

(iii) under its and their Mask Work Rights in and to the Licensed Agilent Technology, (A) to reproduce and have reproduced mask works and semiconductor topologies included in the Licensed Agilent Technology and embodied in HP Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied, and (C) to induce or knowingly to cause a Third Party to do any of the acts described in Sections 3.1(a)(iii)(A) and (B) above; and

(iv) under its and their trade secrets and other intellectual property rights in and to the Licensed Agilent Technology (except the intellectual property rights excluded from the definition of Technology), to use the Licensed Agilent Technology and Improvements thereof prepared by or for HP to design, develop, manufacture and have manufactured HP Products and to Sell such HP Products.

(b) Without limiting the generality of the foregoing licenses granted in Section 3.1(a) above, with respect to software included within the Licensed Agilent Technology,

such licenses include the right to use, modify, and reproduce such software and Improvements thereof made by or for HP to create HP Products, in source code and object code form, and to Sell such software and Improvements thereof made by or for HP, in source code and object code form, as part of HP Products; provided, however, that,

(i) with respect to Agilent's software products that are commercially released as of the Separation Date, HP shall be limited to using no more than ten percent (10%) of the lines of code of any such commercially released software product in any HP Product Sold by HP to a Third Party. Any other rights of HP to Sell such commercially released software products of Agilent shall be solely as set forth in a separate written agreement. For purposes of this Section 3.1(b), a "commercially released" product shall mean a product that has been placed on an Agilent corporate price list or released by Agilent to Third Parties for beta testing; and

(ii) with respect to Agilent software that is only used internally, HP recognizes that such software was not designed for use in products that are Sold to Third Parties and that Agilent has no obligation whatsoever to support such software. Accordingly, HP agrees to use reasonable care in selecting any such software for use in HP Products, taking into account that such software will be difficult to support.

(c) The foregoing licenses in this Section 3.1 include the right to have contract manufacturers and foundries manufacture HP Products for HP.

(d) HP may grant sublicenses within the scope of the licenses granted under Sections 3.1(a) and (b) above as follows:

(i) HP may grant sublicenses to its Subsidiaries for so long as they remain its Subsidiaries, with no right to grant further sublicenses other than, in the case of a sublicensed Subsidiary, to another Subsidiary of such party and as described in Section 3.1(d)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming a Subsidiary;

(ii) HP may grant sublicenses to its Affiliated Companies for so long as HP holds at least thirty percent (30%) ownership interest in the Affiliated Companies, with no right to grant further sublicenses other than, in the case of a sublicensed Affiliated Company, to the Affiliated Company's wholly owned subsidiaries and as described in Section 3.1(d)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming an Affiliated Company;

(iii) HP may grant sublicenses with respect to HP Products in the form of software, in object code and source code form, to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers; and

(iv) HP may grant sublicenses with respect to the relevant Licensed Agilent Technology to the Transferee (as defined below), in the event that HP transfers, after the

Separation Date, a going business (but not all or substantially all of its business or assets), provided that such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. Dollars ($10,000,000.00), regardless of whether such transfer is part of (A) an asset sale to any Third Party, (B) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, HP ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) the Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority, or (C) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) no single Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such ex-Subsidiary or ex-Affiliated Company; provided that:

(1) the Transferee shall have no right to grant further sublicenses except as described in Section 3.1(d)(iii) above and except that the Transferee shall have the right to grant sublicenses to any Third Party at least eighty percent (80%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, directly or indirectly, owned by the Transferee, only for so long as such ownership exists;

(2) such sublicenses shall not come into effect unless and until such Transferee agrees in writing for the benefit of Agilent to be bound by the terms of this Agreement, including but not limited to the confidentiality obligations under Article IV;

(3) this Section 3.1(d)(iv) shall be excluded from such sublicense in any event; and

(4) HP shall give Agilent prompt written notice of any such sublicense and a copy of the portions of the relevant agreement between HP and such Transferee containing the sublicense terms.

(5) As used in this Section 3.1(d)(iv), "Transferee" in the case of Sections 3.1(d)(iv)(A) and (B) means the Third Party acquiring the going business or eighty percent (80%) of the Subsidiary or Affiliated Company and in the case of Section 3.1(d)(iv)(C) means the ex-Subsidiary or ex-Affiliated Company only.

(6) The licenses granted above to the Licensed Agilent Technology shall continue in perpetuity (or, in the case of Copyrights, Database Rights and Mask Work Rights, until the expiration of the term thereof).

3.2 LICENSE TO AGILENT.

(a) HP grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to Agilent the following personal, irrevocable, nonexclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 8.9 below) licenses:

(i) under its and their Copyrights in and to the Licensed HP Technology, (A) to reproduce and have reproduced the works of authorship included in the Licensed HP Technology and Improvements thereof prepared by or for Agilent, in whole or in part, as part of Agilent Products, (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in the Licensed HP Technology in order to create Agilent Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in the Licensed HP Technology and Improvements thereof prepared by or for Agilent to the public by sale or other transfer of ownership or by rental, lease or lending, as part of Agilent Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the Licensed HP Technology and Improvements thereof prepared by or for Agilent, as part of Agilent Products;

(ii) under its and their Database Rights in and to the Licensed HP Technology, to extract data from the databases included in the Licensed HP Technology and to re-utilize such data to design, develop, manufacture and have manufactured Agilent Products and to Sell such Agilent Products that incorporate such data, databases and Improvements thereof prepared by or for Agilent;

(iii) under its and their Mask Work Rights in and to the Licensed HP Technology, (A) to reproduce and have reproduced mask works and semiconductor topologies included in the Licensed HP Technology and embodied in Agilent Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied, and
(C) to induce or knowingly to cause a Third Party to do any of the acts described in Sections 3.2(a)(iii)(A) and (B) above; and

(iv) under its and their trade secrets and other intellectual property rights in and to the Licensed HP Technology (except the intellectual property rights excluded from the definition of Technology), to use the Licensed HP Technology and Improvements thereof prepared by or for Agilent to design, develop, manufacture and have manufactured Agilent Products and to Sell such Agilent Products.

(b) Without limiting the generality of the foregoing licenses granted in Section 3.2(a) above, with respect to software included within the Licensed HP Technology, such licenses include the right to use, modify, and reproduce such software and Improvements thereof made by or for Agilent to create Agilent Products, in source code and object code form, and to Sell such software and Improvements thereof made by or for Agilent, in source code and object code form, as part of Agilent Products; provided, however, that,

(i) with respect to HP's software products that are commercially released as of the Separation Date, Agilent shall be limited to using no more than ten percent (10%) of the lines of code of any such commercially released software product in any Agilent Product Sold by Agilent to a Third Party. Any other rights of Agilent to Sell such commercially released software products of HP shall be solely as set forth in a separate written agreement. For purposes of this Section 3.2(b), a "commercially released" product shall mean a product that has been placed on an HP corporate price list or released by HP to Third Parties for beta testing; and

(ii) with respect to HP software that is only used internally, Agilent recognizes that such software was not designed for use in products that are Sold to Third Parties and that HP has no obligation whatsoever to support such software. Accordingly, Agilent agrees to use reasonable care in selecting any such software for use in Agilent Products, taking into account that such software will be difficult to support.

(c) The foregoing licenses in this Section 3.2 include the right to have contract manufacturers and foundries manufacture Agilent Products for Agilent.

(d) Agilent may grant sublicenses within the scope of the licenses granted under Sections 3.2(a) and (b) above as follows:

(i) Agilent may grant sublicenses to its Subsidiaries for so long as they remain its Subsidiaries, with no right to grant further sublicenses other than, in the case of a sublicensed Subsidiary, to another Subsidiary of such party and as described in Section 3.2(d)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming a Subsidiary;

(ii) Agilent may grant sublicenses to its Affiliated Companies for so long as Agilent holds at least thirty percent (30%) ownership interest in the Affiliated Companies with no right to grant further sublicenses other than, in the case of a sublicensed Affiliated Company, to the Affiliated Company's wholly owned subsidiaries and as described in Section 3.2(d)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming an Affiliated Company;

(iii) Agilent may grant sublicenses with respect to Agilent Products in the form of software, in object code and source code form, to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers; and

(iv) Agilent may grant sublicenses with respect to the relevant Licensed HP Technology to the Transferee (as defined below), in the event that Agilent transfers, after the Separation Date, a going business (but not all or substantially all of its business or assets), provided that such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. Dollars ($10,000,000.00), regardless of whether such transfer is part of (A) an asset sale to any Third Party, (B) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a

Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) the Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority, or (C) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that
(x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) no single Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such ex-Subsidiary or ex-Affiliated Company; provided that:

(1) the Transferee shall have no right to grant further sublicenses except as described in Section 3.2(d)(iii) above and except that the Transferee shall have the right to grant sublicenses to any Third Party at least eighty percent (80%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, directly or indirectly, owned by the Transferee, only for so long as such ownership exists;

(2) such sublicenses shall not come into effect unless and until such Transferee agrees in writing for the benefit of HP to be bound by the terms of this Agreement including but not limited to the confidentiality obligations under Article IV;

(3) this Section 3.2(d)(iv) shall be excluded from such sublicense in any event; and

(4) Agilent shall give HP prompt written notice of any such sublicense and a copy of the portions of the relevant agreement between Agilent and such Transferee containing the sublicense terms.

(5) As used in this Section 3.2(d)(iv), "Transferee" in the case of Sections 3.2(d)(iv)(A) and (B) means the Third Party acquiring the going business or eighty percent (80%) of the Subsidiary or Affiliated Company and in the case of Section 3.2(d)(iv)(C) means the ex-Subsidiary or ex-Affiliated Company only.

(e) The licenses granted above to the Licensed HP Technology shall continue in perpetuity (or, in the case of Copyrights, Database Rights and Mask Work Rights, until the expiration of the term thereof).

3.3 HAVE MADE RIGHTS. Each party understands and acknowledges that the "have made" rights granted to it in Section 3.1 or 3.2, as applicable, and the sublicenses of such "have made" rights granted pursuant to Sections 3.1(d)(i) and (ii) and 3.2(d)(i) and (ii), as applicable, are intended to cover only the products of such party, its Subsidiaries and Affiliated Companies (including private label or OEM versions of such products), and are not intended to cover foundry or contract manufacturing activities that such party may undertake through Third Parties for Third Parties.

3.4 IMPROVEMENTS. As between the parties, after the Separation Date, Agilent hereby retains all right, title and interest, including all intellectual property rights, in and to any Improvements to Licensed HP Technology made by or for Agilent in the exercise of the licenses granted to it hereunder, subject only to the ownership of HP in the underlying Licensed HP Technology, and HP hereby retains all right, title and interest, including all intellectual property rights, in and to any Improvements to Licensed Agilent Technology made by or for HP in the exercise of the licenses granted to it hereunder, subject only to the ownership of Agilent in the underlying Licensed Agilent Technology. Neither party shall have any obligation under this Agreement to notify the other party of any Improvements made by or for it or to disclose or license any such Improvements to the other party.

3.5 DURATION OF SUBLICENSES TO SUBSIDIARIES AND AFFILIATED COMPANIES. A sublicense to a particular Subsidiary or Affiliated Company of a party hereto granted pursuant to Section 3.1(d)(i) or (ii) or 3.2(d)(i) or (ii) shall terminate upon the date that, in the case of a Subsidiary of a party, such Subsidiary ceases to be a Subsidiary of such party, or, in the case of an Affiliated Company of a party, such party ceases to hold at least a thirty percent (30%) ownership interest in such Affiliated Company; provided, however, that such cessation shall not affect such party's rights to grant further sublicenses to such terminated Subsidiary or Affiliated Company as set forth in
Section 3.1(d)(iv) or 3.2(d)(iv) above. In the event that, at the time of such cessation, such Subsidiary or Affiliated Company owns any Technology to which the other party is licensed, such license shall continue for the term thereof.

3.6 NO PATENT LICENSES. Nothing contained in this Agreement shall be construed as conferring to either party by implication, estoppel or otherwise any license or right under any Patent or applications therefor, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued Patent. The applicable licenses granted between HP and Agilent with respect to Patents are set forth in a separate Master Patent Ownership and License Agreement.

3.7 THIRD PARTY TECHNOLOGY. The assignment of any applicable license agreements with respect to Third Party Technology are set forth in a separate General Assignment and Assumption Agreement between the parties.

ARTICLE IV

CONFIDENTIALITY

The terms of the Master Confidential Disclosure Agreement between the parties shall apply to any Confidential Information (as defined therein) which is the subject matter of this Agreement.

ARTICLE V

TERMINATION

5.1 VOLUNTARY TERMINATION. By written notice to the other party, each party may voluntarily terminate all or a specified portion of the licenses and rights granted to it hereunder by such other party. Such notice shall specify the effective date of such termination and shall clearly specify any affected Technology, product or service.

5.2 SURVIVAL. Any voluntary termination of licenses and rights of a party under Section 5.1 shall not affect such party's licenses and rights with respect to any licensed product made or service furnished prior to such termination, and shall not affect the licenses and rights granted to the other party hereunder.

5.3 NO OTHER TERMINATION. Each party acknowledges and agrees that its remedy for breach by the other party of the licenses granted to it hereunder or of any other provision hereof shall be, subject to the requirements of Article VI, to bring a claim to recover damages subject to the limits set forth in this Agreement and to seek any other appropriate equitable relief, other than termination of the licenses granted by it in this Agreement.

ARTICLE VI

DISPUTE RESOLUTION

6.1 NEGOTIATION. The parties shall make a good faith attempt to resolve any dispute or claim arising out of or related to this Agreement through negotiation. Within thirty (30) days after notice of a dispute or claim is given by either party to the other party, the parties' first tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet and make a good faith attempt to resolve such dispute or claim and shall continue to negotiate in good faith in an effort to resolve the dispute or claim or renegotiate the applicable section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within thirty (30) days of their first meeting, then the parties' second tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet within thirty (30) days after the end of the first thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 6.1, all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

6.2 NONBINDING MEDIATION. In the event that any dispute or claim arising out of or related to this Agreement is not settled by the parties within fifteen
(15) days after the first meeting of the second tier negotiating teams under
Section 6.1, the parties will attempt in good faith

to resolve such dispute or claim by nonbinding mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held within thirty (30) days of the end of such fifteen (15) day negotiation period of the second tier negotiating teams. Except as provided below in Section 6.3, no litigation for the resolution of such dispute may be commenced until the parties try in good faith to settle the dispute by such mediation in accordance with such rules and either party has concluded in good faith that amicable resolution through continued mediation of the matter does not appear likely. The costs of mediation shall be shared equally by the parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the parties, and shall be binding on them.

6.3 PROCEEDINGS. Nothing herein, however, shall prohibit either party from initiating litigation or other judicial or administrative proceedings if such party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the dispute or claim through negotiation or mediation. In the event that litigation is commenced under this Section 6.3, the parties agree to continue to attempt to resolve any dispute or claim according to the terms of Sections 6.1 and 6.2 during the course of such litigation proceedings under this Section 6.3.

ARTICLE VII

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO EITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF SECTIONS 3.1(a) OR 3.2(a) AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL TECHNOLOGY AND ANY OTHER INFORMATION OR MATERIALS LICENSED OR PROVIDED HEREUNDER IS LICENSED OR PROVIDED ON AN "AS IS" BASIS, AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS,

IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, neither party nor any of its Subsidiaries or Affiliated Companies makes any warranty or representation that any manufacture, use, importation, offer for sale or sale of any product or service will be free from infringement of any Patent or other intellectual property right of any Third Party.

8.2 NO IMPLIED LICENSES. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the rights expressly granted in this Agreement with respect to the Licensed Agilent Technology and the Licensed HP Technology. Neither party is required hereunder to furnish or disclose to the other any technical or other information (including copies of the Licensed Agilent Technology and the Licensed HP Technology), except as specifically provided herein.

8.3 INFRINGEMENT SUITS. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for infringement of any Copyrights, Database Rights or Mask Work Rights or misappropriation of any trade secret rights in or to any Technology licensed to the other party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such rights or which claims that any Technology assigned or licensed to the other party hereunder infringes any Patent, Copyright, Database Right, Mask Work Right or other intellectual property right of any Third Party or constitutes a misappropriated trade secret of any Third Party. HP shall not have any right to institute any action or suit against Third Parties for infringement of any of the Copyrights, Database Rights or Mask Work Rights in or to the Licensed Agilent Technology and Agilent shall not have any right to institute any action or suit against Third Parties for infringement of any of the Copyrights, Database Rights or Mask Work Rights in or to the Licensed HP Technology.

8.4 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing, neither party, nor any of its Subsidiaries or Affiliated Companies, is obligated to provide any technical assistance.

8.5 ENTIRE AGREEMENT. This Agreement, the Master Separation Agreement and the other Ancillary Agreements (as defined in the Master Separation Agreement) constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. This Agreement shall prevail in the event of any conflicting terms or legends which may appear on any portion of the Agilent Owned Technology, Licensed Agilent Technology or Licensed HP Technology. To the extent there is a conflict between this Agreement and the Master Assignment and Assumption Agreement between the parties, the terms of this Agreement shall govern.

8.6 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

8.7 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.8 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answer back, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail with receipt confirmed by return e-mail to the respective parties as follows:

if to HP:

c/o Hewlett-Packard Company 3000 Hanover Street
Palo Alto, CA 94304 Attention: Associate General Counsel and Director of Intellectual Property Telecopy: (650) 852-8194

if to Agilent:

c/o Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304
Attention: Assistant General Counsel and
Director of Intellectual Property
Telecopy: (650) 813-3095

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by e-mail, telecopy or by air courier shall be deemed effective on the first Business Day following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the third Business Day following the day on which such notice or communication was mailed. As used in this Section 8.8, "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

8.9 NONASSIGNABILITY. Neither party may, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without the other party's prior written consent, and any attempted assignment, transfer or delegation without such

prior written consent shall be voidable at the sole option of such other party. Notwithstanding the foregoing, each party (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to a Person that succeeds to all or substantially all of the business or assets of such party. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

8.10 SEVERABILITY. If any term or other provision of this Agreement is determined by a nonappealable decision of a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

8.12 AMENDMENT. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

8.13 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

WHEREFORE, the parties have signed this Master Technology Ownership and License Agreement effective as of the date first set forth above.

HEWLETT-PACKARD COMPANY             AGILENT TECHNOLOGIES, INC.

By:_______________________________    By:_____________________________________

Name:_____________________________    Name:___________________________________

Title:____________________________    Title:__________________________________

EXHIBIT A
TO MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

AFFILIATED COMPANIES

ImagineCard

Idea LLC

Intria-HP

Intria-HP Potomac

Ericsson-HP Telecom (Sweden)

Ericsson-HP Telecom (France)

Hua-Pua

Putial Ome

PT Berka Services

Liquidity Management Group

Hugin Expert

Syc

Sopura Systems

Chartered Semiconductor Partners Singapore

LumiLEDS

EXHIBIT 2.4

MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

Between

HEWLETT-PACKARD COMPANY

AND

AGILENT TECHNOLOGIES, INC.

Effective as of __________, 1999

MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

TABLE OF CONTENTS

                                                                                          Page
                                                                                          ----
ARTICLE I DEFINITIONS....................................................................    1

         1.1      AFFILIATED COMPANY.....................................................    1
         1.2      AGILENT PATENTS........................................................    2
         1.3      AGILENT PRODUCTS.......................................................    2
         1.4      ALLOCATED PATENT ASSETS DATABASE.......................................    2
         1.5      ASSIGNED PATENTS.......................................................    2
         1.6      CAPTURE PERIOD.........................................................    3
         1.7      DISTRIBUTION DATE......................................................    3
         1.8      FIRST EFFECTIVE FILING DATE............................................    3
         1.9      HP PATENTS.............................................................    3
         1.10     HP PRODUCTS............................................................    4
         1.11     INVENTION DISCLOSURE...................................................    4
         1.12     JOINT PATENTS..........................................................    4
         1.13     LICENSED PATENTS.......................................................    5
         1.14     MASTER SEPARATION AGREEMENT............................................    5
         1.15     PATENT FIELD DEFINITION DATABASE.......................................    5
         1.16     PATENTS................................................................    5
         1.17     PERSON.................................................................    5
         1.18     SEPARATION DATE........................................................    5
         1.19     SUBSIDIARY.............................................................    5
         1.20     THIRD PARTY............................................................    6

ARTICLE II ASSIGNMENTS...................................................................    6

         2.1      ASSIGNED PATENTS.......................................................    6
         2.2      JOINT PATENTS..........................................................    6
         2.3      PRIOR GRANTS...........................................................    6
         2.4      ASSIGNMENT DISCLAIMER..................................................    7

ARTICLE III LICENSES AND RIGHTS..........................................................    7

         3.1      LICENSE GRANTS TO HP...................................................    7
         3.2      LICENSE GRANTS TO AGILENT..............................................    7
         3.3      SUBLICENSE RIGHTS......................................................    7
         3.4      HAVE MADE RIGHTS.......................................................    8
         3.5      DURATION...............................................................    8
         3.6      SALE OF A BUSINESS, SUBSIDIARY OR AFFILIATED COMPANY...................    9
         3.7      SALE OF A PARTY OR ALL ASSETS OF A PARTY...............................   11
         3.8      RIGHTS TO JOINT PATENTS................................................   11
         3.9      PATENT APPLICATIONS AND INVENTION DISCLOSURES..........................   12

TABLE OF CONTENTS
(Continued)

                                                                                          Page
                                                                                          ----
         3.10     TURBO COOLER PATENTS...................................................   12
         3.11     DISPLAY PATENTS........................................................   12

ARTICLE IV ADDITIONAL OBLIGATIONS........................................................   13

         4.1      ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS.................   13
         4.2      ADDITIONAL OBLIGATIONS WITH REGARD TO HP PATENTS.......................   13
         4.3      ADDITIONAL OBLIGATIONS WITH REGARD TO JOINT PATENTS....................   14
         4.4      DEFENSIVE PROTECTION MEASURES..........................................   15
         4.5      STANDARDS BODIES.......................................................   15
         4.6      ASSIGNMENT OF PATENTS..................................................   15
         4.7      RESPONSE TO REQUESTS...................................................   15
         4.8      RECORDATION OF LICENSES................................................   15

ARTICLE V CONFIDENTIALITY................................................................   16

ARTICLE VI TERMINATION...................................................................   16

         6.1      VOLUNTARY TERMINATION..................................................   16
         6.2      SURVIVAL...............................................................   16
         6.3      NO OTHER TERMINATION...................................................   16

ARTICLE VII DISPUTE RESOLUTION...........................................................   17

         7.1      NEGOTIATION............................................................   17
         7.2      NONBINDING MEDIATION...................................................   17
         7.3      PROCEEDINGS............................................................   17

ARTICLE VIII LIMITATION OF LIABILITY.....................................................   18

ARTICLE IX MISCELLANEOUS PROVISIONS......................................................   18

         9.1      DISCLAIMER.............................................................   18
         9.2      NO IMPLIED LICENSES....................................................   18
         9.3      INFRINGEMENT SUITS.....................................................   18
         9.4      NO OTHER OBLIGATIONS...................................................   19
         9.5      ENTIRE AGREEMENT.......................................................   19
         9.6      GOVERNING LAW..........................................................   19
         9.7      DESCRIPTIVE HEADINGS...................................................   19
         9.8      NOTICES................................................................   19
         9.9      NONASSIGNABILITY.......................................................   20
         9.10     SEVERABILITY...........................................................   20
         9.11     FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..................   20
         9.12     AMENDMENT..............................................................   20
         9.13     COUNTERPARTS...........................................................   21

TABLE OF CONTENTS
(Continued)

                                                                   Page
                                                                   ----
EXHIBIT A:        AFFILIATED COMPANIES
EXHIBIT B:        HP FIELD RESTRICTIONS
EXHIBIT C:        AGILENT FIELD RESTRICTIONS

MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

This Master Patent Ownership and License Agreement (the "Agreement") is effective as of __________, 1999 (the "Effective Date"), between Hewlett-Packard Company, a Delaware corporation ("HP"), having an office at 3000 Hanover Street, Palo Alto, California 94304 and Agilent Technologies, Inc., a Delaware corporation ("Agilent"), having an office at 3000 Hanover Street, Palo Alto, California 94304.

WHEREAS, the Board of Directors of HP has determined that it is in the best interest of HP and its stockholders to separate HP's existing businesses into two independent businesses;

WHEREAS, as part of the foregoing, HP and Agilent have entered into a Master Separation Agreement (as defined below), which provides, among other things, for the separation of certain Agilent assets and Agilent liabilities, the initial public offering of Agilent stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing;

WHEREAS, also as part of the foregoing, HP desires to assign to Agilent certain patents, patent applications and invention disclosures that are owned or controlled by HP prior to the Effective Date;

WHEREAS, the parties desire to facilitate such transaction by exchanging licenses under certain of the patents and patent applications owned or controlled by them;

WHEREAS, HP desires to receive and Agilent is willing to grant to HP certain licenses and rights under patents and patent applications owned by Agilent; and

WHEREAS, Agilent desires to receive and HP is willing to grant to Agilent certain licenses and rights under patents and patent applications owned by HP.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement the following capitalized terms are defined in this Article I and shall have the meaning specified herein:

1.1 AFFILIATED COMPANY. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Exhibit A hereto and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Exhibit A hereto; provided, however, that any such entity listed in Exhibit A shall be

considered to be an Affiliated Company under this Agreement only if it agrees in writing to be bound by the terms and conditions of this Agreement. Exhibit A may be amended from time to time after the date hereof upon mutual consent of the parties.

1.2 AGILENT PATENTS. "Agilent Patents" means:

(a) the Assigned Patents; except for design patents and design registrations (other than typeface design patents and typeface design registrations) with a First Effective Filing Date after the Separation Date; and

(b) every Non-Design Patent to the extent entitled to a First Effective Filing Date prior to the expiration of the Capture Period, provided that, at any time after the First Effective Filing Date of any such Non-Design Patent and prior to the expiration of the Capture Period, Agilent (or any Subsidiary or Affiliated Company of Agilent):

(i) has ownership or control of any such Non-Design Patent, or

(ii) otherwise has the right under such Non-Design Patent to grant any licenses of the type and on the terms herein granted by Agilent without the obligation to pay royalties or other consideration to Third Parties; and

(c) applications for the foregoing Non-Design Patents described in
Section 1.2(b), including without limitation any continuations, continuations- in-part, divisions and substitutions; but

(d) excluding from any Non-Design Patent or Non-Design Patent application described in Sections 1.2(b) and (c) any claim (i) directed to subject matter that does not appear in any Non-Design Patent application having a First Effective Filing Date prior to the expiration of the Capture Period and
(ii) of which neither Agilent nor any person having a legal duty to assign his/her interest therein to Agilent is entitled to be named as an inventor.

1.3 AGILENT PRODUCTS. "Agilent Products" means any and all products and services of the businesses in which Agilent or any of its Subsidiaries or Affiliated Companies is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when Agilent is acting as a contract manufacturer or foundry for such Third Parties).

1.4 ALLOCATED PATENT ASSETS DATABASE. "Allocated Patent Assets Database" means the Allocated Patent Assets Database, as it may be updated by the parties upon mutual agreement to add Patents, Patent applications and Invention Disclosures as of the Separation Date.

1.5 ASSIGNED PATENTS. "Assigned Patents" means only those

(a) Patents, Patent applications and Invention Disclosures allocated to Agilent in the Allocated Patent Assets Database;

(b) Patent applications filed on the foregoing Invention Disclosures described in Section 1.5(a);

(c) continuations, continuations-in-part, divisions and substitutions of any of the foregoing Patent applications described in Sections 1.5(a) and (b);

(d) Patents which may issue on any of the foregoing Patent applications described in Sections 1.5(a)-(c);

(e) renewals, reissues, reexaminations and extensions of the foregoing Patents described in Sections 1.5(a) and (d); and

(f) foreign Patent applications and Patents that are counterparts of any of the foregoing Patent applications or Patents described in Sections 1.5(a)-(e), including any Patent application or Patent to the extent that it claims priority from any of the foregoing Patent applications or Patents described in Sections 1.5(a)-(e); but

(g) excluding from any Patent or Patent application described in Sections 1.5(c)-(f) any claim (i) directed to subject matter that does not appear in any Patent application having a First Effective Filing Date prior to the Separation Date and (ii) of which neither Agilent nor any person having a legal duty to assign his/her interest therein to Agilent is entitled to be named as an inventor.

1.6 CAPTURE PERIOD. "Capture Period" means the period ending five (5) years from the Separation Date.

1.7 DISTRIBUTION DATE. "Distribution Date" has the meaning set forth in the Master Separation Agreement.

1.8 FIRST EFFECTIVE FILING DATE. "First Effective Filing Date" means the earliest effective filing date in the particular country for any Patent or any application for any Patent. By way of example, it is understood that the First Effective Filing Date for a United States Patent is the earlier of (i) the actual filing date of the United States Patent application which issued into such Patent, (ii) the priority date under 35 U.S.C. (S) 119 for such Patent, or
(iii) the priority date under 35 U.S.C. (S) 120 for such Patent.

1.9 HP PATENTS. "HP Patents" means:

(a) every Non-Design Patent to the extent entitled to a First Effective Filing Date prior to the expiration of the Capture Period, provided that, at any time after the First Effective Filing Date of any such Non-Design Patent and prior to the expiration of the Capture Period, HP (or any Subsidiary or Affiliated Company of HP):

(i) has ownership or control of any such Non-Design Patent, or

(ii) otherwise has the right under such Non-Design Patent to grant any licenses of the type and on the terms herein granted by HP without the obligation to pay royalties or other consideration to Third Parties; and

(b) applications for the foregoing Non-Design Patents described in
Section 1.9(a), including without limitation any continuations, continuations- in-part, divisions and substitutions; but

(c) excluding from any Non-Design Patent or Non-Design Patent application described in Sections 1.9(a) and (b) any claim (i) directed to subject matter that does not appear in any Patent application having a First Effective Filing Date prior to the expiration of the Capture Period and (ii) of which neither HP nor any person having a legal duty to assign his/her interest therein to HP is entitled to be named as an inventor.

(d) Notwithstanding the foregoing, the term "HP Patents" does not include Agilent Patents.

1.10 HP PRODUCTS. "HP Products" means any and all products and services of the businesses in which HP or any of its Subsidiaries or Affiliated Companies is now or hereafter engaged (including the business of making (but not having made) Third Party products for Third Parties when HP is acting as a contract manufacturer or foundry for such Third Parties).

1.11 INVENTION DISCLOSURE. "Invention Disclosure" means a disclosure of an invention (i) written for the purpose of allowing legal and business people to determine whether to file a Patent application with respect to such invention and (ii) recorded with a control number in the owning party's records) with a First Effective Filing Date after the Separation Date.

1.12 JOINT PATENTS. "Joint Patents" means:

(a) Patents, Patent applications and Invention Disclosures allocated to the parties jointly in the Allocated Patent Assets Database;

(b) Patent applications filed on the foregoing Invention Disclosures described in Section 1.12 (a);

(c) continuations, continuations-in-part, divisions and substitutions of any of the foregoing Patent applications described in Sections 1.12 (a) and (b);

(d) Patents which may issue on any of the foregoing Patent applications described in Sections 1.12 (a)-(c);

(e) renewals, reissues and extensions of the foregoing Patents described in Sections 1.12(a) and (d); and

(f) foreign Patent applications and Patents that are counterparts of any of the foregoing Patent applications or Patents described in Sections 1.12
(a)-(e), including any Patent

application or Patent that takes priority from any of the foregoing Patent applications or Patents described in Sections 1.12 (a)-(e); but

(g) excluding from any Patent or Patent application described in Sections 1.12 (c)-(f) any claim (i) directed to subject matter that does not appear in any Patent application having a First Effective Filing Date prior to the Separation Date and (ii) of which there is no joint inventorship including at least one Agilent employee and at least one HP employee.

1.13 NON-DESIGN PATENTS. "Non-Design Patents" means Patents except for design patents (other than typeface design patents and typeface design registrations) to the extent that such design patents have a First Effective Filing Date after the Separation Date.

1.14 MASTER SEPARATION AGREEMENT. "Master Separation Agreement" means the Master Separation and Distribution Agreement between the parties.

1.15 PATENT FIELD DEFINITION DATABASE. "Patent Field Definition Database" means the Patent Field Definition Database, as it may be updated by the parties as of the Separation Date.

1.16 PATENTS. "Patents" means patents, utility models, design patents, design registrations, certificates of invention and other governmental grants for the protection of inventions or industrial designs anywhere in the world and all reissues, renewals, re-examinations and extensions of any of the foregoing.

1.17 PERSON. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

1.18 SEPARATION DATE. "Separation Date" means 12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by the Board of Directors of HP.

1.19 SUBSIDIARY. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body. Unless the context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation (as defined in the Master Separation Agreement), including the actions taken pursuant to the Non-US Plan (as defined in the Master Separation Agreement). For example, if HP owns 70% of the stock of another corporation, and that corporation owns 60% of the equity interest of a limited liability company, then that corporation is a Subsidiary of HP but that limited liability company is not. However, if such corporation owns 90% of the equity interest of a limited liability company, then that limited liability company is a Subsidiary of HP. For the avoidance of doubt, this definition of Subsidiary is different from the definition of Subsidiary in the Master Separation Agreement.

1.20 THIRD PARTY. "Third Party" means a Person other than HP and its Subsidiaries and Affiliated Companies and Agilent and its Subsidiaries and Affiliated Companies.

ARTICLE II

ASSIGNMENTS

2.1 ASSIGNED PATENTS. Subject to Sections 2.3 and 2.4 below, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Assigned Patents, to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent all its (and their) right, title and interest in and to any and all causes of action and rights of recovery for past infringement of the Assigned Patents and the right to claim priority from the Assigned Patents. HP will, without demanding any further consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and cause its Subsidiaries to do) all lawful and just acts, that may be or become necessary for prosecuting, sustaining, obtaining continuations of, or reissuing said Assigned Patents and for evidencing, maintaining, recording and perfecting Agilent's rights to said Assigned Patents, consistent with HP's general business practice as of the Separation Date, including but not limited to execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent for each Patent jurisdiction.

2.2 JOINT PATENTS. Subject to Sections 2.3, 2.4, 3.8 and 4.3 below, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), an undivided one-half interest in and to the Joint Patents, to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys, and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent an undivided one-half interest in and to any and all causes of action and rights of recovery for past infringement of the Joint Patents and the right to claim priority from the Joint Patents. HP will, without demanding any further consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and cause its Subsidiaries to do) all lawful and just acts, that may be or become necessary for evidencing, maintaining, recording and perfecting Agilent's rights to said Joint Patents consistent with HP's general business practice as of the Separation Date, including but not limited to execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent for each Patent jurisdiction.

2.3 PRIOR GRANTS. Agilent acknowledges and agrees that the foregoing assignments are subject to any and all licenses or other rights that may have been granted by HP or its Subsidiaries with respect to the Assigned Patents and the Joint Patents prior to the Separation Date. HP shall respond to reasonable inquiries from Agilent regarding any such prior grants.

2.4 ASSIGNMENT DISCLAIMER. AGILENT ACKNOWLEDGES AND AGREES THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS-IS," QUITCLAIM BASIS AND THAT NEITHER HP NOR ANY SUBSIDIARY OR AFFILIATED COMPANY OF HP HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR VALIDITY OF PATENT CLAIMS (ISSUED OR PENDING).

ARTICLE III

LICENSES AND RIGHTS

3.1 LICENSE GRANTS TO HP. Agilent grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to HP, under the Agilent Patents, a personal, irrevocable, nonexclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.9) license to make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale and import HP Products in all fields of use except in the fields of use set forth on Exhibit B. In addition, the foregoing license grants are subject to the special contract terms, if any, set forth in the Allocated Patent Assets Database.

3.2 LICENSE GRANTS TO AGILENT. HP grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to Agilent, under the HP Patents, a personal, irrevocable, nonexclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.9) license to make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale and import Agilent Products in all fields of use except in the fields of use set forth on Exhibit C. In addition, the foregoing license grants are subject to the special contract terms, if any, set forth in the Allocated Patent Assets Database.

3.3 SUBLICENSE RIGHTS.

(a) Subject to Sections 3.5 and 3.6, each party may grant sublicenses to its respective Subsidiaries within the scope of its respective license hereunder (with no right to grant further sublicenses other than, in the case of a sublicensed Subsidiary, to another Subsidiary of such party and as described in Sections 3.3(e) and (f) below).

(b) Subject to Sections 3.5 and 3.6, each party may grant sublicenses to its respective Affiliated Companies within the scope of its respective license hereunder (with no right to grant further sublicenses other than, in the case of a sublicensed Affiliated Company, to such Affiliated Company's wholly- owned subsidiaries and as described in Sections 3.3(e) and (f) below).

(c) Any sublicense under Section 3.3(a) or 3.3(b) may be made effective retroactively, but not prior to the sublicensee's becoming a Subsidiary or Affiliated Company of the granting party.

(d) Each party may grant sublicenses to Third Parties within the scope of their respective licenses hereunder with respect to the Patents identified as sublicensable in the Allocated Patent Assets Database, subject to prior written approval by the other party. Such sublicense shall be deemed approved if not disapproved in writing within thirty (30) days of written request to such other party. Such sublicense shall be subject to any special contract terms applicable to Third Party sublicenses set forth in the Allocated Patent Assets Database. The sublicense agreement between the sublicensor and the Third Party sublicensee shall provide that the owner of the sublicensed Patent may terminate the sublicense for breach upon written notice to the sublicensee, subject to a cure period of not less than thirty (30) days, and may seek immediate injunctive relief in the event of any breach.

(e) Any licenses granted by HP to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers with respect to any HP Product in the form of software, may include a sublicense under the Agilent Patents within the scope of HP's license hereunder, provided that the scope of such sublicense is limited to the exercise of the rights granted by HP with respect to the HP Product.

(f) Any licenses granted by Agilent to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers with respect to any Agilent Product in the form of software may include a sublicense under the HP Patents within the scope of Agilent's license hereunder, provided that the scope of such sublicense is limited to the exercise of the rights granted by Agilent with respect to the Agilent Product.

3.4 HAVE MADE RIGHTS. Each party understands and acknowledges that the "have made" rights granted to it in Section 3.1 or 3.2, as applicable, and the sublicenses of such "have made" rights granted pursuant to Sections 3.3(a) and
(b), as applicable, are intended to cover only the products of such party, its Subsidiaries and Affiliated Companies (including private label or OEM versions of such products), and are not intended to cover foundry or contract manufacturing activities that such party may undertake through Third Parties for Third Parties.

3.5 DURATION.

(a) All licenses granted herein with respect to each Patent shall expire upon the expiration of the term of such Patent; provided, however, that licenses for Patents falling within Section 1.2(b)(ii) or Section 1.9(a)(ii) shall expire upon the expiration of the term of the grantor's license under such Patent.

(b) All sublicenses granted pursuant to this Agreement to a particular Subsidiary or Affiliated Company of a party hereto shall terminate the date that, in the case of a Subsidiary of a party, the Subsidiary ceases to be a Subsidiary of such party, or, in the case of an Affiliated Company of a party, such party ceases to hold at least a thirty percent (30%) ownership interest in such Affiliated Company; provided however, that the foregoing shall not affect the other party's obligations under Section 3.6 below. The licenses granted to such other party hereunder with respect

to Patents and Patent applications of such Subsidiary or Affiliated Company with a First Effective Filing Date prior to the date of such cessation shall remain in effect notwithstanding such cessation.

3.6 SALE OF A BUSINESS, SUBSIDIARY OR AFFILIATED COMPANY.

(a) If either party (the "Transferring Party"), after the Separation Date, transfers a going business (but not all or substantially all of its business or assets), and such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. dollars ($10,000,000.00), regardless of whether such transfer is part of (i) an asset sale to any Third Party, (ii) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (A) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, the Transferring Party ceases to hold at least a thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (B) the Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority, or (iii) a sale of shares or securities in a Subsidiary or Affiliated Company such that (A) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, the Transferring Party ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (B) no single Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such ex-Subsidiary or ex-Affiliated Company;

(b) then, upon written request to the other party (the "Non- Transferring Party") jointly by the Transferring Party and the Transferee (as defined below) within sixty (60) days following the transfer, the Non- Transferring Party shall grant a royalty-free license to the Transferee under the same terms as the license granted to the Transferring Party under this Agreement subject to the following:

(i) the effective date of such license shall be the effective date of such transfer,

(ii) the products, services and processes of the Transferee that are subject to such license shall be limited to the products, services and processes of the Subsidiary or Affiliated Company or the products, services and processes in the transferred business that are commercially released or for which substantial steps have been taken to commercialization and for new versions that have merely minor incremental differences from such products, services and processes,

(iii) the Patents of the Non-Transferring Party that are subject to such license shall be limited to HP Patents or Agilent Patents, as the case may be, that are entitled to a First Effective Filing Date on or before the date of such transfer,

(iv) the Transferee shall have no right to grant sublicenses (except as set forth in Sections 3.3(e) and (f) above) except that the Transferee shall have the right to grant sublicenses to any Person at least eighty percent (80%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, directly or

indirectly, owned by the Transferee ("Transferee Subsidiaries"), only for so long as such ownership exists, and

(v) this Section 3.6 shall be excluded from such license in any event;

(c) provided, further, that the Transferee shall grant to the Non- Transferring Party a royalty-free license under the same terms as the license granted to the Non-Transferring Party by the Transferring Party under this Agreement, subject to the following:

(i) the effective date of such license shall be the effective date of the transfer,

(ii) the products, services and processes of the Non- Transferring Party that are subject to such license shall be all the products, services and processes that are subject to the license from the Transferring Party to the Non-Transferring Party as of the effective date of the transfer, and

(iii) the Patents of the Transferee that are subject to such license shall be limited to all the Non-Design Patents that are entitled to a First Effective Filing Date on or before the date of such transfer and under which, at any time commencing with the date of the transfer, the Transferee or any of the Transferee Subsidiaries has ownership or control or otherwise has the right to grant such license without the obligation to pay royalties or other consideration to Third Parties; and

(d) provided, further, that in the event that the Non-Transferring Party and the Transferee are engaged in litigation, arbitration or other formal dispute resolution proceedings covering Patent infringement (pending in any court, tribunal, or administrative agency or before any appointed or agreed upon arbitrator in any jurisdiction worldwide), then the Non-Transferring Party shall have no obligation to enter into a license with the Transferee under this
Section 3.6.

(e) Each party may exercise its rights as the Transferring Party under this Section 3.6 no more than eight (8) times unless otherwise agreed to in writing by the other party. Notwithstanding the foregoing limitation, however, in any license granted by a Non-Transferring Party to a Transferee under this
Section 3.6, the Transferring Party may elect to relinquish its license under this Agreement in the field of use covered by the license, and such license shall not count toward the limit. In making such election, the Transferring Party promptly shall notify the Non-Transferring Party. All notices of transfer and all consents by HP and Agilent shall be effective only if provided to or by the Director of Intellectual Property of the applicable party.

(f) As used above in this Section 3.6, "Transferee" in the case of Sections 3.6(a)(i) and (ii) means the Third Party acquiring the going business or eighty percent (80%) of the Subsidiary or Affiliated Company and in the case of Section 3.6(a)(iii) means the ex-Subsidiary or ex-Affiliated Company only.

3.7 SALE OF A PARTY OR ALL ASSETS OF A PARTY.

(a) Each party (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent in connection with a corporate reorganization which leaves such party substantially equivalent in terms of business, assets and ownership as before the reorganization (e.g., a reincorporation in another state).

(b) Each party (or its permitted successive assignees or transferees hereunder) (the "Acquired Party") may assign or transfer this Agreement as a whole without consent to a Person that succeeds to all or substantially all of the business or assets of such party (the "Acquiring Party"); provided, however, that in the event of any assignment or transfer under this Section 3.7(b) that is not covered by Section 3.7(a) above:

(i) the Acquired Party promptly shall give notice of such acquisition to the other party (the "Non-Acquired Party"),

(ii) the license granted to the Acquired Party by the Non- Acquired Party pursuant to this Agreement, and any sublicenses granted by the Acquired Party to its Subsidiaries and Affiliated Companies, shall automatically become limited to the products, processes and services of the Acquired Party or its Subsidiaries or Affiliated Companies that are commercially released or for which substantial steps have been taken to commercialization as of the effective date of the acquisition and for new versions that have merely minor incremental differences from such products, processes and services and shall not in any event include any products, processes or services of the Acquiring Party, and the Capture Period for Patents under such license shall expire as of the effective date of the acquisition; provided, however, that in any event such license shall be terminable at will by the Non-Acquired Party if the Non- Acquired Party and the Acquiring Party are engaged in litigation, arbitration or other formal dispute resolution proceedings covering Patent infringement (pending in any court, tribunal, or administrative agency or before any appointed or agreed upon arbitrator in any jurisdiction worldwide) at the time that the acquisition agreement is entered into, or if such proceedings are initiated by the Acquiring Party within one hundred twenty-one days (121) days after the date that the acquisition agreement is entered into, and

(iii) the license granted by the Acquired Party to the Non- Acquired Party pursuant to this Agreement shall remain in place unchanged except that the Capture Period for Patents under such license shall expire as of the effective date of the acquisition.

3.8 RIGHTS TO JOINT PATENTS.

(a) Subject to the further restrictions in this Section 3.8(a), each party has the right to practice the Joint Patents without restriction and without the consent of the other party. Certain Joint Patents are subject to the restriction that each party may not practice such Joint Patents, in certain fields of use as indicated in the Allocated Patent Assets Database.

(b) Each party may license the Joint Patents only with the prior written consent of the other party, which consent will not be unreasonably withheld. Such consent shall be deemed given if not withheld in writing within thirty (30) days of written request to such other party.

(c) In the event that either party (the "Transferring Party") desires to transfer its ownership interest in any or all Joint Patents to any Third Party, it shall first give the other party (the "Non-Transferring Party") notice and the opportunity to acquire any such Joint Patents for the same consideration as that offered to the Third Party. The Non-Transferring Party shall have fifteen (15) Business Days (as such term is defined in Section 9.8 below) to determine whether to acquire such Joint Patents for the same consideration as that offered to the Third Party. In the event that the Non-Transferring Party fails to respond within such fifteen (15) Business Day period or declines to accept such offer, then the Transferring Party may transfer its interest in such Joint Patents to the Third Party on the same terms offered to the Non- Transferring Party. If the Transferring Party desires to offer more favorable terms to such Third Party or to any other Third Party, then the process set forth in this Section 3.8(c) shall be repeated.

3.9 PATENT APPLICATIONS AND INVENTION DISCLOSURES. Each party agrees, at its own expense, to provide to the other party copies of any Patents, Patent applications and Invention Disclosures that are listed in the Allocated Patent Assets Database in the form that such Patents, Patent applications and Invention Disclosures exist as of the Separation Date. Neither party has any obligation to disclose or provide copies to the other party any other Patents, Patent applications or Invention Disclosures. The licenses granted under this Agreement cover only statutory rights under Patents and statutory rights (if any) under Patent applications. Trade secret and other non-Patent licenses with respect to inventions described in Invention Disclosures and Patent applications shall be solely as set forth in the Master Technology Ownership and License Agreement or the ICBD Technology Ownership and License Agreement between the parties, as applicable.

3.10 TURBO COOLER PATENTS. Certain Patents related to turbo coolers, as identified in the Allocated Patent Assets Database, are subject to additional terms as set forth in a separate written agreement between the parties.

3.11 DISPLAY PATENTS. In the event that either party (the "Transferring Party") desires to transfer to any Third Party its ownership interest in any Patents that are specifically identified as "Display Patents" in the Allocated Patent Assets Database ("Display Patents"), it shall first give the other party (the "Non-Transferring Party") notice and the opportunity to acquire those Display Patents for the same consideration as that offered to the Third Party. The Non-Transferring Party shall have fifteen (15) Business Days (as such term is defined in Section 9.8 below) to determine whether to acquire such Display Patents for the same consideration as that offered to the Third Party. In the event that the Non-Transferring Party fails to respond within such fifteen (15) Business Day period or declines to accept such offer, then the Transferring Party may transfer its interest in those Display Patents to the Third Party on the same terms offered to the Non-Transferring Party. If the Transferring Party desires to offer more favorable terms to such Third Party or to any other Third Party, then the process set forth in this Section 3.11 shall be repeated.

ARTICLE IV

ADDITIONAL OBLIGATIONS

4.1 ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS.

(a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents from HP to Agilent. Until such transfer has been effected, HP agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents using the same standard of care and diligence that it uses with respect to the HP Patents. Agilent will reimburse HP for all actual and reasonable expenses (excluding the value of the time of HP employees) to continue to prosecute and maintain the Assigned Patents after the Separation Date until the transfer of responsibility for the Assigned Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of HP for the value of time of HP's employees as reasonably required in connection with any such litigation. HP will provide Agilent with the originals or copies of its files relating to the Assigned Patents upon such transfer or at such earlier time as the parties may agree.

(b) HP shall provide continuing reasonable support to Agilent with respect to the Assigned Patents, including by way of example the following:

(i) executing all documents prepared by Agilent necessary for prosecution, maintenance, and litigation of the Assigned Patents,

(ii) making available to Agilent or its counsel, inventors and other persons employed by HP for interviews and/or testimony to assist in good faith in further prosecution, maintenance or litigation of the Assigned Patents, including the signing of documents related thereto,

(iii) forwarding copies of all correspondence sent and received concerning the Assigned Patents within a reasonable period of time after receipt by HP, and

(iv) making all relevant documents in the possession or control of HP and corresponding to the Assigned Patents, or any licenses thereunder, available to Agilent or its counsel.

Any actual and reasonable out-of-pocket expenses associated with any such assistance shall be borne by Agilent, expressly excluding the value of the time of such HP employees; provided, however, that in the case of assistance with litigation, the parties shall agree on a case by case basis on compensation, if any, of HP for the value of the time of HP's employees as reasonably required in connection with such litigation.

4.2 ADDITIONAL OBLIGATIONS WITH REGARD TO HP PATENTS. Agilent acknowledges that its employees and contractors who are former HP employees and contractors

have a continuing duty to assist HP with the prosecution of HP Patent applications and, accordingly, Agilent agrees to make available, to HP or its counsel, inventors and other persons employed by Agilent for interviews and/or testimony to assist in good faith in further prosecution, maintenance or litigation of the HP Patents, including the signing of documents related thereto. Any actual and reasonable out-of-pocket expenses associated with such assistance shall be borne by HP, expressly excluding the value of the time of such Agilent personnel; provided, however, that in the case of assistance with litigation, the parties shall agree on a case by case basis on compensation, if any, of Agilent for the value of the time of Agilent's employees as reasonably required in connection with such litigation.

4.3 ADDITIONAL OBLIGATIONS WITH REGARD TO JOINT PATENTS.

(a) The parties shall agree, through their respective Directors of Intellectual Property or delegates thereof, from time to time on which party shall be responsible for filing, prosecuting and maintaining any Joint Patents and such party shall conduct such prosecution by generally accepted good Patent filing and prosecution practices. The parties shall share equally any actual and reasonable out-of-pocket expenses (expressly excluding the value of the time of either party's employees) incurred in connection with such prosecution and maintenance. From time to time, upon the request of the party responsible for prosecuting and maintaining a particular Joint Patent application or Joint Patent, the other party will provide the responsible party with copies of all relevant filings and correspondence and will respond to reasonable inquiries with respect thereto. The party not responsible for prosecuting and maintaining a particular Joint Patent shall provide the following additional assistance to the responsible party:

(i) executing all documents prepared by the responsible party necessary for prosecution and maintenance of the Joint Patent,

(ii) making available to the responsible party or its counsel, inventors and other persons employed by the other party for interviews and/or testimony to assist in good faith in further prosecution or maintenance of the Joint Patent, including the signing of documents related thereto,

(iii) forwarding copies of all correspondence sent and received concerning the Joint Patent within a reasonable period of time after receipt, and

(iv) making all relevant documents in the possession or control of such other party and corresponding to the Joint Patent, or any licenses thereunder, available to the responsible party or its counsel.

(b) Subject to Section 3.8(b), each party or any of its Subsidiaries may, at its own expense, in good faith enforce any Joint Patents against any Third Party infringer (including but not limited to past infringements) only with the prior written consent of the other party, which consent will not be unreasonably withheld. Such consent shall be deemed given if not withheld in writing within thirty (30) days of written request. The parties shall agree on a case by case basis on compensation, if any, of the other party for the value of the time of such other party's employees as

reasonably required in connection with the action. If the enforcing party or any of its Subsidiaries recovers any damages or compensation for any action which the enforcing party or any of the Subsidiaries of the enforcing party solely takes hereunder, including any settlement, the enforcing party or the Subsidiaries of the enforcing party shall retain one hundred percent (100%) of such damages or compensation. If the parties cooperate in any such enforcement action, then any recovery of damages or compensation shall be allocated pursuant to mutual written agreement.

4.4 DEFENSIVE PROTECTION MEASURES. For a period of five (5) years from the Separation Date, the parties shall cooperate reasonably and in good faith to the extent consistent with each party's own business objectives in the event that either party is involved in Patent litigation or controversies in which it would be helped in some way by the other party's Patents or relevant knowledge. Such cooperation may include, by way of example, (i) cooperation with respect to knowledge of prior art (whether the other party's or a Third Party's), (ii) consent to the granting of licenses to such other party's Patents, and (iii) assignment to such party of such other party's Patents for the purpose of bringing a counterclaim against a Third Party. The party requesting such cooperation shall bear the actual and reasonable out-of-pocket expenses of the cooperating party (except for the value of the time of the cooperating party's employees).

4.5 STANDARDS BODIES. For a period of five (5) years from the Separation Date, the parties agree to cooperate reasonably and in good faith with each other with respect to the licensing of each party's Patents in the context of standards bodies, to the extent consistent with each party's own business objectives.

4.6 ASSIGNMENT OF PATENTS. HP shall not assign or grant any rights under any of the HP Patents unless such assignment or grant is made subject to the licenses granted in this Agreement. Agilent shall not assign or grant any rights under any of the Agilent Patents unless such assignment or grant is made subject to the licenses granted in this Agreement.

4.7 RESPONSE TO REQUESTS. Each party shall, upon a request from the other party sufficiently identifying any Patent or Patent application, inform the other party as to the extent to which said Patent or Patent application is subject to the licenses and other rights granted hereunder. If such licenses or other rights under said Patent or Patent application are restricted in scope, copies of all pertinent provisions of any contract or other arrangement creating such restrictions shall, upon request, be furnished to the party making such request, unless such disclosure is prevented by such contract or other arrangement, and in such event, a statement of the nature of such restriction shall be provided.

4.8 RECORDATION OF LICENSES.

(a) For any country, now or in the future, that requires the express consent of all inventors or their assignees to the grant of licenses or rights under Patents issued in such countries for joint inventions:

(i) each party shall give such consent, or shall obtain such consent from its employees, its Subsidiaries or employees of any of its Subsidiaries, as required to make full and

effective any such licenses and rights respecting any joint invention granted to a grantee hereunder by such party; and

(ii) each party shall take steps that are reasonable under the circumstances to obtain from Third Parties whatever other consents are necessary to make full and effective such licenses and rights respecting any joint invention purported to be granted by it hereunder. If, in spite of such reasonable steps, such party is unable to obtain the requisite consents from such Third Parties, the resulting inability of such party to make full and effective its purported grant of such licenses and rights shall not be considered to be a breach of this Agreement.

(b) Each party agrees, without demanding any further consideration, to execute (and to cause its Subsidiaries or Affiliated Companies to execute) all documents reasonably requested by the other party to effect recordation of the license relationship between the parties created by this Agreement.

ARTICLE V

CONFIDENTIALITY

The terms of the Master Confidential Disclosure Agreement between the parties shall apply to any Confidential Information (as defined therein) which is the subject matter of this Agreement.

ARTICLE VI

TERMINATION

6.1 VOLUNTARY TERMINATION. By written notice to the other party, each party may voluntarily terminate all or a specified portion of the licenses and rights granted to it hereunder by such other party. Such notice shall specify the effective date of such termination and shall clearly specify any affected Patent, Patent application, Invention Disclosure, product or service.

6.2 SURVIVAL. Any voluntary termination of licenses and rights of a party under Section 6.1 shall not affect such party's licenses and rights with respect to any licensed product made or service furnished prior to such termination, and shall not affect the licenses and rights granted to the other party hereunder.

6.3 NO OTHER TERMINATION. Each party acknowledges and agrees that its remedy for breach by the other party of the licenses granted to it hereunder or of any other provision hereof, shall be, subject to the requirements of Article VII, to bring a claim to recover damages subject to the limits set forth in this Agreement and to seek any other appropriate equitable relief, other than termination of the licenses granted by it in this Agreement.

ARTICLE VII

DISPUTE RESOLUTION

7.1 NEGOTIATION. The parties shall make a good faith attempt to resolve any dispute or claim arising out of or related to this Agreement through negotiation. Within thirty (30) days after notice of a dispute or claim is given by either party to the other party, the parties' first tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet and make a good faith attempt to resolve such dispute or claim and shall continue to negotiate in good faith in an effort to resolve the dispute or claim or renegotiate the applicable section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within thirty (30) days of their first meeting, then the parties' second tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet within thirty (30) days after the end of the first thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 7.1, all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

7.2 NONBINDING MEDIATION. In the event that any dispute or claim arising out of or related to this Agreement is not settled by the parties within fifteen
(15) days after the first meeting of the second tier negotiating teams under
Section 7.1, the parties will attempt in good faith to resolve such dispute or claim by nonbinding mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held within thirty (30) days of the end of such fifteen (15) day negotiation period of the second tier negotiating teams. Except as provided below in Section 7.3, no litigation for the resolution of such dispute may be commenced until the parties try in good faith to settle the dispute by such mediation in accordance with such rules and either party has concluded in good faith that amicable resolution through continued mediation of the matter does not appear likely. The costs of mediation shall be shared equally by the parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the parties, and shall be binding on them.

7.3 PROCEEDINGS. Nothing herein, however, shall prohibit either party from initiating litigation or other judicial or administrative proceedings if such party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the dispute or claim through negotiation or mediation. In the event that litigation is commenced under this Section 7.3, the parties agree to continue to attempt to resolve any dispute according to the terms of Sections 7.1 and 7.2 during the course of such litigation proceedings under this Section 7.3.

ARTICLE VIII
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO EITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF SECTIONS 3.1, 3.2 OR 3.8(a) AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL PATENTS AND ANY OTHER INFORMATION OR MATERIALS LICENSED OR PROVIDED HEREUNDER ARE LICENSED OR PROVIDED ON AN "AS IS" BASIS AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, neither party nor any of its Subsidiaries or Affiliated Companies makes any warranty or representation as to the validity and/or scope of any Patent licensed by it to the other party hereunder or any warranty or representation that any manufacture, use, importation, offer for sale or sale of any product or service will be free from infringement of any Patent or other intellectual property right of any Third Party.

9.2 NO IMPLIED LICENSES. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the rights expressly granted in this Agreement with respect to the Agilent Patents and the HP Patents. Neither party is required hereunder to furnish or disclose to the other any technical or other information (including copies of the Agilent Patents and the HP Patents, Patent applications or Invention Disclosures) except as specifically provided herein.

9.3 INFRINGEMENT SUITS. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for infringement of any of the Agilent Patents or the HP Patents or to defend any action or suit brought by a Third Party which challenges or concerns the

validity of any of the Agilent Patents or the HP Patents. Unless the parties otherwise agree pursuant to Section 4.4, HP shall not have any right to institute any action or suit against Third Parties for infringement of any of the Agilent Patents, and Agilent shall not have any right to institute any action or suit against Third Parties for infringement of any of the HP Patents.

9.4 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing, neither party, nor any of its Subsidiaries or Affiliated Companies is obligated to (i) file any Patent application, or to secure any Patent or Patent rights, (ii) to maintain any Patent in force, or (iii) provide any technical assistance, except for the obligations expressly assumed in this Agreement.

9.5 ENTIRE AGREEMENT. This Agreement, the Master Separation Agreement and the other Ancillary Agreements (as defined in the Master Separation Agreement) constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent there is a conflict between this Agreement and the Master Assignment and Assumption Agreement between the parties, the terms of this Agreement shall govern.

9.6 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

9.7 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

9.8 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answer back, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail with receipt confirmed by return e-mail to the respective parties as follows:

if to HP:c/o Hewlett Packard Company 3000 Hanover Street
Palo Alto, CA 94304 Attention: Associate General Counsel and Director of Intellectual Property Telecopy: (650) 852-8194

if to Agilent:

c/o Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304
Attention: Assistant General Counsel and
Director of Intellectual Property
Telecopy: (650) 813-3095

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by e-mail, telecopy or by air courier shall be deemed effective on the first Business Day following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the third Business Day following the day on which such notice or communication was mailed. As used in this Section 9.8, "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

9.9 NONASSIGNABILITY. Except as set forth in Section 3.7, neither party may, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without the other party's prior written consent, and any attempted assignment, transfer or delegation without such prior written consent shall be voidable at the sole option of such other party. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

9.10 SEVERABILITY. If any term or other provision of this Agreement is determined by a nonappealable decision of a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9.12 AMENDMENT. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

9.13 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

WHEREFORE, the parties have signed this Master Patent Ownership and License Agreement effective as of the date first set forth above.

HEWLETT-PACKARD COMPANY             AGILENT TECHNOLOGIES, INC.

By:______________________________     By:_______________________________________

Name:____________________________     Name:_____________________________________

Title:___________________________     Title:____________________________________

EXHIBIT A

TO MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

AFFILIATED COMPANIES

ImagineCard

Idea LLC

Intria-HP

Intria-HP Potomac

Ericsson-HP Telecom (Sweden)

Ericsson-HP Telecom (France)

Hua-Pua

Putial Ome

PT Berka Services

Liquidity Management Group

Hugin Expert

Syc

Sopura Systems

Chartered Semiconductor Partners Singapore

LumiLEDS

EXHIBIT B
TO MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

HP FIELD RESTRICTIONS

1. Biological and Chemical Deposition (as such terms are defined in the Patent Field Definition Database)

2. Health Care (as such term is defined in the Patent Field Definition Database)

EXHIBIT C
TO MASTER PATENT OWNERSHIP AND LICENSE AGREEMENT

AGILANT FIELD RESTRICTIONS

1. Printing Devices, Printer Supplies, Components and Accessories and Document Scanners (as such terms are defined in the Patent Field Definition Database)

2. Computing Devices (as such term is defined in the Patent Field Definition

Exhibit 2.5

MASTER TRADEMARK OWNERSHIP AND LICENSE AGREEMENT

BETWEEN

HEWLETT-PACKARD COMPANY

AND

AGILENT TECHNOLOGIES, INC.

Effective as of _______, 1999

MASTER TRADEMARK OWNERSHIP AND LICENSE AGREEMENT

TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I DEFINITIONS......................................................... 1

     1.1   AFFILIATED COMPANY................................................. 1
     1.2   AGILENT BUSINESS................................................... 1
     1.3   AGILENT BUSINESS MARKS............................................. 2
     1.4   AGILENT BUSINESS MARKS DATABASE.................................... 2
     1.5   AUTHORIZED DEALERS................................................. 2
     1.6   COLLATERAL MATERIALS............................................... 2
     1.7   CORPORATE IDENTITY MATERIALS....................................... 2
     1.8   DISTRIBUTION DATE.................................................. 2
     1.9   LICENSED MARKS..................................................... 2
     1.10  MAINTENANCE CONTRACTS.............................................. 2
     1.11  MARK............................................................... 2
     1.12  MASTER SEPARATION AGREEMENT........................................ 3
     1.13  MEASUREMENT PRODUCT................................................ 3
     1.14  PERSON............................................................. 3
     1.15  QUALITY STANDARDS.................................................. 3
     1.16  SELL............................................................... 3
     1.17  SEPARATION DATE.................................................... 3
     1.18  SUBSIDIARY......................................................... 3
     1.19  THIRD PARTY........................................................ 3
     1.20  TRADEMARK USAGE GUIDELINES......................................... 4

ARTICLE II ASSIGNMENT......................................................... 4

     2.1   ASSIGNMENT OF AGILENT BUSINESS MARKS............................... 4
     2.2   PRIOR GRANTS....................................................... 4
     2.3   ASSIGNMENT DISCLAIMER.............................................. 4

ARTICLE III LICENSES.......................................................... 4

     3.1   LICENSE GRANT...................................................... 4
     3.2   LICENSE RESTRICTIONS............................................... 5
     3.3   LICENSEE UNDERTAKINGS.............................................. 5
     3.4   NON-TRADEMARK USE.................................................. 6
     3.5   RESERVATION OF RIGHTS.............................................. 6
     3.6   THIRD PARTY LICENSES............................................... 6

ARTICLE IV PERMITTED SUBLICENSES.............................................. 7

     4.1   SUBLICENSES........................................................ 7
     4.2   AUTHORIZED DEALERS' USE OF MARKS................................... 7
     4.3   ENFORCEMENT OF AGREEMENTS.......................................... 8

TABLE OF CONTENTS
(continued)

                                                                            Page
                                                                            ----
ARTICLE V ROYALTIES..........................................................  8

     5.1   ROYALTIES.........................................................  8
     5.2   PAYMENTS AND ACCOUNTING...........................................  9

ARTICLE VI TRADEMARK USAGE GUIDELINES........................................ 10

     6.1   TRADEMARK USAGE GUIDELINES........................................ 10
     6.2   TRADEMARK REVIEWS................................................. 10

ARTICLE VII TRADEMARK USAGE GUIDELINE ENFORCEMENT............................ 10

     7.1   INITIAL CURE PERIOD............................................... 10
     7.2   SECOND CURE PERIOD................................................ 10
     7.3   FINAL CURE PERIOD................................................. 10

ARTICLE VIII QUALITY STANDARDS............................................... 11

     8.1   GENERAL........................................................... 11
     8.2   QUALITY STANDARDS................................................. 11
     8.3   QUALITY CONTROL REVIEWS........................................... 11
     8.4   PRODUCT DISCONTINUATION........................................... 11

ARTICLE IX QUALITY STANDARD ENFORCEMENT...................................... 11

     9.1   INITIAL CURE PERIOD............................................... 11
     9.2   SECOND CURE PERIOD................................................ 11
     9.3   FINAL CURE PERIOD................................................. 12

ARTICLE X PROTECTION OF LICENSED MARKS....................................... 12

     10.1  OWNERSHIP AND RIGHTS.............................................. 12
     10.2  PROTECTION OF MARKS............................................... 12
     10.3  SIMILAR MARKS..................................................... 12
     10.4  INFRINGEMENT PROCEEDINGS.......................................... 13

ARTICLE XI TERMINATION....................................................... 13

     11.1  VOLUNTARY TERMINATION............................................. 13
     11.2  SURVIVAL.......................................................... 13
     11.3  NO OTHER TERMINATION.............................................. 13

ARTICLE XII DISPUTE RESOLUTION............................................... 13

     12.1  NEGOTIATION....................................................... 13
     12.2  NONBINDING MEDIATION.............................................. 14
     12.3  PROCEEDINGS....................................................... 14

TABLE OF CONTENTS
(continued)

                                                                            Page
                                                                            ----
ARTICLE XIII LIMITATION OF LIABILITY......................................... 14

ARTICLE XIV MISCELLANEOUS PROVISIONS......................................... 15
     14.1   DISCLAIMER....................................................... 15
     14.2   NO IMPLIED LICENSES.............................................. 15
     14.3   INFRINGEMENT SUITS............................................... 15
     14.4   NO OTHER OBLIGATIONS............................................. 15
     14.5   ENTIRE AGREEMENT................................................. 15
     14.6   GOVERNING LAW.................................................... 16
     14.7   DESCRIPTIVE HEADINGS............................................. 16
     14.8   NOTICES.......................................................... 16
     14.9   NONASSIGNABILITY................................................. 17
     14.10  SEVERABILITY..................................................... 17
     14.11  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE............ 17
     14.12  AMENDMENT........................................................ 17
     14.13  COUNTERPARTS..................................................... 17

EXHIBIT A: LICENSED MARKS
EXHIBIT B: AFFILIATED COMPANIES

MASTER TRADEMARK OWNERSHIP AND LICENSE AGREEMENT

This Master Trademark Ownership and License Agreement (the "Agreement") is effective as of _________, 1999 (the "Effective Date"), between Hewlett-Packard Company, a Delaware corporation ("HP"), having an office at 3000 Hanover Street, Palo Alto, California 94304, and Agilent Technologies, Inc., a Delaware corporation ("Agilent"), having an office at 3000 Hanover Street, Palo Alto, California 94304.

WHEREAS, the Board of Directors of HP has determined that it is in the best interest of HP and its stockholders to separate HP's existing businesses into two independent businesses;

WHEREAS, as part of the foregoing, HP and Agilent have entered into a Master Separation Agreement (as defined below) which provides, among other things, for the separation of certain Agilent assets and Agilent liabilities, the initial public offering of Agilent stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing;

WHEREAS, the parties desire that HP assign and transfer to Agilent the Agilent Business Marks (as defined below); and

WHEREAS, the parties further desire that HP license the Licensed Marks (as defined below) to Agilent after the separation of the Agilent businesses.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

ARTICLE I
DEFINITIONS

For the purpose of this Agreement, the following capitalized terms are defined in this Article I and shall have the meaning specified herein:

1.1 AFFILIATED COMPANY. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Exhibit A hereto and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Exhibit A hereto; provided, however, that any such entity listed in Exhibit A shall be considered to be an Affiliated Company under this Agreement only if it agrees in writing to be bound by the terms and conditions of this Agreement. Exhibit A may be amended from time to time after the date hereof upon mutual consent of the parties.

1.2 AGILENT BUSINESS. "Agilent Business" means (a) the business and operations of the following business entities of HP, as described in the IPO Registration Statement (as defined in the Master Separation Agreement): (i) the Test and Measurement Organization, (ii) the Semiconductor Products Group, (iii) the Chemical Analysis Group, (iv) the Healthcare Solutions Group and (v) any related infrastructure organizations and (b) except as otherwise expressly provided herein, any terminated, divested or discontinued businesses or operations that at the time of

termination, divestiture or discontinuation primarily related to the Agilent Business as then conducted.

1.3 AGILENT BUSINESS MARKS. "Agilent Business Marks" means the Marks listed in the Agilent Business Marks Database.

1.4 AGILENT BUSINESS MARKS DATABASE. "Agilent Business Marks Database" means the Agilent Business Marks Database, as it may be updated by the parties upon mutual agreement to add additional Marks as of the Separation Date.

1.5 AUTHORIZED DEALERS. "Authorized Dealers" means any distributor, dealer, OEM customer, VAR customer, VAD customer, systems integrator or other agent that on or after the Separation Date is authorized to market, advertise, sell, lease, rent, service or otherwise offer Measurement Products. Agilent will provide HP a list of the then current Authorized Dealers within a reasonable period after HP's request.

1.6 COLLATERAL MATERIALS. "Collateral Materials" means all packaging, tags, labels, advertising, promotions, display fixtures, instructions, warranties and other materials of any and all types associated with the Measurement Products that are marked with at least one of the Licensed Marks.

1.7 CORPORATE IDENTITY MATERIALS. "Corporate Identity Materials" means materials that are not products or product-related and that Agilent may now or hereafter use to communicate its identity, including, by way of example and without limitation, business cards, letterhead, stationery, paper stock and other supplies, signage on real property, buildings, fleet and uniforms.

1.8 DISTRIBUTION DATE. "Distribution Date" has the meaning set forth in the Master Separation Agreement.

1.9 LICENSED MARKS. "Licensed Marks" means the Marks set forth on Exhibit A hereto.

1.10 MAINTENANCE CONTRACTS. "Maintenance Contracts" means agreements pursuant to which Agilent, its Subsidiaries or Affiliated Companies or its or their Authorized Dealers or their designees provide repair and maintenance services (whether preventive, diagnostic, remedial, warranty or non-warranty) in connection with Measurement Products, including without limitation agreements entered into by HP prior to the Separation Date and assigned to Agilent pursuant to the Master Separation Agreement or the Ancillary Agreements (as such term is defined in the Master Separation Agreement).

1.11 MARK. "Mark" means any trademark, service mark, trade name, domain name, and the like, or other word, name, symbol or device, or any combination thereof, used or intended to be used by a Person to identify and distinguish the products or services of that Person from the products or services of others and to indicate the source of such goods or services, including without

limitation all registrations and applications therefor throughout the world and all common law and other rights therein throughout the world.

1.12 MASTER SEPARATION AGREEMENT. "Master Separation Agreement" means the Master Separation and Distribution Agreement between the parties.

1.13 MEASUREMENT PRODUCT. "Measurement Product" means any Agilent product that is listed on an Agilent corporate price list as of the Distribution Date, and new versions thereof that have merely minor incremental differences from any such product. Measurement Products shall also include maintenance (whether diagnostic, preventive, remedial, warranty or non-warranty), support and similar services associated with Measurement Products, pursuant to Maintenance Contracts or otherwise.

1.14 PERSON. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, and a governmental entity or any department, agency or political subdivision thereof.

1.15 QUALITY STANDARDS. "Quality Standards" means standards of quality applicable to the Measurement Products, as in use immediately prior to the Separation Date, unless otherwise communicated in writing by HP from time to time.

1.16 SELL. To "Sell" a product means to sell, transfer, lease or otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings ascribed thereto.

1.17 SEPARATION DATE. "Separation Date" means 12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by the Board of Directors of HP.

1.18 SUBSIDIARY. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body. Unless the context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation (as defined in the Master Separation Agreement), including the actions taken pursuant to the Non-US Plan (as defined in the Master Separation Agreement). For example, if HP owns 70% of the stock of another corporation, and that corporation owns 60% of the equity interest of a limited liability company, then that corporation is a Subsidiary of HP but that limited liability company is not. However, if such corporation owns 90% of the equity interest of a limited liability company, then that limited liability company is a Subsidiary of HP. For the avoidance of doubt, this definition of Subsidiary is different from the definition of Subsidiary in the Master Separation Agreement.

1.19 THIRD PARTY. "Third Party" means a Person other than HP and its Subsidiaries and Affiliated Companies and Agilent and its Subsidiaries and Affiliated Companies.

1.20 TRADEMARK USAGE GUIDELINES. "Trademark Usage Guidelines" means the guidelines for proper usage of the Licensed Marks, as in use immediately prior to the Separation Date, as such guidelines may be revised and updated in writing by HP from time to time.

ARTICLE II
ASSIGNMENT

2.1 ASSIGNMENT OF AGILENT BUSINESS MARKS. Subject to Sections 2.2 and 2.3 below, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Agilent Business Marks, including all goodwill of the Agilent Business appurtenant thereto, to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent all its (and their) right, title and interest in and to any and all causes of action and rights of recovery for past infringement of the Agilent Business Marks. HP will, without demanding any further consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and to cause its Subsidiaries to do) all lawful and just acts that may be or become necessary for evidencing, maintaining, recording and perfecting Agilent's rights to such Agilent Business Marks consistent with HP's general business practice as of the Separation Date, including but not limited to execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent or the relevant governmental or other authorities for each Mark in all jurisdictions in which HP owns rights thereto.

2.2 PRIOR GRANTS. Agilent acknowledges and agrees that the foregoing assignment is subject to any and all licenses or other rights that may have been granted by HP or its Subsidiaries with respect to the Agilent Business Marks prior to the Separation Date. HP shall respond to reasonable inquiries from Agilent regarding any such prior grants.

2.3 ASSIGNMENT DISCLAIMER. AGILENT ACKNOWLEDGES AND AGREES THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS-IS," QUITCLAIM BASIS AND THAT NEITHER HP NOR ANY SUBSIDIARY OR AFFILIATED COMPANY OF HP HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, ENFORCEABILITY OR NON-INFRINGEMENT.

ARTICLE III
LICENSES

3.1 LICENSE GRANT. HP grants (and agrees to cause its appropriate Subsidiaries to grant) to Agilent a personal, irrevocable, nonexclusive, perpetual, worldwide, fully-paid and non-transferable (except as set forth in
Section 14.9) license to use the Licensed Marks on the Measurement Products and in connection with the Sale and offer for Sale of Measurement Products (or, in the case of Measurement Products in the form of software, in connection with licensing of

Measurement Products) and to use the Licensed Marks in the advertisement and promotion of such Measurement Products.

3.2 LICENSE RESTRICTIONS.

(a) Once Agilent abandons the use of all of the Licensed Marks on a particular Measurement Product, then Agilent agrees that its license granted hereunder with respect to that Measurement Product shall thereupon terminate.

(b) Agilent may not make any use whatsoever, in whole or in part, of the Licensed Marks, or any other Mark owned by HP, in connection with Agilent's corporate, doing business as, or fictitious name, or on Corporate Identity Materials without the prior written consent of HP, except as expressly set forth in this Section 3.2(b) or in Section 3.4 below. Notwithstanding the foregoing, Agilent may use any business cards, letterhead, stationery, paper stock and other supplies, uniforms and the like throughout their useful life in connection with the conduct of the Agilent Business, to the extent that, as of the Separation Date, they are in use, in inventory or on order.

(c) Agilent may not use any Licensed Mark in direct association with another Mark such that the two Marks appear to be a single Mark or in any other composite manner with any Marks of Agilent or any Third Party (other than the Agilent Business Marks as permitted herein).

(d) In all respects, Agilent's usage of the Licensed Marks pursuant to the license granted hereunder shall be in a manner consistent with the high standards, reputation and prestige represented by the Licensed Marks, and any usage by Agilent that is inconsistent with the foregoing shall be deemed to be outside the scope of the license granted hereunder. As a condition to the license granted hereunder, Agilent shall at all times present, position and promote the Measurement Products marked with one or more of the Licensed Marks in a manner consistent with the high standards and prestige represented by the Licensed Marks.

3.3 LICENSEE UNDERTAKINGS. As a condition to the licenses granted hereunder, Agilent undertakes to HP that:

(a) Agilent shall not use the Licensed Marks (or any other Mark of HP) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of HP or the Licensed Marks, or which might jeopardize or limit HP's proprietary interest therein.

(b) Agilent shall not use the Licensed Marks in connection with any products or services other than the Measurement Products, including, without limitation, any other Agilent Business products.

(c) Agilent shall not (i) misrepresent to any Person the scope of its authority under this Agreement, (ii) incur or authorize any expenses or liabilities chargeable to HP, or (iii) take

any actions that would impose upon HP any obligation or liability to a Third Party other than obligations under this Agreement, or other obligations which HP expressly approves in writing for Agilent to incur on its behalf.

(d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.

3.4 NON-TRADEMARK USE.

(a) Each party may make appropriate and truthful references to the other party and the other party's products and technology.

(b) The parties acknowledge that the letters "HP" are a part of several well-known generic acronyms, (for example, "HPLC" for "high performance liquid chromatography", and "HPCE" for "high pressure capillary electrophoresis"), or are part of the name of certain concepts or principles (such as "the HP Way"). This Agreement does not apply to the proper use of such acronyms or names.

(c) This Agreement does not apply to Agilent's use of "HP-IB" with regard to the IEEE-488 Interface Bus.

3.5 RESERVATION OF RIGHTS. Except as otherwise expressly provided in this Agreement, HP shall retain all rights in and to the Licensed Marks, including without limitation:

(a) All rights of ownership in and to the Licensed Marks;

(b) The right to use (including the right of HP's Subsidiaries and Affiliated Companies to use) the Licensed Marks, either alone or in combination with other Marks, in connection with the marketing, offer or provision of any product or service, including any product or service which competes with Agilent Business products; and

(c) The right to license Third Parties to use the Licensed Marks.

3.6 THIRD PARTY LICENSES. HP agrees that it and its Subsidiaries and Affiliated Companies will not license or transfer the Licensed Marks to Third Parties (other than to and among Subsidiaries of HP) for use in connection with products or services which compete with Measurement Products that are listed on an Agilent corporate price list as of the Distribution Date until three (3) years after the Separation Date. Such restriction shall be binding on any successors and assigns of the Licensed Marks. The foregoing shall not, in any event, limit any of the following: (i) any licenses that may have been granted by HP with respect to the Licensed Marks prior to the Separation Date or (ii) licenses granted to Third Parties in connection with any co-branding program (including, by way of example and not by way of limitation, the OpenView program). For purposes of clarification, a product will not necessarily be deemed to compete with another product if it is merely complementary or merely has some functions in common. Each party promptly will respond

to requests from the other party regarding whether it considers one product to compete with another product. Except as set forth in this Section 3.6, nothing in this Agreement shall be construed to prevent HP from granting any licenses for the use of the Licensed Marks, or from utilizing the Licensed Marks in any manner whatsoever other than as provided in this Section 3.6.

ARTICLE IV
PERMITTED SUBLICENSES

4.1 SUBLICENSES

(a) SUBLICENSES TO SUBSIDIARIES AND AFFILIATED COMPANIES. Subject to the terms and conditions of this Agreement, including all applicable Quality Standards and Trademark Usage Guidelines and other restrictions in this Agreement, Agilent may grant sublicenses to its Subsidiaries and Affiliated Companies to use the Licensed Marks in accordance with the license grant in
Section 3.1 above; provided, that (i) Agilent enters into a written sublicense agreement with each such Subsidiary and Affiliated Company sublicensee, and (ii) such agreement does not include the right to grant further sublicenses other than, in the case of a sublicensed Subsidiary of Agilent, to another Subsidiary of Agilent. Agilent shall provide copies of such written sublicense agreements to HP upon request. If Agilent grants any sublicense rights pursuant to this
Section 4.1(a) and any such sublicensed Subsidiary ceases to be a Subsidiary or Agilent ceases to hold at least a thirty percent (30%) ownership interest in such sublicensed Affiliated Company, then the sublicense granted to such Subsidiary or Affiliated Company pursuant to this Section 4.1(a) shall terminate one hundred eighty (180) days from the date of such cessation.

(b) SUBLICENSES TO TRANSFEREES. In addition, if Agilent, within five
(5) years after the Separation Date, transfers a going business (but not all or substantially all of its business or assets), and such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. dollars ($10,000,000.00) then, subject to the terms and conditions of this Agreement, including all applicable Quality Standards and Trademark Usage Guidelines and other restrictions in this Agreement, Agilent may grant sublicenses to the transferee of such business to use the Licensed Marks on the Measurement Products that are in the transferred business as of the effective date of the transfer in accordance with the license grant in Section 3.1 above; provided, that (i) Agilent enters into a written sublicense agreement with the sublicensee, (ii) such agreement does not include the right to grant further sublicenses and (iii) in any event, such sublicense shall terminate one hundred eighty (180) days after the effective date of the transfer. Agilent shall provide copies of such written sublicense agreements to HP upon request.

4.2 AUTHORIZED DEALERS' USE OF MARKS. Subject to the terms and conditions of this Agreement, including all applicable Quality Standards and Trademark Usage Guidelines and other restrictions in this Agreement, Agilent (and those Subsidiaries and Affiliated Companies sublicensed to use the Licensed Marks pursuant to Section 4.1) may allow Authorized Dealers to, and may allow such Authorized Dealers to allow other Authorized Dealers to, use the Licensed Marks in the advertisement and promotion of Measurement Products Sold by such Authorized Dealers.

4.3 ENFORCEMENT OF AGREEMENTS. Agilent shall take all appropriate measures at Agilent's expense promptly and diligently to enforce the terms of any sublicense agreement or other agreement with any Subsidiary, Affiliated Company or Authorized Dealer, or of any existing agreement with any Authorized Dealer, and shall restrain any such Subsidiary, Affiliated Company or Authorized Dealer from violating such terms, including without limitation (i) monitoring the Subsidiaries', Affiliated Companies' and Authorized Dealers' compliance with the relevant Trademark Usage Guidelines and Quality Standards and causing any noncomplying Subsidiary, Affiliated Company or Authorized Dealer promptly to remedy any failure, (ii) terminating such agreement and/or (iii) commencing legal action, in each case, using a standard of care consistent with HP's practices as of the Separation Date. In the event that HP determines that Agilent has failed promptly and diligently to enforce the terms of any such agreement using such standard of care, HP reserves the right to enforce such terms, and Agilent shall reimburse HP for its fully allocated direct costs and expenses incurred in enforcing such agreement, plus all out-of-pocket costs and expenses, plus five percent (5%) (or, if such costs and expenses are incurred more than two (2) years after the Separation Date, ten percent (10%)).

ARTICLE V
ROYALTIES

5.1 ROYALTIES.

(a) Upon (i) any Sale occurring more than five (5) years after the Separation Date by Agilent, its Subsidiaries or Affiliated Companies of tangible Measurement Products that are marked with one or more of the Licensed Marks (other than repaired, refurbished or reconstructed Measurement Products or repair parts and other than Sales to HP, its Subsidiaries and its Affiliated Companies), and (ii) the use by Agilent, its Subsidiaries or Affiliated Companies of one or more of the Licensed Marks as a service mark in connection with the sale of services associated with Measurement Products (other than repair, maintenance and calibration services and other than sales to HP, its Subsidiaries and its Affiliated Companies), Agilent shall pay to HP a royalty on the Net Sales earned by Agilent in each Agilent fiscal quarter as a result of such sale. The royalty rate shall be the standard royalty rate that is charged by HP to the Agilent Business as of the Separation Date for use of the Licensed Marks.

(b) As used in this Article V, "Net Sales" means the gross invoice price from (i) royalty-bearing Sales under Section 5.1(a)(i) above and (ii) royalty-bearing sales of services under Section 5.1(a)(ii) above, in any case less (A) charges for handling, freight, sales taxes, insurance costs and import duties where such items are included in the invoiced price, (B) point-of-sale credits (or other similar adjustments to price) granted to independent distributors and (C) credits actually granted or refunds actually given for returns during such Agilent fiscal quarter. In the event that the foregoing Measurement Products are Sold for no or nominal consideration or to a Subsidiary or Affiliated Company or in any other circumstances in which the selling price is established on other than an arms-length basis, the Net Sales on such Sales shall be determined on the average selling price earned by Agilent during the preceding Agilent fiscal quarter on Sales of like volumes of the applicable Measurement Products to unaffiliated customers in arms-length sales. However, in

the event that the foregoing Measurement Products are Sold to Agilent's Subsidiaries or Affiliated Companies for resale to Third Parties, then the royalties will be based on Net Sales from the Subsidiaries or Affiliated Companies to the Third Parties and no royalties will be due on the Sales to the Subsidiaries and Affiliated Companies.

(c) For the purposes of clarification, no royalty is due under this Article V for uses of the Licensed Marks that are covered by Section 3.4.

5.2 PAYMENTS AND ACCOUNTING.

(a) With respect to the royalties set forth herein, Agilent shall keep full, clear and accurate records until otherwise provided in Section
5.2(b). These records shall be retained for a period of three (3) years from the date of payment notwithstanding the expiration or other termination of this Agreement. HP shall have the right, through a mutually agreed upon independent certified public accountant (consent to which shall not be unreasonably withheld or delayed by Agilent), and at HP's expense, to examine and audit, not more than once a year, and during normal business hours, all such records and such other records and accounts as may under recognized accounting practices contain information bearing upon the amount of royalty payable to HP under this Agreement. Prompt adjustment shall be made by either party to compensate for any errors and/or omissions disclosed by such examination or audit. Should any such error and/or omission result in an underpayment of more than five percent (5%) of the total royalties due for the period under audit, Agilent shall upon HP's request pay for the cost of the audit and pay HP an additional fee equal to a compound annual interest rate of ten percent (10%) of such error and/or omission.

(b) Within forty-five (45) days after the end of each Agilent fiscal quarter, Agilent shall furnish to HP a statement in suitable form showing all Measurement Products and related services subject to royalties that were sold, during such quarter, and the amount of royalty payable thereon. If no products or services subject to royalty have been sold, that fact shall be shown on such statement. Also, within such forty-five (45) days, Agilent shall pay to HP the royalties payable hereunder for such quarter. HP and Agilent will determine the form of the statement prior to submission of the first such statement. All royalty and other payments to HP hereunder shall be in United States dollars. Royalties based on sales in other currencies shall be converted to United States dollars according to the official rate of exchange for that currency, as published in the Wall Street Journal on the last day of the calendar month in which the royalty accrued (or, if not published on that day, the last publication day for the Wall Street Journal during that month). If two consecutive Agilent fiscal quarters pass in which no royalties are due under this Agreement and Agilent reasonably believes no royalties will be due, the obligations pursuant to this Article V shall terminate. If Agilent resumes sale of Measurement Products or related services that are subject to royalties, the obligations of this Article V shall automatically resume.

ARTICLE VI
TRADEMARK USAGE GUIDELINES

6.1 TRADEMARK USAGE GUIDELINES. Agilent and its Subsidiaries, Affiliated Companies and Authorized Dealers shall use the Licensed Marks only in a manner that is consistent with the Trademark Usage Guidelines.

6.2 TRADEMARK REVIEWS. At HP's request, Agilent agrees to furnish or make available for inspection to HP samples of all Measurement Products and Collateral Materials of Agilent, its Subsidiaries, Affiliated Companies and Authorized Dealers that are marked with one or more of the Licensed Marks (to the extent that Agilent has the right to obtain such samples). If Agilent is notified or determines that it or any of its Subsidiaries, Affiliated Companies or Authorized Dealers is not complying with any Trademark Usage Guidelines, it shall notify HP and the provisions of Article VII and Section 4.3 shall apply to such noncompliance.

ARTICLE VII
TRADEMARK USAGE GUIDELINE ENFORCEMENT

7.1 INITIAL CURE PERIOD. If HP becomes aware that Agilent or any Subsidiary, Affiliated Company or Authorized Dealer is not complying with any Trademark Usage Guidelines, HP shall notify Agilent in writing, setting forth in reasonable detail a written description of the noncompliance and any requested action for curing such noncompliance. Agilent shall then have sixty (60) days with regard to noncompliance by Authorized Dealers and thirty (30) days with regard to noncompliance by Agilent or any Subsidiary or Affiliated Company after receipt of such notice ("Guideline Initial Cure Period") to correct such noncompliance or submit to HP a written plan to correct such noncompliance which written plan is reasonably acceptable to HP.

7.2 SECOND CURE PERIOD. If noncompliance with the Trademark Usage Guidelines continues beyond the Guideline Initial Cure Period, Agilent and HP shall each promptly appoint a representative to negotiate in good faith actions that may be necessary to correct such noncompliance. The parties shall have thirty (30) days following the expiration of the Guideline Initial Cure Period to agree on corrective actions, and Agilent shall have thirty (30) days from the date of an agreement of corrective actions to implement such corrective actions and cure or cause the cure of such noncompliance ("Second Guideline Cure Period").

7.3 FINAL CURE PERIOD. If the noncompliance with the Trademark Usage Guidelines remains uncured after the expiration of the Second Guideline Cure Period, then at HP's election, Agilent, or the noncomplying Subsidiary, Affiliated Company or Authorized Dealer, whichever is applicable, promptly shall cease using the noncomplying Collateral Materials until HP determines that Agilent, or the noncomplying Subsidiary, Affiliated Company or Authorized Dealer, whichever is applicable, has demonstrated its ability and commitment to comply with the Trademark Usage Guidelines. Nothing in this Article VII shall be deemed to limit Agilent's obligations under Section 4.3 above or to preclude HP from exercising any rights or remedies under Section 4.3 above.

ARTICLE VIII
QUALITY STANDARDS

8.1 GENERAL. Agilent acknowledges that the Measurement Products permitted by this Agreement to be marked with one or more of the Licensed Marks must continue to be of sufficiently high quality as to provide protection of the Licensed Marks and the goodwill they symbolize, and Agilent further acknowledges that the maintenance of the high quality standards associated with such products is of the essence of this Agreement.

8.2 QUALITY STANDARDS. Agilent and its Authorized Dealers, Affiliated Companies and Subsidiaries shall use the Licensed Marks only on and in connection with Measurement Products that meet or exceed in all respects the Quality Standards.

8.3 QUALITY CONTROL REVIEWS. At HP's request, Agilent agrees to furnish or make available to HP for inspection sample Measurement Products marked with one or more of the Licensed Marks. HP may also independently conduct customer satisfaction surveys to determine if Agilent and its Subsidiaries, Affiliated Companies and Authorized Dealers are meeting the Quality Standards. Agilent shall cooperate with HP fully in the distribution of such surveys. In the event of a challenge by HP, HP shall, at the request of Agilent, provide Agilent with copies of customer surveys used by HP to determine if Agilent is meeting the Quality Standards. If Agilent is notified or determines that it or any of its Subsidiaries, Affiliated Companies or Authorized Dealers is not complying with any Quality Standards, it shall notify HP and the provisions of Article IX and
Section 4.3 shall apply to such noncompliance.

8.4 PRODUCT DISCONTINUATION. If, at any time during or after the term of this Agreement, Agilent discontinues the sale of a Measurement Product that has been marked with one or more of the Licensed Marks, Agilent shall substantially comply with the discontinuation procedure used by HP for such or similar products immediately prior to Separation Date.

ARTICLE IX
QUALITY STANDARD ENFORCEMENT

9.1 INITIAL CURE PERIOD. If HP becomes aware that Agilent or any Subsidiary, Affiliated Company or Authorized Dealer sublicensee is not complying with any Quality Standards, HP shall notify Agilent in writing, setting forth in reasonable detail a written description of the noncompliance and any requested action for curing such noncompliance. Agilent shall then have thirty (30) days after receipt of such notice ("Initial Cure Period") to correct such noncompliance or submit to HP a written plan to correct such noncompliance which written plan is reasonably acceptable to HP.

9.2 SECOND CURE PERIOD. If noncompliance with the Quality Standards continues beyond the Initial Cure Period, Agilent and HP shall each promptly appoint a representative to negotiate in good faith actions that may be necessary to correct such noncompliance. The parties shall have thirty (30) days following the expiration of the Initial Cure Period to agree on corrective actions, and Agilent shall have thirty (30) days from the date of an agreement of corrective actions to

implement such corrective actions and cure or cause the cure of such noncompliance ("Second Cure Period").

9.3 FINAL CURE PERIOD. If the noncompliance with the Quality Standards remains uncured after the expiration of the Second Cure Period, then at HP's election, Agilent, or the noncomplying Subsidiary, Affiliated Company or Authorized Dealer, whichever is applicable, promptly shall cease offering the noncomplying Measurement Products under the Licensed Marks until HP determines that Agilent, or the noncomplying Subsidiary, Affiliated Company or Authorized Dealer, whichever is applicable, has demonstrated its ability and commitment to comply with the Quality Standards. Nothing in this Article IX shall be deemed to limit Agilent's obligations under Section 4.3 above or to preclude HP from exercising any rights or remedies under Section 4.3 above.

ARTICLE X
PROTECTION OF LICENSED MARKS

10.1 OWNERSHIP AND RIGHTS. Agilent agrees not to challenge the ownership or validity of the Licensed Marks. Agilent shall not disparage, dilute or adversely affect the validity of the Licensed Marks. Agilent's use of the Licensed Marks shall inure exclusively to the benefit of HP, and Agilent shall not acquire or assert any rights therein. Agilent recognizes the value of the goodwill associated with the Licensed Marks, and that the Licensed Marks may have acquired secondary meaning in the minds of the public.

10.2 PROTECTION OF MARKS. Agilent shall assist HP, at HP's request and expense, in the procurement and maintenance of HP's intellectual property rights in the Licensed Marks. Agilent will not grant or attempt to grant a security interest in the Licensed Marks, or to record any such security interest in the United States Patent and Trademark Office or elsewhere, against any trademark application or registration belonging to HP. Agilent agrees to, and to cause its Subsidiaries and Affiliated Companies to, execute all documents reasonably requested by HP to effect further registration of, maintenance and renewal of the Licensed Marks, recordation of the license relationship between HP and Agilent, and recordation of Agilent as a registered user. HP makes no warranty or representation that trademark registrations have been or will be applied for, secured or maintained in the Licensed Marks throughout, or anywhere within, the world. Agilent shall cause to appear on all Measurement Products, and all Collateral Materials, such legends, markings and notices as may be required by applicable law or reasonably requested by HP.

10.3 SIMILAR MARKS. Agilent agrees not to use or register in any country any Mark that infringes HP's rights in the Licensed Marks, or any element thereof. If any application for registration is, or has been, filed in any country by Agilent which relates to any Mark that infringes HP's rights in the Licensed Marks, Agilent shall immediately abandon any such application or registration or assign it to HP. Agilent shall not challenge HP's ownership of or the validity of the Licensed Marks or any application for registration thereof throughout the world. Agilent shall not use or register in any country any copyright, domain name, telephone number or any other intellectual property right, whether recognized currently or in the future, or other designation which

would affect the ownership or rights of HP in and to the Licensed Marks, or otherwise to take any action which would adversely affect any of such ownership rights, or assist anyone else in doing so. Agilent shall cause its Subsidiaries, Affiliated Companies and Authorized Dealers to comply with the provisions of this Section 10.3.

10.4 INFRINGEMENT PROCEEDINGS. In the event that the Agilent Director of Intellectual Property or Agilent Trademark Counsel learns of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks, Agilent shall notify HP or its authorized representative giving particulars thereof, and Agilent shall provide necessary information and assistance to HP or its authorized representatives at HP's expense in the event that HP decides that proceedings should be commenced. Notwithstanding the foregoing, Agilent is not obligated to monitor or police use of the Licensed Marks by Third Parties other than as specifically set forth in Section 4.3. HP shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of HP, and all recoveries shall belong exclusively to HP. Agilent shall not and shall have no right to initiate any such litigation, opposition, cancellation or related legal proceedings in its own name, but, at HP's request, agrees to be joined as a party in any action taken by HP to enforce its rights in the Licensed Marks. HP shall incur no liability to Agilent or any other Person under any legal theory by reason of HP's failure or refusal to prosecute or by HP's refusal to permit Agilent to prosecute, any alleged infringement by Third Parties, nor by reason of any settlement to which HP may agree.

ARTICLE XI
TERMINATION

11.1 VOLUNTARY TERMINATION. By written notice to HP, Agilent may voluntarily terminate all or a specified portion of the licenses and rights granted to it hereunder by HP. Such notice shall specify the effective date of such termination and shall clearly specify any affected Licensed Marks, Measurement Products or services.

11.2 SURVIVAL. Any voluntary termination of licenses and rights of Agilent under Section 11.1 shall not affect Agilent's licenses and rights with respect to any Measurement Products made or furnished prior to such termination.

11.3 OTHER TERMINATION. HP acknowledges and agrees that its rights to terminate the licenses granted to Agilent hereunder are solely as set forth in
Section 4.3 and Articles VII and IX.

ARTICLE XII
DISPUTE RESOLUTION

12.1 NEGOTIATION. The parties shall make a good faith attempt to resolve any dispute or claim arising out of or related to this Agreement through negotiation. Within thirty (30) days after notice of a dispute or claim is given by either party to the other party, the parties' first tier

negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet and make a good faith attempt to resolve such dispute or claim and shall continue to negotiate in good faith in an effort to resolve the dispute or claim or renegotiate the applicable section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within thirty (30) days of their first meeting, then the parties' second tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet within thirty (30) days after the end of the first thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 12.1, all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

12.2 NONBINDING MEDIATION. In the event that any dispute or claim arising out of or related to this Agreement is not settled by the parties within fifteen
(15) days after the first meeting of the second tier negotiating teams under
Section 12.1, the parties will attempt in good faith to resolve such dispute or claim by nonbinding mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held within thirty (30) days of the end of such fifteen (15) day negotiation period of the second tier negotiating teams. Except as provided below in Section 12.3, no litigation for the resolution of such dispute may be commenced until the parties try in good faith to settle the dispute by such mediation in accordance with such rules, and either party has concluded in good faith that amicable resolution through continued mediation of the matter does not appear likely. The costs of mediation shall be shared equally by the parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the parties, and shall be binding on them.

12.3 PROCEEDINGS. Nothing herein, however, shall prohibit either party from initiating litigation or other judicial or administrative proceedings if such party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the dispute or claim through negotiation or mediation. In the event that litigation is commenced under this Section 12.3, the parties agree to continue to attempt to resolve any dispute or claim according to the terms of Sections 12.1 and 12.2 during the course of such litigation proceedings under this Section 12.3.

ARTICLE XIII
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

14.1 DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL LICENSED MARKS AND ANY OTHER INFORMATION OR MATERIALS LICENSED OR PROVIDED HEREUNDER ARE LICENSED OR PROVIDED ON AN "AS IS" BASIS AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, neither HP nor any of its Subsidiaries or Affiliated Companies makes any warranty or representation as to the validity of any Mark licensed by it to Agilent or any warranty or representation that any use of any Mark with respect to any product or service will be free from infringement of any rights of any Third Party.

14.2 NO IMPLIED LICENSES. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the rights expressly granted in this Agreement with respect to the Licensed Marks. Neither party is required hereunder to furnish or disclose to the other any information (including copies of registrations of the Marks), except as specifically provided herein.

14.3 INFRINGEMENT SUITS. Except as set forth in Section 4.3, (i) neither party shall have any obligation hereunder to institute any action or suit against Third Parties for infringement of any of the Licensed Marks or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of the Licensed Marks and (ii) Agilent shall not have any right to institute any action or suit against Third Parties for infringement of any of the Licensed Marks.

14.4 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing, neither party, nor any of its Subsidiaries or Affiliated Companies, is obligated to (i) file any application for registration of any Mark, or to secure any rights in any Marks, (ii) to maintain any Mark registration, or (iii) provide any assistance, except for the obligations expressly assumed in this Agreement.

14.5 ENTIRE AGREEMENT. This Agreement, the Master Separation Agreement and the other Ancillary Agreements (as defined in the Master Separation Agreement) constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior

written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent there is a conflict between this Agreement and the General Assignment and Assumption Agreement between the parties, the terms of this Agreement shall govern.

14.6 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

14.7 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

14.8 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answer back, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail with receipt confirmed by return e-mail to the respective parties as follows:

if to HP:

c/o Hewlett-Packard Company 3000 Hanover Street
Palo Alto, CA 94304 Attention: Associate General Counsel and Director of Intellectual Property Telecopy: (650) 852-8194

if to Agilent:

c/o Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304
Attention: Assistant General Counsel and
Director of Intellectual Property
Telecopy: (650) 813-3095

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by e-mail, telecopy or by air courier shall be deemed effective on the first Business Day following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the third Business Day following the day on which such notice or communication was mailed. As used in this Section 14.8, "Business Day" means day other than a

Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

14.9 NONASSIGNABILITY. Neither party may, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without the other party's prior written consent, and any attempted assignment, transfer or delegation without such prior written consent shall be voidable at the sole option of such other party. Notwithstanding the foregoing, each party (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to a Person that succeeds to all or substantially all of the business or assets of such party. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

14.10 SEVERABILITY. If any term or other provision of this Agreement is determined by a nonappealable decision of a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

14.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

14.12 AMENDMENT. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

14.13 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

WHEREFORE, the parties have signed this Trademark Ownership and License Agreement effective as of the date first set forth above.

HEWLETT-PACKARD COMPANY             AGILENT TECHNOLOGIES, INC.

By:_____________________________    By:____________________________

Name:___________________________    Name:__________________________

Title:__________________________    Title:_________________________

EXHIBIT A
TO MASTER TRADEMARK OWNERSHIP AND LICENSE AGREEMENT

LICENSED MARKS

HP

Hewlett Packard

HP Symbol

EXHIBIT B
TO MASTER TRADEMARK OWNERSHIP AND LICENSE AGREEMENT

AFFILIATED COMPANIES

ImagineCard

Idea LLC

Intria-HP

Intria-HP Potomac

Ericsson-HP Telecom (Sweden)

Ericsson-HP Telecom (France)

Hua-Pua

Putial Ome

PT Berka Services

Liquidity Management Group

Hugin Expert

Syc

Sopura Systems

Chartered Semiconductor Partners Singapore

LumiLEDS

EXHIBIT 2.6

ICBD TECHNOLOGY OWNERSHIP AND
LICENSE AGREEMENT

between

HEWLETT-PACKARD COMPANY

and

AGILENT TECHNOLOGIES, INC.

Effective as of ___________, 1999

ICBD TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

TABLE OF CONTENTS

                                                                                                     Page
                                                                                                     ----
ARTICLE I DEFINITIONS...............................................................................    1
        1.1  AFFILIATED COMPANY.....................................................................    1
        1.2  AGILENT ICBD PRODUCTS..................................................................    1
        1.3  AGILENT OWNED ICBD TECHNOLOGY..........................................................    2
        1.4  COPYRIGHTS.............................................................................    2
        1.5  DATABASE RIGHTS........................................................................    2
        1.6  HP ICBD PRODUCTS.......................................................................    2
        1.7  HP OWNED ICBD TECHNOLOGY...............................................................    2
        1.8  ICBD TECHNOLOGY........................................................................    2
        1.9  ICBD TECHNOLOGY RESTRICTION DATABASE...................................................    3
       1.10  ICBD TECHNOLOGY DATABASE...............................................................    3
       1.11  IMPROVEMENTS...........................................................................    3
       1.12  INVENTION DISCLOSURE...................................................................    3
       1.13  JOINT ICBD TECHNOLOGY..................................................................    3
       1.14  LICENSED AGILENT ICBD TECHNOLOGY.......................................................    3
       1.15  LICENSED HP ICBD TECHNOLOGY............................................................    3
       1.16  MASK WORKS RIGHTS......................................................................    4
       1.17  MASTER SEPARATION AGREEMENT............................................................    4
       1.18  PATENTS................................................................................    4
       1.19  PERSON.................................................................................    4
       1.20  SELL...................................................................................    4
       1.21  SEPARATION DATE........................................................................    4
       1.22  SUBSIDIARY.............................................................................    4
       1.23  THIRD PARTY............................................................................    4
ARTICLE II ALLOCATION OF OWNERSHIP..................................................................    5
        2.1  CONFIRMATION OF OWNERSHIP..............................................................    5
        2.2  ASSIGNMENT.............................................................................    5
        2.3  JOINT ICBD TECHNOLOGY..................................................................    5
        2.4  PRIOR GRANTS...........................................................................    6
        2.5  ASSIGNMENT DISCLAIMER..................................................................    6
        2.6  PRIOR AGREEMENTS.......................................................................    6
        2.7  COPIES IN ITS POSSESSION...............................................................    6
ARTICLE III LICENSES AND RIGHTS.....................................................................    6
        3.1  LICENSE TO HP UNDER THE LICENSED AGILENT ICBD TECHNOLOGY...............................    6
        3.2  LICENSE TO AGILENT UNDER THE HP OWNED ICBD TECHNOLOGY WITH RESPECT TO HP ICBD PRODUCTS.    9
        3.3  LICENSE TO AGILENT UNDER THE LICENSED HP ICBD TECHNOLOGY...............................   11

TABLE OF CONTENTS
(continued)

                                                                                                     Page
                                                                                                     ----
        3.4  HAVE MADE RIGHTS.......................................................................   14
        3.5  RIGHTS TO JOINT ICBD TECHNOLOGY........................................................   14
        3.6  IMPROVEMENTS...........................................................................   15
        3.7  SUBSIDIARIES AND AFFILIATED COMPANIES..................................................   16
        3.8  NO PATENT LICENSES.....................................................................   16
        3.9  THIRD PARTY TECHNOLOGY.................................................................   16
ARTICLE IV USE RESTRICTIONS.........................................................................   16
ARTICLE V CONFIDENTIALITY...........................................................................   17
ARTICLE VI TERMINATION..............................................................................   17
        6.1  VOLUNTARY TERMINATION..................................................................   17
        6.2  SURVIVAL...............................................................................   17
        6.3  NO OTHER TERMINATION...................................................................   17
ARTICLE VII DISPUTE RESOLUTION......................................................................   17
        7.1  NEGOTIATION............................................................................   17
        7.2  NONBINDING MEDIATION...................................................................   18
        7.3  PROCEEDINGS............................................................................   18
ARTICLE VIII LIMITATION OF LIABILITY................................................................   18
ARTICLE IX MISCELLANEOUS PROVISIONS.................................................................   19
        9.1  DISCLAIMER.............................................................................   19
        9.2  NO IMPLIED LICENSES....................................................................   19
        9.3  INFRINGEMENT SUITS.....................................................................   19
        9.4  NO OTHER OBLIGATIONS...................................................................   19
        9.5  ENTIRE AGREEMENT.......................................................................   20
        9.6  GOVERNING LAW..........................................................................   20
        9.7  DESCRIPTIVE HEADINGS...................................................................   20
        9.8  NOTICES................................................................................   20
        9.9  NONASSIGNABILITY.......................................................................   21
       9.10  SEVERABILITY...........................................................................   21
       9.11  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..................................   21
       9.12  AMENDMENT..............................................................................   21
       9.13  COUNTERPARTS...........................................................................   21

EXHIBIT A: AFFILIATED COMPANIES
EXHIBIT B: FIELD RESTRICTIONS

ICBD TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

This ICBD Technology Ownership and License Agreement (the "Agreement") is effective as of __________, 1999 (the "Effective Date"), between Hewlett-Packard Company, a Delaware corporation ("HP"), having an office at 3000 Hanover Street, Palo Alto, California 94304 and Agilent Technologies, Inc., a Delaware corporation ("Agilent"), having an office at 3000 Hanover Street, Palo Alto, California 94304.

WHEREAS, the Board of Directors of HP has determined that it is in the best interest of HP and its stockholders to separate HP's existing businesses into two independent businesses;

WHEREAS, as part of the foregoing, HP and Agilent have entered into a Master Separation Agreement (as defined below), which provides, among other things, for the separation of certain Agilent assets and Agilent liabilities, the initial public offering of Agilent stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing;

WHEREAS, also as part of the foregoing, HP and Agilent desire to confirm HP's and Agilent's ownership of certain technology related to integrated circuits; and

WHEREAS, each party further desires to receive, and the other party is willing to grant, certain rights to use certain of such technology.

NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement the following capitalized terms are defined in this Article I and shall have the meaning specified herein:

1.1 AFFILIATED COMPANY. "Affiliated Company" means, with respect to HP, any entity in which HP holds a 50% or less ownership interest and that is listed on Exhibit A hereto and, with respect to Agilent, any entity in which Agilent holds a 50% or less ownership interest and that is listed on Exhibit A hereto; provided, however, that any such entity listed in Exhibit A shall be considered to be an Affiliated Company under this Agreement only if it agrees in writing to be bound by the terms and conditions of this Agreement. Exhibit A may be amended from time to time after the date hereof upon mutual consent of the parties.

1.2 AGILENT ICBD PRODUCTS. "Agilent ICBD Products" means any and all semiconductor devices, at whatever stage of completion in the manufacturing process, in die, wafer, packaged or chip form, integrated circuit modules incorporating such semiconductor devices, and related software (whether embedded in such devices or modules or Sold or licensed in connection

with such devices or modules) that are used or Sold now or hereafter by Agilent, its Subsidiaries or Affiliated Companies and are based on or incorporate the Licensed HP ICBD Technology (including Third Party semiconductor devices, integrated circuit modules and related software when Agilent, its Subsidiaries or Affiliated Companies are making (but not having made) such products as a contract manufacturer or foundry for such Third Parties).

1.3 AGILENT OWNED ICBD TECHNOLOGY. "Agilent Owned ICBD Technology" means the ICBD Technology listed or described as such in the ICBD Technology Database.

1.4 COPYRIGHTS. "Copyrights" mean (i) any copyright in any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101 et. seq., whether registered or unregistered, including any applications for registration thereof, (ii) any corresponding foreign copyrights under the laws of any jurisdiction, in each case, whether registered or unregistered, and any applications for registration thereof and (iii) moral rights under the laws of any jurisdiction.

1.5 DATABASE RIGHTS. "Database Rights" means any rights in databases under the laws of the United States or any other jurisdiction, whether registered or unregistered, and any applications for registration thereof.

1.6 HP ICBD PRODUCTS. "HP ICBD Products" means any and all semiconductor devices, at whatever stage of completion in the manufacturing process, in die, wafer, packaged or chip form, integrated circuit modules incorporating such semiconductor devices, and related software (whether embedded in such devices or modules or Sold or licensed in connection with such devices or modules) that are used or Sold now or hereafter by HP, its Subsidiaries or Affiliate Companies and are based on or incorporate the Licensed Agilent ICBD Technology (including Third Party semiconductor devices, integrated circuit modules and related software when HP, its Subsidiaries or Affiliated Companies are making (but not having made) such products as a contract manufacturer or foundry for such Third Parties).

1.7 HP OWNED ICBD TECHNOLOGY. "HP Owned ICBD Technology" means ICBD Technology listed or described as such in the ICBD Technology Database.

1.8 ICBD TECHNOLOGY. "ICBD Technology" means semiconductor topologies, cell libraries, cores or other similar elements, logic modules, algorithms, manufacturing processes, design processes, behavioral models, logic diagrams, schematics, test vectors, know-how, computer and electronic data processing and other apparatus programs and software (object code and source code), databases and documentation thereof, trade secrets, technical information, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge, data or the like, solely to the extent that any of the foregoing are listed or described in the ICBD Technology Database. The term ICBD Technology includes Copyrights, Database Rights, Mask Work Rights, trade secrets and any other intellectual property right, but expressly does not include (i) any trademark, trade name, trade dress or service mark or applications for registration thereof, or (ii) any Patents, or applications therefor, including any of the foregoing that may be based on Invention Disclosures that are covered by the Master Patent Ownership and Assignment Agreement

between the parties, but does include trade secret rights in and to inventions disclosed in such applications and Invention Disclosures.

1.9 ICBD TECHNOLOGY DATABASE. "ICBD Technology Database" means the ICBD Technology Database, as it may be updated by the parties upon mutual agreement to add ICBD Technology as of the Separation Date.

1.10 ICBD TECHNOLOGY FIELD DEFINITION DATABASE. "ICBD Technology Field Definition Database" means the ICBD Technology Field Definition Database, as it may be updated by the parties as of the Separation Date.

1.11 IMPROVEMENTS. "Improvements" to ICBD Technology means (i) with respect to Copyrights, any modifications, derivative works, and translations of works of authorship, (ii) with respect to Database Rights, any database that is created by extraction or re-utilization of another database, and (iii) with respect to Mask Work Rights, trade secrets and other intellectual property rights included within the definition of ICBD Technology and not covered by Sections 1.11(i) and (ii) above, any improvements of ICBD Technology. For the purposes of clarification, an item of ICBD Technology will be deemed to be an Improvement of another item of ICBD Technology only if it is actually derived from such other item of ICBD Technology and not merely because it may have the same or similar functionality or use as such other item of ICBD Technology.

1.12 INVENTION DISCLOSURE. "Invention Disclosure" means a disclosure of an invention (i) written for the purpose of allowing legal and business people to determine whether to file a Patent application with respect to such invention and (ii) recorded with a control number in the owning party's records.

1.13 JOINT ICBD TECHNOLOGY. "Joint ICBD Technology" means the ICBD Technology listed or described as such in the ICBD Technology Database.

1.14 LICENSED AGILENT ICBD TECHNOLOGY. "Licensed Agilent ICBD Technology" means the ICBD Technology listed or described as such in the ICBD Technology Database and:

(a) which, as of the Separation Date, Agilent or any Subsidiary or Affiliated Company of Agilent (i) owns or controls or (ii) otherwise has the right to grant any licenses of the type and on the terms herein granted to HP without the obligation to pay royalties or other consideration to Third Parties; and

(b) which is known to or in the possession of HP, its Subsidiaries or Affiliated Companies as of the Separation Date.

1.15 LICENSED HP ICBD TECHNOLOGY. "Licensed HP ICBD Technology" means the ICBD Technology listed or described as such in the ICBD Technology Database and:

(a) which, as of the Separation Date, HP or any Subsidiary or Affiliated Company of HP (i) owns or controls or (ii) otherwise has the right to grant any licenses of the type and on the

terms herein granted to Agilent without the obligation to pay royalties or other consideration to Third Parties; and

(b) which is known to or in the possession of Agilent, its Subsidiaries or Affiliated Companies as of the Separation Date.

1.16 MASK WORK RIGHTS. "Mask Work Rights" means (i) any rights in mask works, as defined in 17 U.S.C. Section 901, whether registered or unregistered, including applications for registration thereof, and (ii) any foreign rights in semiconductor topologies under the laws of any jurisdiction, whether registered or unregistered, including applications for registration thereof.

1.17 MASTER SEPARATION AGREEMENT. "Master Separation Agreement" means the Master Separation and Distribution Agreement between the parties.

1.18 PATENTS. "Patents" means patents, utility models, design patents, design registrations, certificates of invention and other governmental grants for the protection of inventions or industrial designs anywhere in the world and all reissues, renewals, re-examinations and extensions of any of the foregoing.

1.19 PERSON. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, and a governmental entity or any department, agency, or political subdivision thereof.

1.20 SELL. To "Sell" a product means to sell, transfer, lease, or otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings ascribed thereto.

1.21 SEPARATION DATE. "Separation Date" means 12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by the Board of Directors of HP.

1.22 SUBSIDIARY. "Subsidiary" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body. Unless the context otherwise requires, reference to HP and its Subsidiaries shall not include the subsidiaries of HP that will be transferred to Agilent after giving effect to the Separation (as defined in the Master Separation Agreement), including the actions taken pursuant to the Non-US Plan (as defined in the Master Separation Agreement). For example, if HP owns 70% of the stock of another corporation, and that corporation owns 60% of the equity interest of a limited liability company, then that corporation is a Subsidiary of HP but that limited liability company is not. However, if such corporation owns 90% of the equity interest of a limited liability company, then that limited liability company is a Subsidiary of HP. For the avoidance of doubt, this definition of Subsidiary is different from the definition of Subsidiary in the Master Separation Agreement.

1.23 THIRD PARTY. "Third Party" means a Person other than HP and its Subsidiaries and Affiliated Companies and Agilent and its Subsidiaries and Affiliated Companies.

ARTICLE II

ALLOCATION OF OWNERSHIP

2.1 CONFIRMATION OF OWNERSHIP. The parties hereby agree and confirm that, as between the parties, HP retains for itself all right, title and interest in and to the HP Owned ICBD Technology (except for any licenses expressly granted in Article III) and that no transfer or assignment of ownership rights is intended by the parties. At any time during the period beginning on the Separation Date and until a reasonable period after Agilent ceases to manufacture a particular HP ICBD Product for HP, HP shall have the right to access and to copy or have Agilent copy for HP any and all portions of the HP Owned ICBD Technology related to such HP ICBD Product in the possession of Agilent. Such access and copying shall be in accordance with a reasonable request and schedule to be mutually agreed upon between Agilent and HP. All costs associated with the assembling, copying and delivering of the HP Owned ICBD Technology shall be borne by HP (except for the value of the time of Agilent employees). HP shall respond to reasonable requests by Agilent concerning whether a particular HP ICBD Product will continue to be manufactured by Agilent.

2.2 ASSIGNMENT. Subject to Sections 2.4-2.6 below and to Article IV, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Agilent Owned ICBD Technology, to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent all its (and their) right, title and interest in and to any and all causes of action and rights of recovery for past infringement of Copyrights, Database Rights and Mask Work Rights in and to the Agilent Owned ICBD Technology, and for past misappropriation of trade secrets in and to the Agilent Owned ICBD Technology. HP further covenants that HP will, without demanding any further consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and cause its Subsidiaries to do) all lawful and just acts, that may be or become necessary for evidencing, maintaining, recording and perfecting Agilent's rights to such Agilent Owned ICBD Technology consistent with HP's general business practice as of the Separation Date, including but not limited to, execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent for each Copyright, Mask Work Right, or Database Right jurisdiction.

2.3 JOINT ICBD TECHNOLOGY. Subject to Sections 2.4-2.6 below and to Article IV, HP hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent an undivided one-half interest in and to the Joint ICBD Technology to be held and enjoyed by Agilent, its successors and assigns. HP further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Agilent an undivided one-half interest in and to any and all causes of action and rights of recovery for past infringement of Copyrights, Database Rights and Mask Work Rights in and to the Joint ICBD Technology, and for past misappropriation of trade secrets in and to the Joint ICBD Technology. HP further covenants that HP will, without demanding any consideration therefor, at the request and expense of Agilent (except for the value of the time of HP employees), do (and cause its Subsidiaries to do) all lawful

and just acts including the execution and acknowledgement of instruments, that may be or become necessary for evidencing, maintaining and perfecting Agilent's rights to such Joint ICBD Technology consistent with HP's general business practice as of the Separation Date, including but not limited to, execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Agilent for each Copyright, Mask Work Right or Database Right jurisdiction.

2.4 PRIOR GRANTS. Agilent acknowledges and agrees that the foregoing assignments are subject to any and all licenses or other rights that may have been granted by HP or its Subsidiaries with respect to the Agilent Owned ICBD Technology prior to the Separation Date. HP shall respond to reasonable inquiries from Agilent regarding any such prior grants.

2.5 ASSIGNMENT DISCLAIMER. AGILENT ACKNOWLEDGES AND AGREES THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS IS," QUITCLAIM BASIS AND THAT NEITHER HP NOR ANY SUBSIDIARY OR AFFILIATED COMPANY OF HP HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT.

2.6 PRIOR AGREEMENTS. Notwithstanding the foregoing provisions of this Article II, the parties agree that this Agreement does not supersede any existing agreements that may have been entered into before the Separation Date regarding the allocation of ownership to any ICBD Technology as between HP and Agilent.

2.7 COPIES IN ITS POSSESSION. Notwithstanding the allocation of ownership in this Article II, each party has the right to retain copies of any ICBD Technology that it has in its possession as of the Separation Date.

ARTICLE III

LICENSES AND RIGHTS

3.1 LICENSE TO HP UNDER THE LICENSED AGILENT ICBD TECHNOLOGY.

(a) Agilent grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to HP the following personal, irrevocable, nonexclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 9.9 below) licenses:

(i) under its and their Copyrights in and to the Licensed Agilent ICBD Technology, (A) to reproduce and have reproduced the works of authorship included in the Licensed Agilent ICBD Technology and Improvements thereof prepared by or for HP, in whole or in part, as part of HP ICBD Products, (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in the Licensed Agilent ICBD Technology in order to create HP ICBD Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship

included in the Licensed Agilent ICBD Technology and Improvements thereof prepared by or for HP to the public by sale or other transfer of ownership or by rental, lease or lending, as part of HP ICBD Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the Licensed Agilent ICBD Technology and Improvements thereof prepared by or for HP, as part of HP ICBD Products;

(ii) under its and their Database Rights in and to the Licensed Agilent ICBD Technology, to extract data from the databases included in the Licensed Agilent ICBD Technology and to re-utilize such data to design, develop, manufacture and have manufactured HP ICBD Products and to Sell such HP ICBD Products that incorporate such data, databases and Improvements thereof prepared by or for HP;

(iii) under its and their Mask Work Rights in and to the Licensed Agilent ICBD Technology, (A) to reproduce and have reproduced mask works and semiconductor topologies included in the Licensed Agilent ICBD Technology and embodied in HP ICBD Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied, and (C) to induce or knowingly to cause another Person to do any of the acts described in Sections 3.1(a)(iii)(A) and (B) above; and

(iv) under its and their trade secrets and other intellectual property rights in and to the Licensed Agilent ICBD Technology (except the intellectual property rights excluded from the definition of ICBD Technology), to use the Licensed Agilent ICBD Technology and Improvements thereof prepared by or for HP to design, develop, manufacture and have manufactured HP ICBD Products and to Sell such HP ICBD Products.

(b) Without limiting the generality of the foregoing licenses granted in Section 3.1(a) above,

(i) with respect to cores or other similar elements included within the Licensed Agilent ICBD Technology, such licenses include the right to synthesize, simulate, design, verify, monitor, analyze, compile, incorporate, embed and integrate the cores or other similar elements and Improvements thereof made by or for HP to design, develop and manufacture HP ICBD Products, and to Sell HP ICBD Products worldwide;

(ii) with respect to software included within the Licensed Agilent ICBD Technology, such licenses include the right to use, modify, and reproduce such software and Improvements thereof made by or for HP to create HP ICBD Products, in source code and object code form, and to Sell such software and Improvements thereof made by or for HP, in source code and object code form, as part of HP ICBD Products; and

(iii) the foregoing licenses include the right to have contract manufacturers and foundries manufacture HP ICBD Products for HP.

(c) HP may grant sublicenses within the scope of the licenses granted under Sections 3.1(a) and (b) above as follows:

(i) HP may grant sublicenses to its Subsidiaries for so long as they remain its Subsidiaries, with no right to grant further sublicenses other than, in the case of a sublicensed Subsidiary, to another Subsidiary of such party and as described in Section 3.1(c) (iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming a Subsidiary;

(ii) HP may grant sublicenses to its Affiliated Companies for so long as HP holds at least thirty percent (30%) ownership interest in the Affiliated Companies, with no right to grant further sublicenses other than, in the case of a sublicensed Affiliated Company, to the Affiliated Company's wholly owned subsidiaries and as described in Section 3.1(c)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming an Affiliated Company;

(iii) HP may grant sublicenses with respect to HP ICBD Products in the form of software, in object code and source code form, to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers; and

(iv) HP may grant sublicenses with respect to the relevant Licensed Agilent ICBD Technology to the Transferee (as defined below), in the event that HP transfers, after the Separation Date, a going business (but not all or substantially all of its business or assets), provided that such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. Dollars ($10,000,000.00), regardless of whether such transfer is part of (A) an asset sale to any Third Party, (B) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, HP ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) the Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority, or (C) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) no single Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such ex-Subsidiary or ex-Affiliated Company; provided that:

(1) the Transferee shall have no right to grant further sublicenses except as described in Section 3.1(c)(iii) above and except that the Transferee shall have the right to grant sublicenses to any Person at least eighty percent (80%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, directly or indirectly, owned by the Transferee, only for so long as such ownership exists;

(2) such sublicenses shall not come into effect unless and until such Transferee agrees in writing for the benefit of Agilent to be bound by the terms of this Agreement, including but not limited to the use restrictions in Article IV and the confidentiality obligations under Article V;

(3) this Section 3.1(c)(iv) shall be excluded from such sublicense in any event; and

(4) HP shall give Agilent prompt written notice of any such sublicense and a copy of the portions of the relevant agreement between HP and such Transferee containing the sublicense terms.

(5) HP may exercise its rights under this Section 3.1(c)(iv) no more than eight (8) times unless otherwise agreed to in writing by Agilent. Notwithstanding the foregoing limitation, however, in any sublicense granted by HP to a Transferee under this Section 3.1(c)(iv), HP may elect to relinquish its license under this Agreement in the field of use covered by the sublicense, and such sublicense shall not count toward the limit. In making such election, HP promptly shall notify Agilent. All notices of transfer by HP and all consents by Agilent shall be effective only if provided to or by the Director of Intellectual Property of the applicable party.

(6) As used in this Section 3.1(c)(iv), "Transferee" in the case of Sections 3.1(c)(iv)(A) and (B) means the Third Party acquiring the going business or eighty percent (80%) of the Subsidiary or Affiliated Company and in the case of Section 3.1(c)(iv)(C) means the ex-Subsidiary or ex- Affiliated Company only.

(d) The licenses granted above to the Licensed Agilent ICBD Technology shall continue in perpetuity (or, in the case of Copyrights, Database Rights and Mask Work Rights, until the expiration of the term thereof).

3.2 LICENSE TO AGILENT UNDER THE HP OWNED ICBD TECHNOLOGY WITH RESPECT TO HP ICBD PRODUCTS.

(a) HP grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to Agilent the following personal, irrevocable, nonexclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 9.9 below) licenses:

(i) under its and their Copyrights in and to the HP Owned ICBD Technology, (A) to reproduce and have reproduced the works of authorship included in the HP Owned ICBD Technology and Improvements prepared for HP, in whole or in part, as part of HP ICBD Products, (B) to prepare Improvements or have Improvements prepared for HP based upon the works of authorship included in the HP Owned ICBD Technology in order to create HP ICBD Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in the HP Owned ICBD Technology and Improvements thereof prepared for HP to HP and

such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time, by sale or other transfer of ownership or by rental, lease or lending, as part of HP ICBD Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the HP Owned ICBD Technology and Improvements thereof prepared for HP, as part of HP ICBD Products;

(ii) under its and their Database Rights in and to the HP Owned ICBD Technology, to extract data from the databases included in the HP Owned ICBD Technology and to re-utilize such data to design, develop, and manufacture HP ICBD Products for HP and to Sell such HP ICBD Products that incorporate such data, databases and Improvements thereof prepared for HP to HP and such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time;

(iii) under its and their Mask Work Rights in and to the HP Owned ICBD Technology, (A) to reproduce and have reproduced mask works and semiconductor topologies included in the HP Owned ICBD Technology and embodied in HP ICBD Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied to HP and such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time, and (C) to induce or knowingly to cause another Person to do any of the acts described in Sections 3.2(a)(iii)(A) and (B) above solely on behalf of HP; and

(iv) under its and their trade secrets and other intellectual property rights in and to the HP Owned ICBD Technology (except the intellectual property rights excluded from the definition of ICBD Technology), to use the HP Owned ICBD Technology and Improvements thereof prepared for HP to design, develop and manufacture HP ICBD Products and to Sell such HP ICBD Products to HP and such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time.

(b) Without limiting the generality of the foregoing licenses granted in Section 3.2(a) above,

(i) with respect to cores or other similar elements included within the HP Owned ICBD Technology, such licenses include the right to synthesize, simulate, design, verify, monitor, analyze, compile, incorporate, embed and integrate the cores or other similar elements and Improvements thereof made for HP to design, develop and manufacture HP ICBD Products, and to Sell HP ICBD Products to HP and such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time;

(ii) with respect to software included within the HP Owned ICBD Technology, such licenses include the right to use, modify, and reproduce such software and Improvements thereof made for HP to create HP ICBD Products, in source code and object code form, and to Sell such software and Improvements thereof made for HP, in source code and object

code form, as part of HP ICBD Products to HP and such Subsidiaries and Affiliated Companies of HP and Third Parties as HP may designate in writing to Agilent from time to time; and

(iii) the foregoing licenses include the right to have contract manufacturers and foundries including, but not limited to, Chartered Silicon Partners, Ltd. and Chartered Silicon Manufacturing, manufacture HP ICBD Products for HP.

(c) Agilent may grant sublicenses (with no further right to sublicense) to its Subsidiaries and Affiliated Companies within the scope of the license granted under Section 3.2(a) above for so long as, in the case of Subsidiaries, they remain its Subsidiaries, or, in the case of Affiliated Companies, Agilent holds at least thirty percent (30%) ownership interest in such Affiliated Companies. Any such sublicense may be made effective retroactively, but not prior to the sublicensee's becoming a Subsidiary or Affiliated Company.

(d) The licenses granted in this Section 3.2 to the HP Owned ICBD Technology shall continue only for so long as Agilent is making HP ICBD Products for Sale to HP, its Subsidiaries, Affiliated Companies or Third Parties designated by HP in writing.

(e) This Section 3.2 does not limit the licenses granted in Section 3.3 below with respect to Licensed HP ICBD Technology.

3.3 LICENSE TO AGILENT UNDER THE LICENSED HP ICBD TECHNOLOGY.

(a) Subject to Article IV, HP grants (and agrees to cause its appropriate Subsidiaries or Affiliated Companies to grant) to Agilent the following personal, irrevocable, nonexclusive, worldwide, fully paid, royalty- free and non-transferable (except as specified in Section 9.9 below) licenses:

(i) under its and their Copyrights in and to the Licensed HP ICBD Technology, (A) to reproduce and have reproduced the works of authorship included in the Licensed HP ICBD Technology and Improvements thereof prepared by or for Agilent, in whole or in part, as part of Agilent ICBD Products, (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in the Licensed HP ICBD Technology in order to create Agilent ICBD Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in the Licensed HP ICBD Technology and Improvements thereof prepared by or for Agilent to the public by sale or other transfer of ownership or by rental, lease or lending, as part of Agilent ICBD Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the Licensed HP ICBD Technology and Improvements thereof prepared by or for Agilent, as part of Agilent ICBD Products;

(ii) under its and their Database Rights in and to the Licensed HP ICBD Technology, to extract data from the databases included in the Licensed HP ICBD Technology and to re-utilize such data to design, develop, manufacture and have manufactured Agilent ICBD

Products and to Sell such Agilent ICBD Products that incorporate such data, databases and Improvements thereof prepared by or for Agilent;

(iii) under its and their Mask Work Rights in and to the Licensed HP ICBD Technology, (A) to reproduce and have reproduced mask works and semiconductor topologies included in the Licensed HP ICBD Technology and embodied in Agilent ICBD Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied, and (C) to induce or knowingly to cause another Person to do any of the acts described in Sections 3.3(a)(iii)(A) and (B) above; and

(iv) under its and their trade secrets and other intellectual property rights in and to the Licensed HP ICBD Technology (except the intellectual property rights excluded from the definition of ICBD Technology), to use the Licensed HP ICBD Technology and Improvements thereof prepared by or for Agilent to design, develop, manufacture and have manufactured Agilent ICBD Products and to Sell such Agilent ICBD Products.

(b) Without limiting the generality of the foregoing licenses granted in Section 3.3(a) above,

(i) with respect to cores or other similar elements included within the Licensed HP ICBD Technology, such licenses include the right to synthesize, simulate, design, verify, monitor, analyze, compile, incorporate, embed and integrate the cores or other similar elements and Improvements thereof made by or for Agilent to design, develop and manufacture Agilent ICBD Products, and to Sell Agilent ICBD Products worldwide;

(ii) with respect to software included within the Licensed HP ICBD Technology, such licenses include the right to use, modify, and reproduce such software and Improvements thereof made by or for Agilent to create Agilent ICBD Products, in source code and object code form, and to Sell such software and Improvements thereof made by or for Agilent, in source code and object code form, as part of Agilent ICBD Products; and

(iii) the foregoing licenses include the right to have contract manufacturers and foundries manufacture Agilent ICBD Products for Agilent.

(c) Agilent may grant sublicenses within the scope of the licenses granted under Sections 3.3(a) and (b) above as follows:

(i) Agilent may grant sublicenses to its Subsidiaries for so long as they remain its Subsidiaries, with no right to grant further sublicenses other than, in the case of a sublicensed Subsidiary, to another Subsidiary of such party, and as described in Section 3.3(c)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming a Subsidiary;

(ii) Agilent may grant sublicenses to its Affiliated Companies for so long as Agilent holds at least thirty percent (30%) ownership interest in the Affiliated Companies, with no right to grant further sublicenses other than, in the case of a sublicensed Affiliated Company, to the

Affiliated Company's wholly owned subsidiaries and as described in Section 3.3(c)(iii) below; provided that any such sublicense may be made effective retroactively but not prior to the sublicensee's becoming an Affiliated Company;

(iii) Agilent may grant sublicenses with respect to Agilent ICBD Products in the form of software, in object code and source code form, to its distributors, resellers, OEM customers, VAR customers, VAD customers, systems integrators and other channels of distribution and to its end user customers; and

(iv) Agilent may grant sublicenses with respect to the relevant Licensed HP ICBD Technology to the Transferee (as defined below), in the event that Agilent transfers, after the Separation Date, a going business (but not all or substantially all of its business or assets), provided that such transfer includes at least one marketable product and tangible assets having a net value of at least ten million U.S. Dollars ($10,000,000.00), regardless of whether such transfer is part of (A) an asset sale to any Third Party, (B) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) the Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority, or (C) a sale of shares or securities in a Subsidiary or Affiliated Company to a Third Party such that (x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at least thirty percent (30%) of the outstanding shares or securities in such Affiliated Company and (y) no single Third Party owns at least eighty percent (80%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such ex-Subsidiary or ex-Affiliated Company; provided that:

(1) the Transferee shall have no right to grant further sublicenses except as described in Section 3.3(c)(iii) above and except that the Transferee shall have the right to grant sublicenses to any Person at least eighty percent (80%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, directly or indirectly, owned by the Transferee, only for so long as such ownership exists;

(2) such sublicenses shall not come into effect unless and until such Transferee agrees in writing for the benefit of HP to be bound by the terms of this Agreement, including but not limited to the use restrictions in Article IV and the confidentiality and obligations under Article V;

(3) this Section 3.3(c)(iv) shall be excluded from such sublicense in any event; and

(4) Agilent shall give HP prompt written notice of any such sublicense and a copy of the portions of the relevant agreement between Agilent and such Transferee containing the sublicense terms.

(5) Agilent may exercise its rights under this Section 3.3(c)(iv) no more than eight (8) times unless otherwise agreed to in writing by HP. Notwithstanding the foregoing limitation, however, in any sublicense granted by Agilent to a Transferee under this Section 3.3(c)(iv), Agilent may elect to relinquish its license under this Agreement in the field of use covered by the sublicense, and such sublicense shall not count toward the limit. In making such election, Agilent promptly shall notify HP. All notices of transfer by Agilent and all consents by HP shall be effective only if provided to or by the Director of Intellectual Property of the applicable party.

(6) As used in this Section 3.3(c)(iv), "Transferee" in the case of Sections 3.3(c)(iv)(A) and (B) means the Third Party acquiring the going business or eighty percent (80%) of the Subsidiary or Affiliated Company and in the case of Section 3.3(c)(iv)(C) means the ex-Subsidiary or ex-Affiliated Company only.

(d) The licenses granted above to the Licensed HP ICBD Technology shall continue in perpetuity (or, in the case of Copyrights, Database Rights and Mask Work Rights, until the expiration of the term thereof).

3.4 HAVE MADE RIGHTS. Each party understands and acknowledges that the "have made" rights granted to it in Section 3.1 or 3.3, as applicable, and the sublicenses of such "have made" rights granted pursuant to Sections 3.1(c)(i) and (ii) and 3.3(c)(i) and (ii), as applicable, are intended to cover only the products of such party, its Subsidiaries and Affiliated Companies (including private label or OEM versions of such products), and are not intended to cover foundry or contract manufacturing activities that such party may undertake through Third Parties for Third Parties.

3.5 RIGHTS TO JOINT ICBD TECHNOLOGY.

(a) Each party has the right to (i) use and exploit the Joint ICBD Technology, (ii) license the Joint ICBD Technology to Third Parties and (iii) transfer its ownership interest in any or all Joint ICBD Technology to any Third Party, in each case (x) without restriction, (y) without the consent of the other party and (z) without the obligation to account to the other party for profits derived therefrom.

(b) Should either party (the "Registering Party") desire at any time to register Copyrights, Database Rights or Mask Work Rights in and to the Joint ICBD Technology in any jurisdiction, such party shall notify the other party (the "Non-Registering Party") in writing of its intent and the reasons therefor. The Non-Registering Party promptly shall communicate in writing any objections it may have. In the absence of any written objections within thirty (30) days after the date of its notice, the Registering Party shall be free to proceed with the desired registration in the name of both HP and Agilent. In the event of any such objections by the Non-Registering Party, the parties shall discuss and negotiate reasonably and in good faith to resolve the objections based on each party's business objectives with respect to the relevant item of Joint ICBD Technology. The parties shall share equally any actual and reasonable out-of- pocket expenses (expressly excluding the value of the time of either party's employees) incurred in connection with any such registration. The

Registering Party promptly shall provide the Non-Registering Party with copies of each application and issued registration under this Section 3.5(b).

(c) Should either party become aware of any actual infringement or misappropriation of Joint ICBD Technology, such party shall promptly communicate the details to the other party and the parties will meet and confer regarding any enforcement action with respect to such Joint ICBD Technology. If the parties decide jointly to bring an action for infringement or misappropriation of such Joint ICBD Technology, the parties shall equally share all actual and reasonable expenses associated therewith (except for the value of the time of each party's employees in connection with the action; each party shall alone bear its employee expenses) and any resulting damages or compensation, including any amounts paid in settlement. If the parties decide not to jointly bring such an action, either party or any of its Subsidiaries may, at its own expense (including, as the parties shall agree on a case by case basis, compensation, if any, of the other party for the value of time of the other party's employees as reasonably required in connection with the action), enforce any Joint ICBD Technology against any Third Party infringer or misappropriating Person without the consent of the other party, subject to the following: (i) neither party shall have any obligation to be joined as a party plaintiff in such action without its prior written consent, which may be granted or withheld in its sole discretion, regardless of whether such joinder is required in order to confer jurisdiction in the jurisdiction in which the action is to be brought, (ii) if either party brings any such action on its own, including cases in which the other party consents to be named as party plaintiff, the party bringing the action agrees to defend, indemnify and hold harmless the other party for all losses, costs, liabilities and expenses arising out of or related to the bringing of such action, and (iii) the party bringing such action may not take any action, or make any admissions, that may affect the validity of any registration for Copyrights, Database Rights or Mask Work Rights covering Joint ICBD Technology without the prior written consent of the other party. If the enforcing party or its Subsidiaries recovers any damages or compensation for any action the enforcing party or the Subsidiaries of the enforcing party takes hereunder, including any settlement, the enforcing party or the Subsidiaries of the enforcing party shall retain one hundred percent (100%) of such damages. If the parties cooperate in any such enforcement action, then any recovery of damages or compensation shall be allocated pursuant to mutual agreement.

3.6 IMPROVEMENTS.

(a) As between the parties, after the Separation Date, Agilent hereby retains all right, title and interest, including all intellectual property rights, in and to any Improvements to Licensed HP ICBD Technology or HP Owned ICBD Technology made by or for Agilent in the exercise of the licenses granted to it hereunder, subject only to the ownership of HP in the underlying Licensed HP ICBD Technology and HP Owned ICBD Technology, and HP hereby retains all right, title and interest, including all intellectual property rights, in and to any Improvements to Licensed Agilent ICBD Technology made by or for HP in the exercise of the licenses granted to it hereunder, subject only to the ownership of Agilent in the underlying Licensed Agilent ICBD Technology. Unless otherwise agreed by the parties in writing, Agilent has no obligation to disclose or license to HP any Improvements to the Agilent Owned ICBD Technology, Licensed Agilent ICBD Technology, HP Owned ICBD Technology, Licensed HP ICBD Technology or Joint ICBD Technology made by or for Agilent and HP has no obligation to disclose or license to

Agilent any Improvements to HP Owned ICBD Technology, Licensed HP ICBD Technology, Licensed Agilent ICBD Technology or Joint ICBD Technology made by or for HP; provided, however, that each party agrees promptly to respond to requests from the other party regarding any such Improvements that may have been made by or for it in a defined technical area, and to negotiate in good faith disclosing and licensing such Improvements to the other party.

(b) Notwithstanding the foregoing provisions of Section 3.6 (a), the parties agree that this Agreement does not supersede any existing arrangements that may have been made before the Separation Date regarding the allocation of ownership to any Improvements as between HP and Agilent.

3.7 SUBSIDIARIES AND AFFILIATED COMPANIES. A sublicense to a particular Subsidiary or Affiliated Company of a party hereto granted pursuant to Sections 3.1(c)(i) or (ii) or 3.3(c)(i) or (ii) shall terminate upon the date that, in the case of a Subsidiary of a party, such Subsidiary ceases to be a Subsidiary of such party, or, in the case of an Affiliated Company of a party, such party ceases to hold at least a thirty percent (30%) ownership interest in such Affiliated Company; provided, however, that such cessation shall not affect such party's rights to grant further sublicenses to such terminated Subsidiary or Affiliated Company as set forth in Sections 3.1(c)(iv) or 3.3(c)(iv) above. In the event that, at the time of such cessation, such Subsidiary or Affiliated Company owns any ICBD Technology to which the other party is licensed, such license shall continue for the term thereof.

3.8 NO PATENT LICENSES. Nothing contained in this Agreement shall be construed as conferring to either party by implication, estoppel or otherwise any license or right under any Patent, or applications therefor, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued Patent. The applicable licenses granted between HP and Agilent with respect to Patents are set forth in a separate Master Patent Ownership and License Agreement.

3.9 THIRD PARTY TECHNOLOGY. The assignment of any applicable license agreements with respect to Third Party ICBD Technology are set forth in a separate General Assignment and Assumption Agreement between the parties.

ARTICLE IV
USE RESTRICTIONS

Agilent agrees that, other than HP ICBD Products for Sale to HP (or its Subsidiaries or Affiliated Companies or Third Parties designated in writing by HP), Agilent and its sublicensees will not use the Agilent Owned ICBD Technology or Licensed HP ICBD Technology to design, develop, make, have made, import, offer for Sale or Sell products in the fields of use set forth in Exhibit B. The foregoing limitations shall terminate three (3) or ten (10) years after the Separation Date, as indicated in the ICBD Technology Field Definition Database. The foregoing restrictions in this Article IV shall not restrict Agilent or its Subsidiaries or Affiliated Companies from continuing to design, develop, make, have made, import, offer for Sale or Sell Agilent ICBD Products that are being shipped by Agilent or its Subsidiaries or Affiliated Companies as of the Separation Date in

volumes comparable to (or less than) the volumes in which they are shipped as of the Separation Date.

ARTICLE V
CONFIDENTIALITY

The terms of the Master Confidential Disclosure Agreement between the parties shall apply to any Confidential Information (as defined therein) which is the subject matter of this Agreement.

ARTICLE VI
TERMINATION

6.1 VOLUNTARY TERMINATION. By written notice to the other party, each party may voluntarily terminate all or a specified portion of the licenses and rights granted to it hereunder by such other party. Such notice shall specify the effective date of such termination and shall clearly specify any affected ICBD Technology, product or service.

6.2 SURVIVAL. Any voluntary termination of licenses and rights of a party under Section 6.1 shall not affect such party's licenses and rights with respect to any licensed product made or service furnished prior to such termination, and shall not affect the licenses and rights granted to the other party hereunder.

6.3 NO OTHER TERMINATION. Each party acknowledges and agrees that its remedy for breach by the other party of the licenses granted to it hereunder or of any other provision hereof shall be, subject to the requirements of Article VII, to bring a claim to recover damages subject to the limits set forth in this Agreement and to seek any other appropriate equitable relief, other than termination of the licenses granted by it in this Agreement.

ARTICLE VII
DISPUTE RESOLUTION

7.1 NEGOTIATION. The parties shall make a good faith attempt to resolve any dispute or claim arising out of or related to this Agreement through negotiation. Within thirty (30) days after notice of a dispute or claim is given by either party to the other party, the parties' first tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet and make a good faith attempt to resolve such dispute or claim and shall continue to negotiate in good faith in an effort to resolve the dispute or claim or renegotiate the applicable section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within thirty (30) days of their first meeting, then the parties' second tier negotiating teams (as determined by each party's Director of Intellectual Property or his or her delegate) shall meet within thirty (30) days after the end of the first thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 7.1, all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such

negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

7.2 NONBINDING MEDIATION. In the event that any dispute or claim arising out of or related to this Agreement is not settled by the parties within fifteen
(15) days after the first meeting of the second tier negotiating teams under
Section 7.1, the parties will attempt in good faith to resolve such dispute or claim by nonbinding mediation in accordance with the American Arbitration Association Commercial Mediation Rules. The mediation shall be held within thirty (30) days of the end of such fifteen (15) day negotiation period of the second tier negotiating teams. Except as provided below in Section 7.3, no litigation for the resolution of such dispute may be commenced until the parties try in good faith to settle the dispute by such mediation in accordance with such rules and either party has concluded in good faith that amicable resolution through continued mediation of the matter does not appear likely. The costs of mediation shall be shared equally by the parties to the mediation. Any settlement reached by mediation shall be recorded in writing, signed by the parties, and shall be binding on them.

7.3 PROCEEDINGS. Nothing herein, however, shall prohibit either party from initiating litigation or other judicial or administrative proceedings if such party would be substantially harmed by a failure to act during the time that such good faith efforts are being made to resolve the dispute or claim through negotiation or mediation. In the event that litigation is commenced under this Section 7.3, the parties agree to continue to attempt to resolve any dispute or claim according to the terms of Sections 7.1 and 7.2 during the course of such litigation proceedings under this Section 7.3.

ARTICLE VIII
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO EITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF SECTIONS 3.1(a), 3.2(a), 3.3(a) OR ARTICLE IV AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL ICBD TECHNOLOGY AND ANY OTHER INFORMATION OR MATERIALS LICENSED OR PROVIDED HEREUNDER IS LICENSED OR PROVIDED ON AN "AS IS" BASIS, AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, neither party nor any of its Subsidiaries or Affiliated Companies makes any warranty or representation that any manufacture, use, importation, offer for sale or sale of any product or service will be free from infringement of any Patent or other intellectual property right of any Third Party.

9.2 NO IMPLIED LICENSES. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the rights expressly granted in this Agreement with respect to the Licensed Agilent ICBD Technology, the Licensed HP ICBD Technology and the HP Owned ICBD Technology. Neither party is required hereunder to furnish or disclose to the other any technical or other information (including copies of the Licensed Agilent ICBD Technology and the Licensed HP ICBD Technology), except as specifically provided herein.

9.3 INFRINGEMENT SUITS. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for infringement of any Copyrights, Database Rights or Mask Work Rights or misappropriation of any trade secret rights in or to any ICBD Technology licensed to the other party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such rights or which claims that any ICBD Technology assigned or licensed to the other party hereunder infringes any Patent, Copyright, Database Right, Mask Work Right or other intellectual property right of any Third Party or constitutes a misappropriated trade secret of any Third Party. HP shall not have any right to institute any action or suit against Third Parties for infringement of any of the Copyrights, Database Rights or Mask Work Rights in or to the Licensed Agilent ICBD Technology and Agilent shall not have any right to institute any action or suit against Third Parties for infringement of any of the Copyrights, Database Rights or Mask Work Rights in or to the Licensed HP ICBD Technology.

9.4 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing: (i) neither the execution of this Agreement nor anything in it or in the HP Owned ICBD Technology shall be construed as an obligation upon Agilent to make or Sell HP ICBD Products; any such obligation shall be set forth in a separate written agreement between the

parties and (ii) neither party or any of its Subsidiaries or Affiliated Companies is obligated to provide any technical assistance.

9.5 ENTIRE AGREEMENT. This Agreement, the Master Separation Agreement and the other Ancillary Agreements (as defined in the Master Separation Agreement) constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. This Agreement shall prevail in the event of any conflicting terms or legends which may appear on any portion of the Agilent Owned ICBD Technology, Licensed Agilent ICBD Technology, HP Owned ICBD Technology or Licensed HP ICBD Technology. To the extent there is a conflict between this Agreement and the Master Assignment and Assumption Agreement between the parties, the terms of this Agreement shall govern.

9.6 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as to all matters regardless of the laws that might otherwise govern under principles of conflicts of laws applicable thereto.

9.7 DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

9.8 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by telecopy with answer back, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail with receipt confirmed by return e-mail to the respective parties as follows:

if to HP:

c/o Hewlett Packard Company 3000 Hanover Street Palo Alto, CA 94304 Attention: Associate General Counsel and Director of Intellectual Property Telecopy: (650) 852-8194

if to Agilent:

c/o Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304
Attention: Assistant General Counsel and
Director of Intellectual Property
Telecopy: (650) 813-3095

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by e-mail, telecopy or by air courier shall be deemed effective on the first Business Day following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail shall be deemed effective on the third Business Day following the day on which such notice or communication was mailed. As used in this Section 9.8, "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

9.9 NONASSIGNABILITY. Neither party may, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without the other party's prior written consent, and any attempted assignment, transfer or delegation without such prior written consent shall be voidable at the sole option of such other party. Notwithstanding the foregoing, each party (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to a Person that succeeds to all or substantially all of the business or assets of such party. Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

9.10 SEVERABILITY. If any term or other provision of this Agreement is determined by a nonappealable decision of a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9.12 AMENDMENT. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

9.13 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered to be one and the same instrument.

WHEREFORE, the parties have signed this ICBD Technology Ownership and License Agreement effective as of the date first set forth above.

HEWLETT-PACKARD COMPANY             AGILENT TECHNOLOGIES, INC.

By:________________________         By:_____________________________

Name:______________________         Name:___________________________

Title:_____________________         Title:__________________________

EXHIBIT A
TO ICBD TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

AFFILIATED COMPANIES

ImagineCard

Idea LLC

Intria-HP

Intria-HP Potomac

Ericsson-HP Telecom (Sweden)

Ericsson-HP Telecom (France)

Hua-Pua

Putial Ome

PT Berka Services

Liquidity Management Group

Hugin Expert

Syc

Sopura Systems

Chartered Semiconductor Partners Singapore

LumiLEDS

EXHIBIT B
TO ICBD TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT

FIELD RESTRICTIONS

1. Printing Devices, Printer Supplies, Components and Accessories, and Document Scanners (as such terms are defined in the ICBD Technology Field Definition Database).

2. Computing Devices (as such term is defined in the ICBD Technology Field

EXHIBIT 2.7

EMPLOYEE MATTERS AGREEMENT

BETWEEN

HEWLETT-PACKARD COMPANY

AND

AGILENT TECHNOLOGIES, INC.

DATED AS OF

_______________, 1999

TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----
ARTICLE I DEFINITIONS.....................................................  1
    1.1   Affiliate.......................................................  1
    1.2   Agilent.........................................................  1
    1.3   Agilent Business................................................  2
    1.4   Agilent Employee................................................  2
    1.5   Agilent Group...................................................  2
    1.6   Agilent Master Trust............................................  2
    1.7   Agilent Stock Value.............................................  2
    1.8   Agilent Terminated Employee.....................................  2
    1.9   Agilent Transferred Employee....................................  3
    1.10  Agilent WCP Claims..............................................  3
    1.11  Agreement.......................................................  3
    1.12  Ancillary Agreements............................................  3
    1.13  ASO Contracts...................................................  3
    1.14  Benefits Committee..............................................  3
    1.15  Cash Profit Sharing Program.....................................  3
    1.16  COBRA...........................................................  4
    1.17  Code............................................................  4
    1.18  DCR Plan........................................................  4
    1.19  Distribution....................................................  4
    1.20  Distribution Date...............................................  4
    1.21  DOL.............................................................  4
    1.22  DPSP............................................................  4
    1.23  DPSP Transfer Date..............................................  4
    1.24  ERISA...........................................................  4
    1.25  Excess Benefit Plan.............................................  4
    1.26  Excluded Options................................................  4
    1.27  Executive Deferred Compensation Plan............................  4
    1.28  Flexible Benefits Plan..........................................  5
    1.29  FMLA............................................................  5
    1.30  Food Subsidy Programs...........................................  5
    1.31  Foreign Plan....................................................  5
    1.32  Fringe Benefits.................................................  5
    1.33  FTO.............................................................  5
    1.34  General Assignment and Assumption Agreement.....................  5
    1.35  Group Insurance Policies........................................  5

TABLE OF CONTENTS
(Continued)

                                                                     Page
                                                                     ----
1.36  Group Trust.....................................................  5
1.37  GUL.............................................................  5
1.38  HCFA............................................................  5
1.39  HCR Plan........................................................  6
1.40  Health and Welfare Plans........................................  6
1.41  Health Plans....................................................  6
1.42  HMO.............................................................  6
1.43  HMO Agreements..................................................  6
1.44  HP..............................................................  6
1.45  HP Employee.....................................................  6
1.46  HP Group........................................................  6
1.47  HP GUL Transfer Date............................................  6
1.48  HP L-T Care Plan Transfer Date..................................  7
1.49  HP Master Trust.................................................  7
1.50  HP Stock Value..................................................  7
1.51  HP Terminated Employee..........................................  7
1.52  HP WCP..........................................................  7
1.53  Income Protection Plan..........................................  7
1.54  IPO.............................................................  7
1.55  IPO Closing Date................................................  7
1.56  IPO Registration Statement......................................  7
1.57  IRG.............................................................  7
1.58  IRS.............................................................  7
1.59  L-T Care Plan...................................................  8
1.60  Leave of Absence Programs.......................................  8
1.61  Legally Permissible.............................................  8
1.62  Liabilities.....................................................  8
1.63  Local Agreement.................................................  8
1.64  Material Feature................................................  8
1.65  Non-Qualified Plans.............................................  8
1.66  Non-U.S. Plan...................................................  8
1.67  Option..........................................................  9
1.68  Outsource.......................................................  9
1.69  Participating Company...........................................  9
1.70  Payroll Date....................................................  9
1.71  PBGC............................................................  9
1.72  Person..........................................................  9

TABLE OF CONTENTS
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                                                                         Page
                                                                         ----
    1.73  Plan............................................................  9
    1.74  Post-Employment Programs........................................  9
    1.75  Premium Plan....................................................  9
    1.76  QDRO............................................................ 10
    1.77  QMCSO........................................................... 10
    1.78  Rabbi Trust..................................................... 10
    1.79  Ratio........................................................... 10
    1.80  Record Date..................................................... 10
    1.81  Redeployment/Alternate Offer Program............................ 10
    1.82  Restricted Stock................................................ 10
    1.83  Retirement Plans................................................ 10
    1.84  RP.............................................................. 10
    1.85  RP Transfer Date................................................ 11
    1.86  SEC............................................................. 11
    1.87  Separation...................................................... 11
    1.88  Separation Agreement............................................ 11
    1.89  Separation Date................................................. 11
    1.90  Stock Plan...................................................... 11
    1.91  Stock Purchase Plan............................................. 11
    1.92  Subsidiary...................................................... 11
    1.93  Survivor Protection Plan........................................ 11
    1.94  Tax Sharing Agreement........................................... 12
    1.95  TAXCAP.......................................................... 12
    1.96  Transition Period............................................... 12
    1.97  Unemployment Insurance Program.................................. 12
    1.98  Variable Pay Plan............................................... 12
    1.99  VEBA............................................................ 12
    1.100 VEBA Transfer Date.............................................. 12
    1.101 Voluntary Severance Incentive Plan.............................. 12

ARTICLE II GENERAL PRINCIPLES............................................. 13

    2.1   Assumption of Agilent Liabilities............................... 13
    2.2   Establishment of Agilent Plans.................................. 13
    2.3   Agilent's Participation in HP Plans............................. 14
    2.4   Terms of Participation by Agilent Transferred Employees in
          Agilent Plans................................................... 15
    2.5   Allocation of Costs and Expenses................................ 16

TABLE OF CONTENTS
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                                                                         ----
    2.6   Benefits Committee and Dispute Resolution....................... 16
    2.7   Foreign Plans................................................... 16

ARTICLE III DEFINED BENEFIT PLAN.......................................... 17

    3.1   Establishment of Group Trust and Master RP Trust................ 17
    3.2   Assumption of RP Liabilities and Allocation of Interests in the
          Group Trust..................................................... 17
    3.3   No Distributions to Agilent Transferred Employees............... 18

ARTICLE IV DEFINED CONTRIBUTION PLANS..................................... 19

    4.1   TAXCAP.......................................................... 19
    4.2   DPSP............................................................ 20

ARTICLE V NON-QUALIFIED AND OTHER PLANS  21

    5.1   Excess Benefit Plan............................................. 21
    5.2   Executive Deferred Compensation Plan............................ 21
    5.3   Officers Early Retirement Plan.................................. 22
    5.4   IRG............................................................. 22

ARTICLE VI HEALTH AND WELFARE PLANS....................................... 23

    6.1   VEBA Asset Transfers............................................ 23
    6.2   Assumption of Health and Welfare Plan Liabilities............... 24
    6.3   Claims for Health and Welfare Plans............................. 24
    6.4   Post-Distribution Transitional Arrangements..................... 25
    6.5   Vendor Arrangements............................................. 26
    6.6   Group Long-Term Care Plan Asset Transfer........................ 26
    6.7   Group Universal Life:  Group Universal Life Insurance Program
          Cash Value and Reserve Transfers................................ 26
    6.8   IPP/State Voluntary Disability Plans............................ 27
    6.9   Business Travel Accident Insurance.............................. 27
    6.10  Flexible Benefits Plan.......................................... 28
    6.11  Redeployment/Alternate Offer Program............................ 28
    6.12  COBRA........................................................... 28
    6.13  Leave of Absence Programs and FMLA.............................. 28

TABLE OR CONTENTS
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                                                                         ----
    6.14  Post-Employment Programs........................................ 29
    6.15  HP Workers' Compensation Program................................ 29

ARTICLE VII EQUITY AND OTHER COMPENSATION................................. 32

    7.1   HP Variable Pay Plan............................................ 32
    7.2   HP Options and Stock Appreciation Rights........................ 32
    7.3   HP Restricted Stock............................................. 33
    7.4   Stock Purchase Plan............................................. 33
    7.5   Stock Service Award Program..................................... 34
    7.6   Cash Profit Sharing Program..................................... 34

ARTICLE VIII FRINGE AND OTHER BENEFITS.................................... 35

    8.1   Employee Assistance Program..................................... 35
    8.2   Educational Assistance Program.................................. 35
    8.3   Adoption Assistance Program..................................... 35
    8.4   Cafeteria and Related Subsidies................................. 35
    8.5   Credit Union.................................................... 36
    8.6   Employee Product Discounts...................................... 36
    8.7   Employee Scholarship Program.................................... 36
    8.8   Recreational Properties......................................... 36
    8.9   HP-Owned and Operated Aircraft.................................. 36
    8.10  HP-Owned Cars................................................... 36
    8.11  Other Benefits.................................................. 37

ARTICLE IX ADMINISTRATIVE PROVISIONS...................................... 38

    9.1   Additional Service Level Agreements............................. 38
    9.2   Payment of Liabilities, Plan Expenses and Related Matters....... 38
    9.3   Sharing of Participant Information.............................. 38
    9.4   Reporting and Disclosure Communications to Participants......... 39
    9.5   Audits Regarding Vendor Contracts............................... 39
    9.6   Employee Identification Numbers................................. 39
    9.7   Beneficiary Designations........................................ 39
    9.8   Requests for IRS and DOL Opinions............................... 39
    9.9   Fiduciary Matters............................................... 40

TABLE OF CONTENTS
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                                                                         ----
    9.10  Consent of Third Parties........................................ 40
    9.11  World Wide Web.................................................. 40
    9.12  Tax Cooperation................................................. 40

ARTICLE X EMPLOYMENT-RELATED MATTERS...................................... 41

    10.1  Terms of Agilent Employment..................................... 41
    10.2  HR Data Support Systems......................................... 41
    10.3  Non-Solicitation of Employees................................... 41
    10.4  Employment of Employees with U.S. Work Visas.................... 41
    10.5  Confidentiality and Proprietary Information..................... 41
    10.6  FTO............................................................. 42
    10.7  Accrued Payroll, Bonuses, Profit Sharing and Commissions........ 42
    10.8  Payroll and Withholding......................................... 42
    10.9  Personnel and Pay Records....................................... 43
    10.10 Unemployment Insurance Program.................................. 43
    10.11 Non-Termination of Employment; No Third-Party Beneficiaries..... 44
    10.1  Employment Litigation........................................... 44

ARTICLE XI GENERAL PROVISIONS............................................. 45

    11.1  Effect if Payroll, Separation, IPO and/or Distribution Does
          Not Occur....................................................... 45
    11.2  Relationship of Parties......................................... 45
    11.3  Affiliates...................................................... 45
    11.4  Incorporation of Separation Agreement Provisions................ 45
    11.5  Governing Law................................................... 45
    11.6  Severability.................................................... 45
    11.7  Amendment....................................................... 46
    11.8  Termination..................................................... 46
    11.9  Conflict........................................................ 46
    11.10 Counterparts.................................................... 46

TABLE OF CONTENTS
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SCHEDULE 1.40
Health and Welfare Plans.................................................   i

SCHEDULE 6.1(a)(i)
Actuarial Assumptions for HP VEBA Income Protection Plan Liabilities.....  ii

SCHEDULE 6.1(a)(ii)
Actuarial Assumptions for HP VEBA Survivor Protection Plan Liabilities...  iv

SCHEDULE 6.5(a)
Third Party ASO Contracts................................................   v

SCHEDULE 6.5(b)
Group Insurance Policies.................................................  vi

SCHEDULE 6.5(c)
Third Party HMO Contracts................................................ vii

SCHEDULE 6.6(a)
Assumptions for HP Long-Term Care Plan Liabilities.......................viii

SCHEDULE 6.15(d)
WCP Claims Accrued Liabilities Allocation................................  ix

SCHEDULE 7.2(c)
Options Held by Certain Non-U.S. Agilent Transferred Employees...........   x

SCHEDULE 8.11
Fringe Benefits..........................................................  xi

SCHEDULE 10.12(a)
Employment Litigation Transferred Claims................................. xii

SCHEDULE 10.12(b)
Employment Litigation Jointly Defend Claims..............................xiii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this "Agreement") is entered into on _________, 1999, between Hewlett-Packard Company ("HP"), a Delaware corporation, and Agilent Technologies, Inc. ("Agilent"), a Delaware corporation. Capitalized terms used herein (other than the formal names of HP Plans (as defined below) and related trusts of HP) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.

WHEREAS, the Board of Directors of HP has determined that it is in the best interests of HP and its shareholders to separate HP's existing businesses into two (2) independent businesses, HP and the Agilent Business;

WHEREAS, in furtherance of the foregoing, HP and Agilent have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, benefit plans and programs, and certain employment matters;

WHEREAS, the foreign subsidiaries of Agilent and HP, as applicable, have or will enter into separate agreements to specify the terms under which HP and Agilent agree to allocate between them all assets, liabilities and responsibilities relating to, and arising from Foreign Plans and certain employment matters ("Local Agreements"); and

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

Wherever used in this Agreement, the following terms shall have the meanings indicated below, unless a different meaning is plainly required by the context. The singular shall include the plural, unless the context indicates otherwise. Headings of sections are used for convenience of reference only, and in case of conflict, the text of this Agreement, rather than such headings, shall control:

shall be solely responsible to HP for ensuring that each member of the Agilent Group complies with the applicable terms of this Agreement.

Notwithstanding the foregoing, "Agilent Terminated Employee" shall not, unless otherwise expressly provided to the contrary in this Agreement, include: (a) an individual who is an HP Employee at the Distribution Date; or (b) an individual who is otherwise an Agilent Terminated Employee, but who is subsequently employed by the HP Group prior to the Distribution Date.

Agreement to effect the purposes of the Separation Agreement with respect to HP and Agilent's respective operations outside the U.S.

plan to be established by Agilent pursuant to Section 2.2 and Article III that corresponds to the HP RP.

insurance programs, plans and arrangements to be established by Agilent pursuant to Section 2.2 that correspond to the HP Survivor Protection Plan.

ARTICLE II

substantially identical in all Material Features to the comparable HP Plans as in effect on the Payroll Date (IPO in the case of the Stock Purchase Plan).

any vendors, claims administrators, trustees or any other entity or individual with whom HP has entered into an agreement relating to the HP Plans; and (iv) preserving the confidentiality of participant information (including, without limitation, health information in relation to FMLA leaves) to the extent not specified otherwise in this Agreement.

ARTICLE III

(i) As soon as reasonably practicable after the Distribution Date, HP shall engage actuaries and cause to be determined for the HP RP: (A) the total accrued benefit Liabilities as of the Distribution Date (without regard to any benefit Liabilities funded through the Code Section 401(h) account in the HP RP) for all participants in the HP RP, calculated on a projected benefit obligation basis in accordance with Statement of Financial Accounting Standards 87 ("FAS 87"), and (B) the present value of all of the retiree health benefit Liabilities that are funded in part through the Code Section 401(h) account portion of the HP RP as of the Distribution Date, calculated on an accumulated post-retirement benefit obligation basis in accordance with Statement of Financial Accounting Standards 106 ("FAS 106"). The particular actuarial assumptions that will be used to value the benefit Liabilities described in the preceding sentence shall be generally consistent with the actuarial assumptions used by HP in prior valuations for purposes of satisfying, respectively, its FAS 87 and FAS 106 reporting obligations, and shall be agreed to by HP and Agilent prior to the Distribution Date.

(ii) The Agilent RP's share of the HP RP assets (other than those HP RP assets attributable to the Code Section 401(h) account in the HP RP) shall be equal to the percentage that the benefit Liabilities for the Agilent Transferred Employees bears to the total benefit Liabilities determined under Subsection 3.2 (b)(i)(A) above.

(iii) The Agilent RP's share of the HP RP assets in the Code
Section 401(h) account portion of the HP RP shall be equal to the percentage that the retiree health benefit Liabilities for the Agilent Transferred Employees bears to the total retiree health benefit Liabilities determined under Subsection 3.2(b)(i)(B) above.

(iv) As soon as reasonably practicable after the Distribution Date (the "RP Transfer Date"), the proportions calculated in Subsection 3.2(b)(ii) and (b)(iii) above of the respective retirement and 401(h) assets of the HP RP valued as of the RP Transfer Date shall be transferred to the Agilent RP. In this regard, no contributions shall be made by HP or Agilent to either the HP RP or the Agilent RP between the Distribution Date and the RP Transfer Date.

ARTICLE IV

(i) The Agilent DPSP assets shall be equal to the percentage that the value of the accounts of Agilent Transferred Employees in the HP DPSP bears to the total value of all participant accounts in the HP DPSP as of the Distribution Date, adjusted to reflect the amounts of any HP DPSP and Agilent DPSP benefit payments, if any, made to participants between the Distribution Date and the DPSP Transfer Date described in Subsection 4.2(e)(ii) below.

(ii) As soon as reasonably practicable after the Distribution Date
(the "DPSP Transfer Date"), the percentage calculated in Subsection 4.2(e)(i) above of the assets of the HP DPSP valued as of the DPSP Transfer Date shall be transferred to the Agilent DPSP.

ARTICLE V

ARTICLE VI

(i) The Agilent VEBA's share of the HP VEBA assets that are allocated within the HP VEBA to each of the Plans described below shall be determined as follows: (A) for the portions of the HP Health Plans funded through the HP VEBA, assets equal to the percentage that the number of Agilent Employees (solely for this purpose, defined as any individual who is either actively employed by, or on any leave of absence from, the Agilent Group on the Distribution Date) participating in, respectively, the medical (excluding HMO) and the dental portions of the HP Health Plans funded through the HP VEBA bears to the total number of participants in, respectively, the medical (excluding HMO) and the dental portions of the HP Health Plans funded through the HP VEBA as of the Distribution Date; (B) for the HP VEBA Income Protection Plan, assets equal to the percentage that the benefit Liabilities for the Agilent Transferred Employees on long-term disability bears to the total benefit Liabilities of all of the participants on long-term disability in such Plan as of the Distribution Date determined under Subsection 6.1(a) above; (C) for the HP VEBA Survivor Protection Plan, assets equal to the percentage that the benefit Liabilities for the Agilent Transferred Employees in, respectively, the active employee and retiree life insurance portions of the HP VEBA Survivor Protection Plan bears to the total benefit Liabilities of all of the participants in, respectively, the active employee and retire life insurance portions of such Plan as of the Distribution Date determined under Subsection 6.1(a) above; and (D) for the HP VEBA Voluntary Severance Incentive Plan, assets equal to the percentage that the reserves allocated to Agilent Transferred Employees bears to the total reserves as of the Distribution Date determined under Subsection 6.1(a) above.

(ii) As soon as reasonably practicable after the Distribution Date (the "VEBA Transfer Date"), the proportions calculated in Subsection 6.1(b)(i) above of the assets allocated within the HP VEBA to each of the Plans described in Subsection 6.1(b)(i) above valued as of the VEBA Transfer Date shall be transferred to accounts within the Agilent VEBA maintained for the corresponding Agilent Plans.

determinations with respect to such claims, including entering into settlements with respect to such claims.

(i) As of the Distribution Date or such other date as HP and Agilent may mutually agree, Agilent shall cause the Agilent Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Agilent Employees and Agilent Transferred Employees under the HP Health and Welfare Plans and apply such elections under the Agilent Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. The transfer or other movement of employment between HP to Agilent at any time upon or before the Distribution Date shall neither constitute nor be treated as a "status change" or termination of employment under the HP Health and Welfare Plans or the Agilent Health and Welfare Plans.

(ii) On and after the Distribution Date, Agilent shall cause the Agilent Health Plans to recognize and give credit for (A) all amounts applied to deductibles, out-of-pocket maximums, co-payments and other applicable benefit coverage limits with respect to which such expenses have been incurred by Agilent Transferred Employees under the HP Health Plans for the remainder of the calendar year in which the Distribution Date occurs, and (B) all benefits paid to Agilent Transferred Employees under the HP Health Plans for purposes of determining when such persons have reached their lifetime maximum benefits under the Agilent Health Plans.

(i) The Agilent L-T Care Plan's share of the HP L-T Care Plan assets shall be equal to the percentage that the benefit Liabilities for the Agilent Transferred Employees bears to the total benefit Liabilities of all participants in the HP L-T Care Plan determined under Subsection 6.6(a) above.

(ii) As soon as reasonably practicable after the Distribution Date or such other date as HP and Agilent may mutually agree (the "HP L-T Care Plan Transfer Date"), the proportion calculated in Subsection 6.6(b)(i) above of the assets of the HP L-T Care Plan valued as of the HP L-T Care Plan Transfer Date shall be transferred to the Agilent L-T Care Plan.

to an insurance contract for the Agilent GUL that will be established by Agilent as of the Distribution Date or such other date as HP and Agilent may mutually agree.

(i) The Agilent GUL cash values shall be equal to the total of the cash values allocated to the accounts of the Agilent Transferred Employees under the HP GUL as of the HP GUL Transfer Date as defined in Subsection 6.7(c)(iii) below.

(ii) The Agilent GUL's share of the HP GUL premium stabilization reserve shall be equal to the percentage that the benefit Liabilities for the Agilent Transferred Employees bears to the total benefit Liabilities of all of the participants in the HP GUL determined under Subsection 6.7(b) above.

(iii) As soon as reasonably practicable after the Distribution Date or such other date as HP and Agilent may mutually agree (the "HP GUL Transfer Date"), the cash values described in Subsection 6.7(c)(i) above, and the proportion calculated in Subsection 6.7(c)(ii) above of the amount of the HP GUL premium stabilization reserve valued as of the HP GUL Transfer Date, shall be transferred to the Agilent GUL.

Employee under an HP Leave of Absence Program or FMLA before the Payroll Date by HP, including such leaves that are to commence after the Payroll Date; (iii) Agilent shall be solely responsible for administering leaves of absence and complying with FMLA with respect to Agilent Employees and Agilent Transferred Employees; and (iv) Agilent shall recognize all periods of service of Agilent Employees and Agilent Transferred Employees with the HP Group, as applicable, to the extent such service is recognized by the HP Group for the purpose of eligibility for leave entitlement under the HP Leave of Absence Programs and FMLA; provided, however, that no duplication of benefits shall, to the extent permitted by law, be required by the foregoing.

(i) Through the Payroll Date or such other date as HP and Agilent may mutually agree, HP shall continue to be responsible for the administration of all claims that (A) are, or have been, incurred under the HP WCP before the Payroll Date by Agilent Employees ("Agilent WCP Claims"), and (B) have been historically administered by HP or its third party administrator.

(ii) Effective as of the Payroll Date or such other date as HP and Agilent may mutually agree: (A) Agilent shall, to the extent Legally Permissible (as defined in Subsection 6.15(a)(iv) below), be responsible for the administration of all Agilent WCP Claims, and (B) HP shall be responsible for the administration of all Agilent WCP Claims not administered by Agilent pursuant to clause (A), regardless of whether it is under the self-insured or insured portion of the HP WCP. Any determination made, or settlement entered into, by or on behalf of either party or its insurance company with respect to Agilent WCP Claims for which it is administratively responsible shall be final and binding upon the other party. Agilent shall reimburse HP for any and all direct and indirect costs and expenses related thereto.

(iii) Each party shall fully cooperate with the other with respect to the administration and reporting of Agilent WCP Claims, the payment of Agilent WCP Claims

determined to be payable, and the transfer of the administration of any Agilent WCP Claims to the other party as determined under Subsection 6.15(a)(ii) above. Either party shall have the right to "Outsource" (i.e., transfer the administration of claims to a third party administrator or cause claims to be paid through insurance) any and all Agilent WCP Claims for which it is administratively responsible. HP has Outsourced administration of many Agilent WCP claims, as set forth in the relevant portion of Schedule 6.5(a). To the extent not otherwise set forth in Schedule 6.5(a), HP shall promptly notify Agilent of its intent to further Outsource such WCP Claims, and the material terms and conditions of the Outsourcing before the effective date thereof. HP shall use its commercially reasonably best efforts for and on behalf of Agilent to procure Outsourcing arrangements with its third party administrators, vendors, or insurance companies with the Material Features of each of HP's current Outsourcing arrangements. Agilent agrees, as of the Payroll Date, or such other date as Agilent and HP may mutually agree, to Outsource Agilent WCP Claims pursuant to arrangements procured by HP.

(iv) For purposes of this Subsection 6.15(a), "Legally Permissible" shall be determined on a state-by-state basis, and shall mean that administration of Agilent WCP Claims by Agilent both (A) is permissible under the applicable state's workers' compensation laws (taking into account all relevant facts, including that Agilent may have a self-insurance certificate in that state), and (B) would not have a material adverse effect on HP's self- insurance certificate within that state. If it is determined that, in a particular state, it is Legally Permissible for Agilent to administer Agilent WCP Claims, then Agilent shall be responsible for the administration of all Agilent WCP Claims incurred in that state, whether previously administered by or on behalf of HP. If it is determined that, in a particular state, it is not Legally Permissible for Agilent to administer Agilent WCP Claims, then HP shall be responsible for the administration of all Agilent WCP Claims incurred in that state, whether previously administered by or on behalf of HP.

(i) HP shall amend its certificates of self-insurance with respect to workers' compensation and any other applicable policies to include Agilent until the Distribution Date, and Agilent shall fully cooperate with HP in obtaining such amendments. HP shall use its commercially reasonable best efforts to obtain self-insurance status for workers' compensation for Agilent effective as of the Distribution Date in those jurisdictions in which Agilent conducts business, in which HP is self-insured, and where HP and Agilent mutually agree that such status is beneficial to Agilent. Agilent hereby authorizes HP to take all actions necessary and appropriate on its behalf in order to obtain such self-insurance status. All costs incurred by HP in amending such certificates, including without limitation filing fees, adjustments of security and excess loss policies and amendments of safety programs, shall be shared pro rata by HP and Agilent.

(ii) HP shall also arrange a contingent insured or other arrangement for payment of workers' compensation claims, into which Agilent shall enter if and to the extent that HP fails to obtain self-insured status for Agilent as provided in Subsection 6.15(b)(i) above, unless Agilent obtains another such arrangement that is effective as of the Distribution Date, in which event

Agilent shall reimburse HP for any costs and expenses incurred by HP in procuring such contingent arrangement.

(i) Effective as of the Payroll Date, in all states other than those states where Agilent is to be self-insured pursuant to Subsection 6.15(b) above, HP shall use its commercially reasonable best efforts to procure workers' compensation insurance policies on behalf of Agilent from the issuing insurance companies (as set forth in the relevant portion of Schedule 6.5(b)) or different insurance companies which are substantially identical in all Material Features to the policies previously maintained by HP; provided that the retention under such Agilent policies shall be as determined by Agilent.

(ii) HP shall use its commercially reasonable best efforts to maintain the premium rates for all workers' compensation insurance policies for both HP and Agilent in effect for periods through the Distribution Date to be based on the aggregate number of employees covered under the workers' compensation insurance policies of both HP and Agilent. Any premiums due under the separate workers' compensation insurance issued to Agilent shall be payable by Agilent.

ARTICLE VII

HP Group Employee who is participating in the HP Stock Purchase Plan becomes an Agilent Employee before the Distribution Date, such individual's Stock Purchase Plan contributions and participation for the purchase period then in effect shall, directly or indirectly, transfer to the Stock Purchase Plan of whichever of HP or Agilent employs such individual on the last day of the applicable purchase period. HP and Agilent agree to cooperate with the other to coordinate any such transfer of Stock Purchase Plan participation.

ARTICLE VIII

ARTICLE IX

this Agreement in the custody of the other party or its agents, to the extent necessary or appropriate for such administration.

this Agreement for which HP and/or Agilent elects to seek a determination letter or private letter ruling from the IRS or an advisory opinion from the DOL.

ARTICLE X

who, on the Payroll Date, are employed in the U.S. pursuant to a work or training visa which authorizes employment only by the HP Group shall remain employed by the HP Group until the visa is amended or a new visa is granted to authorize employment by the Agilent Group and, at that time, shall become an employee of the Agilent Group with substantially similar rights as all other Agilent Employees. During the period from the Payroll Date until the amended or new visa is issued, such employee shall continue to participate in HP Plans and Agilent shall, as and when invoiced by HP, promptly reimburse HP for its direct and indirect costs and expenses relating to compensation and benefits.

proprietary information of any member of the HP Group, or otherwise relieve any individual of his or her obligations under such non-competition guideline, agreement, or policy.

adjustments, records of time worked, tax records (e.g., Forms W-2, W-4, 940 and 941), and information concerning garnishment of wages or other payments. Agilent agrees to fully reimburse HP for the cost associated with such availability and access.

10.10     Unemployment Insurance Program.
          ------------------------------


          (a)  Coverage Through Distribution Date. Unless otherwise
               ----------------------------------

directed by Agilent, HP shall use its commercially reasonable best efforts to cause Agilent to be covered under the HP Unemployment Insurance Program through the Distribution Date. Agilent shall reimburse HP for its allocable share of fees paid and related costs and expenses by HP to its unemployment insurance vendor(s) for services rendered during such period. Agilent shall cooperate with the unemployment insurance vendor(s) by providing information in its possession that is necessary for administration of the HP Unemployment Insurance Program.

10.12     Employment Litigation.
          ---------------------

          (a)  Claims to be Transferred to Agilent.  On the Separation
               -----------------------------------

Date, the legal responsibility for claims identified in Schedule 10.12(a) shall be transferred in their entirety from HP to Agilent. Thereafter, Agilent shall assume the defense of these claims. Agilent hereby indemnifies, defends and holds harmless HP against these claims. Agilent shall reimburse HP for any reasonable attorneys' fees and other expenses reasonably incurred by HP subsequent to the Separation Date in connection with investigating and/or defending against any such claim, including, without limitation, reimbursement for any services provided by members of the HP legal staff.

ARTICLE XI

an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest possible extent.

IN WITNESS WHEREOF, each of the parties have caused this Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

HEWLETT-PACKARD COMPANY

By:_________________________________________

Name:_______________________________________

Title: President and Chief Executive Officer

AGILENT TECHNOLOGIES, INC.

By:_________________________________________

Name:_______________________________________

Title: President and Chief Executive Officer

SCHEDULE 1.40

HEALTH AND WELFARE PLANS

Business Travel Accident Insurance
Cafeteria Plan
COBRA Program
Community Dental Network ("CDN")
Continued Group Medical Program
Dental Plan II
Dependent Care Reimbursement Plan
Group Universal Life Plan
Health Care Reimbursement Plan
HMOs (as set forth more fully in Schedule 6.5(c)) Income Protection Plan (STD & LTD)
- California Voluntary Plan
- New Jersey Voluntary Plan
- New York Voluntary Plan Leave of Absence Programs
- FMLA Leave
- Medical Leave
- Military Leave
- Personal Leave Long Term Care Plan Medical Plan Option A Medical Plan Option B Redeployment/Alternate Offer Program Regular Dental Plan SeniorMed Program Supplemental Income Protection Plan Survivor Protection Plan
- Accidental Death & Dismemberment ("AD&D")
- HP Life Insurance
- Retiree Life Voluntary Severance Incentive Plan Workers' Compensation Program

SCHEDULE 6.1(a)(i)

ACTUARIAL ASSUMPTIONS FOR HP VEBA

INCOME PROTECTION PLAN LIABILITIES

1. Interest Rate: An interest rate of seven percent (7%) per annum is used for discounting.

2. Termination of Disability Through Death or Recovery: The 1987 Commissioner's Group Disability Tables are used (Transactions, Society of Actuaries, Vol. XXXIX, 1987).

3. Short-Term Disabilities: Statistics compiled by HP are assumed to accurately reflect the Plan's short-term disability experience.

4. Unknown Payment Amounts: It is assumed that the average monthly payment for long-term disability claims with unknown claims will increase linearly over time.

5. Benefit Offsets: All short-term disabilities that are assumed to progress to long-term disability status and all long-term claims with unknown claim amounts are reduced by Social Security implicitly through the linear regress used to determine unknown payment amounts.

6. Short-Term Disabilities Expected to Progress to Long-Term Disability Status: A number of disabilities equal to the number of known disabilities in the twelve (12)-month period ending twelve (12) months prior to the Distribution Date are assumed to progress to long-term status.

7. Administrative Expenses: Assumed at approximately three and one-half percent (3.5%) of benefit costs.

Long-term disability reserves are determined from open long-term disability claims and those short-term disability claims that are assumed to progress to long-term disability status. The actual claim amount is valued, if known. An assigned amount, determined using the assumptions described above, is valued for unknown claim amounts. The full present value of future claim payments is determined based upon the interest rate and termination of disability assumptions.

Short-term disability reserves for known short-term disability claims are valued based upon (1) expected future duration of the disability, (2) the average weekly payment, and (3) the number of such known, open claims.

Short-term disability reserves for unknown short-term disability claims are valued based upon (1) the average duration of the short-term disability claims paid, (2) the average weekly benefit, (3) the

number of claims received in the measurement period, estimated at thirty-eight percent (38%) of open claims, and (4) the number of working days necessary to process a new claim.

SCHEDULE 6.1(a)(ii)

ACTUARIAL ASSUMPTIONS FOR HP VEBA

SURVIVOR PROTECTION PLAN LIABILITIES

1. Interest Rate: An interest rate of seven percent (7%) per annum is used for discounting.

2. Mortality of Disabled Employees: Table V-A, of the Pension Benefit Guaranty Corporation, for Disabled Male Participants Receiving Social Security Disability Benefits.

3. Mortality of Nondisabled Employees: 1983 Group Annuity Mortality Table Graduated, Unloaded Rates.

4. Preretirement Turnover: Rates used in the HP RP valuation. Rates are based upon a combination of age and service. Employees eligible for retirement benefits are assumed to retire in accordance with the retirement probabilities.

5. Retirement: Rates used in the HP RP valuation. Early retirement starts at age fifty five (55) with one hundred percent (100%) probability of retirement assumed at age seventy (70). Employees not eligible for retirement benefits are assumed to turn over in accordance with the preretirement turnover probabilities.

Known claims reserves for continued protection for disabled employees are determined from open disabled life claims. Unknown claims reserves for continued protection for disabled employees are determined from those claims that were opened in 1998 and the first half of 1999. Those claims have been assumed to be equal in number and in average benefit to claims that were open but unknown on the Distribution Date.

The past service liability for retiree death benefit protection is valued using the Projected Unit Credit method. Under the Projected Unit Credit method, the present value of future benefits is equal to the discounted value of the retiree death benefit. That value is prorated over the working lifetime of the employee. The portion of the proration that is attributable to past service is called the Accumulated Benefit Obligation. All of the present value of future benefits is included in the Accumulated Benefit Obligation for retired employees. The present value of vested benefits is equal to the present value of future benefits for those employees who have satisfied the Plan's age and service retirement criteria, zero (0) for other employees.

---------------------------------------------------------------------------------------------------------------
          Plan                                      Vendor                              Services
---------------------------------------------------------------------------------------------------------------
Medical Plan Option A                     HealthCare Compare                    Claims Administration
Medical Plan Option B                         Administrative Services, Inc.
Regular Dental Plan                                     "
Dental Plan II                            Automatic Data Processing, Inc.       Open Enrollment Administration
Continued Group Medical                   dba:
     Program (non-HMO)                         -ADP
SeniorMed Program (non-HMO)                    -Johnson & Higgins
                                               Kirke-Van Orsdel, Inc.
                                               ("J&H/KVI")
                                               -Health Benefits of America
---------------------------------------------------------------------------------------------------------------
Continued Group Medical                  Automatic Data Processing, Inc.             Premium Collection
     Program                             dba:
Senior Med Program                             -ADP                                        and
Leave of Absence Program                       -Johnson & Higgins/Kirke-        Open Enrollment Administration
     (Medical Benefits)                         Van Orsdel, Inc.
COBRA Program                                  ("J&H/KVI")
                                               -Health Benefits of America
---------------------------------------------------------------------------------------------------------------
Medical Plan Option A                    Geo Access, Inc.                       Provides and maintains online
Medical Plan Option B                                                           database of service providers
Regular Dental Plan                                                             available under all indicated
Dental Plan II                                                                  plans.
HMOs
---------------------------------------------------------------------------------------------------------------
Income Protection Plan (STD & LTD)       Voluntary Plan                         Claims Administration
    -California Voluntary Plan           Administrators, Inc. ("VPA")
    -New York Voluntary Plan
    -New Jersey Voluntary Plan
---------------------------------------------------------------------------------------------------------------
Group Universal Life Plan                Kirke Van Orsdel, a division of        Premium Collection and Claims
                                         Seabury & Smith, Inc. (KVI)            Administration
---------------------------------------------------------------------------------------------------------------
Long Term Care Plan                      U.S. Care, Inc.                        Eligibility Determination and
                                                                                Claims Administration
---------------------------------------------------------------------------------------------------------------
Health Care Reimbursement Plan           United HealthCare Insurance            Claims Administration
Dependent Care Reimbursement Plan        Company
---------------------------------------------------------------------------------------------------------------
Workers' Compensation Program            Sedgwick CMS, Inc. (Non-CA)            Claims Administration
                                         Presidium Inc. (CA)
---------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
                  Plan                                            Insurer
-------------------------------------------------------------------------------------------------
     HP Life Insurance                    Connecticut General Life Insurance Company (CIGNA)
       Retiree Life
-------------------------------------------------------------------------------------------------
     Group Universal Life Plan            Connecticut General Life Insurance Company (CIGNA)
-------------------------------------------------------------------------------------------------
     Business Travel Accident Insurance   UNUM Life Insurance Company of America (UNUM)
-------------------------------------------------------------------------------------------------
     Workers' Compensation Program        Old Republic Insurance Company
                                          General Reinsurance Company
                                          The Travelers Insurance Companies
-------------------------------------------------------------------------------------------------

SCHEDULE 6.5(c)

THIRD PARTY HMO CONTRACTS

Aetna U.S. Healthcare
AmeriHealth HMO, Inc.
Av-Med Health Plan
Blue Choice Healthcare Plan
Capital District Physicians Health Plan
Care Choices/Mercy Health Plans
ChoiceCare Health Plans, Inc.
CIGNA HealthCare of Colorado
CIGNA Healthcare/COMED
ConnectiCare, Inc.
FreeState Health Plan, Inc.
Group Health Cooperative of Puget Sound
Group Health Northwest
Harvard Pilgrim Health Care
Health Alliance Plan of Michigan
HealthAmerica PA, Inc.
Health Net
Health Plan of the Redwoods
HealthPlus
Healthsource New Hampshire
HMO Blue New England
HMO Blue of Idaho
HMO Illinois
Humana (Louisville)
Humana Health Plans of Puerto Rico
Humana/Wisconsin Health Organization
Independent Health
Intergroup of Arizona
Intergroup of Utah, Inc.
Kaiser Permanente-California
Kaiser Permanente-Colorado
Kaiser Permanente-Georgia
Kaiser Permanente-Hawaii
Kaiser Permanente-Mid-Atlantic States
Kaiser Permanente-North Carolina
Kaiser Permanente-NW Region
Lifeguard, Inc.
Matthew Thornton Health Plan, Inc.
Medica Choice
Medica Primary
Optimum Choice, Inc.
Oxford Health Plans
PacifiCare of California
PacifiCare of Colorado
PacifiCare of Oregon
PacifiCare of Texas
Preferred Care
Prepaid Health Plan (PHP)
Principal Health Care of Kansas City
Prudential HealthCare
Prudential HealthCare HMO
Prudential HealthCare of Indiana
QualChoice
QualMed
Regence HMO Oregon
Rush Prudential Health Plans
Texas Health Choice
Tufts Health Plan
United Health Care of Alabama
United HealthCare of Georgia
United HealthCare of the Midlands
United HealthCare of the Midwest, Inc.
United HealthCare of Ohio-Columbus
United HealthCare of Ohio-Dayton

SCHEDULE 6.6(a)

ASSUMPTIONS FOR HP LONG-TERM CARE

PLAN LIABILITIES

1. Administrative Expenses - Seven Dollars and Forty Three Cents ($7.43) per member per month. Administrative expenses are assumed to increase for inflation at three percent (3%) per year.

2. Voluntary Termination - three percent (3%) per year

3. Mortality - 1983 Group Annuity Mortality Table

4. Morbidity

Incidence and continuance rates are based on the 1985 Nursing Home Study adjusted based on insurer experience, other studies and the effect of additional benefits. Sample rates of incidence (probability of disability) and severity (present value of incurred claims) are as follows:

            Rate of   Present Value of
Age       Disability   Incurred Claim
---       ----------  ----------------

                            $80           $   120  $   160
                            ---           -------  -------

 35          .000579       25,404          45,755   65,002
 45          .001569       24,645          45,190   66,813
 55          .002109       24,595          45,972   71,094
 65          .006623       25,562          47,959   72,627
 75          .029038       26,576          49,589   71,825
 85          .109395       26,384          47,861   66,779
 95          .189596       24,854          44,236   60,157

5. Discount Rate - six percent (6%)

SCHEDULE 6.15(d)

WCP CLAIMS

ACCRUED LIABILITIES ALLOCATION

HP Risk Management provides direction to liability programs within HP that generate claims. These claims usually extend beyond a year. Federal regulations require HP to estimate the ultimate cost of those claims and to accrue that future cost on the books at a consolidated level.

Basis of Calculation: Actuarial analysis using the past ten (10) years of HP claims history, supplemented by insurance industry data. Accrued amounts represent projected ultimate claims cost, with an approximate eighty percent (80%) confidence level. The worker's compensation accrual amount has been discounted to NPV at sixty-five percent (65%) in accordance with tax and accounting rules.

----------------------------------------------------------------------------------------------------------------
Liability                        Estimated as of October 31, 1999        Proposed HP         Proposed Agilent
----------------------------------------------------------------------------------------------------------------
Workers' Compensation            $50M                                    $28M                $22M
 Liability
----------------------------------------------------------------------------------------------------------------

Historical Basis of Allocation Distribution:

1. Worker's Compensation: Distributed to entity on a performance based model.

a. Seventy-five percent (75%) on a three (3) year claims frequency severity

b. Twenty-five percent (25%) exposure headcount and payroll

2. Proposed Basis of Allocation to HP and Agilent:

Use of existing model with the inclusion of proportionate share of corporate and AGO costs

SCHEDULE 7.2(c)

OPTIONS HELD BY CERTAIN NON-U.S.

AGILENT TRANSFERRED EMPLOYEES

Notwithstanding anything in Section 7.2 to the contrary, unless otherwise mutually agreed by HP and Agilent, United Kingdom ("UK") Agilent Employees holding UK approved HP Options shall not be eligible for assumption by Agilent; such HP Options shall remain exercisable in accordance with the terms of the applicable HP Stock Plan; provided, however, that the exercise price and the number of shares of HP common stock relating to such HP Options shall not be adjusted by HP in connection with the Distribution. UK Agilent Transferred Employees who (i) are actively employed by, or on leave of absence from, the Agilent Group as of the Distribution Date, and (ii) hold such HP Options shall receive additional Agilent Stock Options at the Distribution Date for a number of shares of Agilent common stock and with exercise prices that are reasonably determined by Agilent to provide a value which, when added to the value of such HP Options immediately after the Distribution Date, provides value that is substantially equivalent to the value of such HP Options immediately prior to the Distribution Date.

Notwithstanding anything in Section 7.2 to the contrary, unless otherwise mutually agreed by HP and Agilent, the exercise price and the number of shares of HP common stock relating to Excluded Options held by French Agilent Transferred Employees shall not be adjusted by HP in connection with the Distribution. French Agilent Transferred Employees who are actively employed by, or on leave of absence from, the Agilent Group as of the Distribution Date and who hold such Excluded Options shall receive additional Agilent Stock Options at the Distribution Date for a number of shares of Agilent common stock and with the exercise prices that are reasonably determined by Agilent to provide a value which, when added to the value of such Excluded Options immediately after the Distribution Date, provides value that is substantially equivalent to the value of such Excluded Options immediately prior to the Distribution Date.

SCHEDULE 8.11

FRINGE BENEFITS

Executive Physical Program

Executive Financial Services

Commuter Assistance Program

On-Site workout facilities

LifeWorks

SCHEDULE 10.12(a)

EMPLOYMENT LITIGATION

TRANSFERRED CLAIMS

Borbely, Daniel v. HP (98-0284), Employment Discrimination

Brown, Frances v. HP (92-0062), Employment

Carter, Kimberly v. HP (99-0001), Employment

Cirelli, Linda v HP (99-0056), Employment Discrimination

Garrett, Terry v. HP (95-0028), Employment Discrimination

Maier, Craig v. HP (97-0097), Employment Discrimination

Reed, Robert v. HP (98-0296), Employment

Serino, Kimberly v HP (98-0280), Employment Discrimination

Truong v. HP (98-0023), Employment

SCHEDULE 10.12(b)

EMPLOYMENT LITIGATION

JOINTLY DEFEND CLAIMS

[None]

EXHIBIT 2.8

TAX SHARING AGREEMENT

BY AND AMONG

HEWLETT-PACKARD COMPANY

AND ITS AFFILIATES

AND

AGILENT TECHNOLOGIES, INC.

AND ITS AFFILIATES

Dated _____________, 1999

TABLE OF CONTENTS

                                                                         Page
                                                                         ----
Section 1     Definitions................................................  2
              1.1   In General...........................................  2
                    ----------
                    "Additional Restructuring Tax".......................  2
                    "After Tax Amount" ..................................  2
                    "Agilent Affiliate" .................................  2
                    "Agilent Business" ..................................  3
                    "Agilent Group" .....................................  3
                    "Agilent Group Combined Tax Liability" ..............  3
                    "Agilent Group Federal Income Tax Liability".........  3
                    "Agilent Historic Affiliate" ........................  3
                    "Agilent VP" ........................................  3
                    "Applicable Spinoff" ................................  3
                    "Audit" .............................................  3
                    "Benefitting Party" .................................  3
                    "Carryback Period" ..................................  4
                    "Code" ..............................................  4
                    "Combined Group" ....................................  4
                    "Combined Return"....................................  4
                    "Consolidated Group" ................................  4
                    "Consolidated Return" ...............................  4
                    "Consolidated Return Year" ..........................  4
                    "Contemplated Domestic Restructuring Taxes" .........  4
                    "Contemplated Foreign Restructuring Taxes" ..........  4
                    "Deducting Party"....................................  4
                    "Determination" .....................................  4
                    "Disputed Item" .....................................  5
                    "Disputing Party"....................................  5
                    "Distribution Date" .................................  5
                    "Domestic Restructuring" ............................  5
                    "Domestic Restructuring Tax" ........................  5
                    "Estimated Tax Installment Date" ....................  5
                    "Federal Income Tax" ................................  5
                    "Federal Income Tax Benefit" ........................  5
                    "Federal Tax" .......................................  5

"Filing Party" ......................................  6
"Final Determination" ...............................  6
"Final Notice of Disagreement" ......................  6
"Foreign Restructuring Tax" .........................  6
"Hewlett-Packard Affiliate" .........................  6
"Hewlett-Packard Business"...........................  6
"Hewlett-Packard Group" .............................  7
"Hewlett-Packard VP" ................................  7
"Income Taxes" ......................................  7
"Indemnifying Party" ................................  7
"Indemnitee" ........................................  7
"Initial Notice of Disagreement" ....................  7
"Initial Private Letter Ruling" .....................  7
"Interest Accrual Period"............................  7
"Interim Period".....................................  7
"Japan Restructuring Tax"............................  7
"Non-Disputing Party" ...............................  8
"Non-Federal Combined Tax"...........................  8
"Non-Federal Separate Tax"...........................  8
"Non-Filing Party" ..................................  8
"Payment Period".....................................  8
"Post-Distribution Period"...........................  8
"Pre-Separation Period" .............................  8
"Pre-Spinoff Period" ................................  8
"Privilege" .........................................  8
"Pro Forma Agilent Group Combined Return" ...........  8
"Pro Forma Agilent Group Consolidated Return" .......  8
"Redetermination Amount" ............................  9
"Restriction Period" ................................  9
"Restructuring Tax" .................................  9
"Ruling Documents" ..................................  9
"Separate Return" ...................................  9
"Separation Date"....................................  9
"Service" ...........................................  9
"Spinoff" ...........................................  9
"Supplemental Ruling" ...............................  9
"Supplemental Ruling Documents" .....................  9
"Tax" ............................................... 10
"Tax Arbiter" ....................................... 10
"Tax Asset" ......................................... 10
"Tax Authority" ..................................... 10
"Tax Benefit" ....................................... 10
"Tax Detriment" ..................................... 10

                    "Tax Item" .......................................... 11
                    "Tax Law" ........................................... 11
                    "Tax Return" ........................................ 11
                    "Treasury Regulations" .............................. 11
              1.2   Construction Principles ............................. 11
                    -----------------------

Section 2.    Preparation and Filing of Tax Returns ..................... 11
              2.1   In General .......................................... 11
                    ----------
              2.2   Provision of Tax Return Information.................. 12
                    -----------------------------------
              2.3   Manner of Filing Tax Returns ........................ 13
                    ----------------------------
              2.4   Review of Tax Returns ............................... 15
                    ---------------------
              2.5   Agent ............................................... 16
                    -----

Section 3.    Tax Sharing ............................................... 16
              3.1   In General .......................................... 16
                    ----------
              3.2   Agilent Group Federal Income Tax Liability .......... 16
                    ------------------------------------------
              3.3   Agilent Group Combined Tax Liability ................ 17
                    ------------------------------------
              3.4   Cooperation ......................................... 17
                    -----------

Section 4.    Payment of Taxes and Tax Sharing Amounts .................. 17
              4.1   Federal Income Taxes ................................ 17
                    --------------------
              4.2   Non-Federal Combined Taxes........................... 17
                    --------------------------
              4.3   Non-Federal Separate Taxes........................... 17
                    --------------------------
              4.4   Other Federal Taxes ................................. 18
                    -------------------
              4.5   Tax Sharing Installment Payments..................... 18
                    --------------------------------
              4.6   Tax Sharing True-up Payments ........................ 18
                    ----------------------------
              4.7   Redetermination Amounts ............................. 19
                    -----------------------

Section 5.    Restructuring Taxes and Deconsolidation ................... 19
              5.1   Liability for Restructuring Taxes.................... 20
                    ---------------------------------
              5.2   Agilent Representations ............................. 20
                    -----------------------
              5.3   Hewlett-Packard Representations ..................... 23
                    -------------------------------
              5.4   Private Letter Rulings .............................. 24
                    ----------------------
              5.5   Carrybacks .......................................... 25
                    ----------
              5.6   Allocation of Tax Items ............................. 26
                    -----------------------
              5.7   Continuing Covenants ................................ 27
                    --------------------
              5.8   Allocation of Tax Assets ............................ 27
                    ------------------------
              5.9   Japan Restructuring Taxes............................ 27
                    -------------------------
              5.10  Japan Operating Taxes ............................... 29
                    ---------------------

Section 6.    Additional Obligations .................................... 30
              6.1   Indemnification ..................................... 30
                    ---------------
              6.2   Treatment of Payments ............................... 31
                    ---------------------

              6.3   After Tax Amounts.................................... 31
                    -----------------
              6.4   Interest............................................. 32
                    --------
              6.5   Tax Records ......................................... 32
                    -----------

Section 7.    Audits .................................................... 32
              7.1   In General .......................................... 32
                    ----------
              7.2   Notice .............................................. 33
                    ------
              7.3   Participation Rights ................................ 33
                    --------------------
              7.4   Limitations ......................................... 34
                    -----------
              7.5   Failure to Notify, Etc .............................. 37
                    ----------------------
              7.6   Affirmative Claims .................................. 37
                    ------------------
              7.7   Remedies............................................. 38
                    --------

Section 8.    Taxability and Reporting of Stock Options ................. 38
              8.1   In General .......................................... 38
                    ----------
              8.2   Notices, Withholding, Reporting...................... 39
                    -------------------------------
              8.3   Adjustments ......................................... 39
                    -----------

Section 9     Other Tax Matters.......................................... 39
              9.1   Other Adjustments.................................... 39
                    -----------------
              9.2   Research Tax Credit ................................. 40
                    -------------------
              9.3   Gain Recognition Agreements ......................... 40
                    ---------------------------

Section 10.   Dispute Resolution ........................................ 40
              10.1  Initial Notice of Disagreement ...................... 40
                    ------------------------------
              10.2  Negotiation ......................................... 41
                    -----------
              10.3  Final Notice of Disagreement ........................ 42
                    ----------------------------
              10.4  Selection of Tax Arbiter ............................ 42
                    ------------------------
              10.5  Determination by Tax Arbiter ........................ 43
                    ----------------------------

Section 11.   Miscellaneous ............................................. 44
              11.1  Effectiveness ....................................... 44
                    -------------
              11.2  Notices ............................................. 44
                    -------
              11.3  Changes in Law ...................................... 44
                    --------------
              11.4  Confidentiality ..................................... 45
                    ---------------
              11.5  Successors .......................................... 45
                    ----------
              11.6  Affiliates .......................................... 45
                    ----------
              11.7  Authorization, Etc .................................. 46
                    ------------------
              11.8  Entire Agreement..................................... 46
                    ----------------

11.9  Applicable Law, Jurisdiction......................... 46
      ----------------------------
11.10 Counterparts ........................................ 47
      ------------
11.11 Severability ........................................ 47
      ------------
11.12 No Third Party Beneficiaries ........................ 47
      ----------------------------
11.13 Waivers, Etc ........................................ 48
      ------------
11.14 Setoff .............................................. 48
      ------

THIS TAX SHARING AGREEMENT (this "Agreement"), dated as of _________, 1999, by and among Hewlett-Packard Company ("Hewlett-Packard"), a Delaware corporation and each Hewlett-Packard Affiliate (as defined below), and Agilent Technologies, Inc. ("Agilent"), a Delaware corporation and currently a direct, wholly owned subsidiary of Hewlett-Packard, and each Agilent Affiliate (as defined below) is entered into in connection with the Spinoff (as defined below).

WHEREAS, as set forth in the Master Separation and Distribution Agreement dated as of August 12, 1999 (the "Master Agreement"), and subject to the terms and conditions thereof, Hewlett-Packard wishes to transfer and assign to Agilent substantially all of the assets and liabilities currently associated with the Agilent Business (as defined below) and the stock, investments and similar interests currently held by Hewlett-Packard in subsidiaries and other entities that conduct such business (the "Separation");

WHEREAS, following the Separation, Hewlett-Packard and Agilent currently contemplate that Agilent will make an initial public offering (the "IPO") of Agilent Common Stock that will reduce Hewlett-Packard's ownership of Agilent on a fully-diluted basis to not less than 80.1 percent;

WHEREAS, Agilent intends to distribute all of the proceeds of the IPO to Hewlett-Packard and Hewlett-Packard intends to segregate such funds for distribution to its creditors or shareholders (the "Cash Distribution");

WHEREAS, Hewlett-Packard intends to distribute all of its shares of Agilent Common Stock, on a pro rata basis, to the holders of the common stock of Hewlett-Packard, subject to the terms and conditions of the Master Agreement (the "Public Distribution");

WHEREAS, prior to consummating the Separation and the Public Distribution, various Hewlett-Packard Affiliates and the Agilent Affiliates will have undertaken certain restructuring transactions designed to separate the Agilent Business from the Hewlett-Packard Business in jurisdictions outside of the United States, as defined in Section 7701(a)(9) of the Code, (the "Foreign Restructuring"), and Hewlett-Packard World Trade, Inc., a wholly owned Delaware subsidiary of Hewlett-Packard, will contribute all of its property relating to the Agilent Business into Agilent World Trade, Inc., a newly formed Delaware corporation, and will distribute all of the stock of Agilent World Trade, Inc. to Hewlett-Packard (the "Internal Distribution");

WHEREAS, the Separation, the Public Distribution, the Internal Distribution and certain of the transactions involved in the Foreign Restructuring are intended to qualify as tax free reorganizations and distributions under Sections 368(a)(1)(D) and 355 of the Code; and

WHEREAS, in contemplation of the Public Distribution pursuant to which Agilent and its domestic subsidiaries will cease to be members of the Hewlett- Packard Group (as defined below), the parties hereto have determined to enter into this Agreement, setting forth their agreement with respect to certain tax matters.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Definitions

"Additional Restructuring Tax" has the meaning set forth in Section 5.1(b) of this Agreement.

"After Tax Amount" means any additional amount necessary to reflect the hypothetical Tax consequences of the receipt or accrual of any payment required to be made under this Agreement (including payment of an additional amount or amounts hereunder and the effect of the deductions available for interest paid or accrued and for Taxes such as state and local income Taxes), determined by using the highest marginal corporate Tax rate (or rates, in the case of an item that affects more than one Tax) for the relevant taxable period (or portion thereof).

"Agilent Affiliate" means any corporation or other entity directly or indirectly controlled by Agilent.

"Agilent Business" has the meaning set forth in the Master Agreement.

"Agilent Group" means the affiliated group of corporations as defined in Section 1504(a) of the Code, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which Agilent would be the common parent corporation if it were not a subsidiary of Hewlett- Packard, and any corporation or other entity which may be, may have been or may become a member of such group from time to time.

"Agilent Group Combined Tax Liability" means, with respect to any taxable period, the Agilent Group's liability for Non-Federal Combined Taxes as determined under Section 3.3 of this Agreement.

"Agilent Group Federal Income Tax Liability" means, with respect to any taxable period, the Agilent Group's liability for Federal Income Taxes as determined under Section 3.2 of this Agreement.

"Agilent VP" means the vice president of Agilent with authority over Tax matters.

"Applicable Spinoff" means each of the transactions identified in Appendix E of this Agreement, each of which is intended to qualify as a non- recognition transaction under Sections 355 and/or 368(a) of the Code.

"Audit" includes any audit, assessment of Taxes, other examination by any Tax Authority, proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

"Benefitting Party" has the meaning set forth in Section 8.3 of this Agreement.

"Carryback Period" has the meaning set forth in Section 5.5 of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Combined Group" means a group of corporations or other entities that files a Combined Return.

"Combined Return" means any Tax Return with respect to Non-Federal Taxes filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Agilent or one or more Agilent Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Hewlett-Packard or one or more Hewlett-Packard Affiliates.

"Consolidated Group" means an affiliated group of corporations within the meaning of Section 1504(a) of the Code that files a Consolidated Return.

"Consolidated Return" means any Tax Return with respect to Federal Income Taxes filed on a consolidated basis wherein Agilent or one or more Agilent Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Hewlett-Packard or one or more Hewlett-Packard Affiliates.

"Consolidated Return Year" means any taxable year for which a Consolidated Return is filed.

"Contemplated Domestic Restructuring Taxes" means the Domestic Restructuring Taxes set forth in Appendix C of this Agreement.

"Contemplated Foreign Restructuring Taxes" means the Foreign Restructuring Taxes set forth in Appendix D of this Agreement.

"Deducting Party" has the meaning set forth in Section 8.3 of this Agreement.

"Determination" has the meaning set forth in Section 10.5(a) of this Agreement.

"Disputed Item" has the meaning set forth in Section 10.1(a) of this Agreement.

"Disputing Party" has the meaning set forth in Section 10.1(a) of this Agreement.

"Distribution Date" has the meaning set forth in the Master Agreement.

"Domestic Restructuring" means the transactions undertaken by Hewlett- Packard and Agilent (and their respective affiliates) designed to separate the Agilent Business from the Hewlett-Packard Business in the United States, as defined in Section 7701(a)(9) of the Code, including the Internal Distribution, the Separation, the Cash Payment and the Public Distribution.

"Domestic Restructuring Tax" means any Tax imposed by the United States, or any political subdivision thereof, upon Hewlett-Packard (or any Hewlett-Packard Affiliate) or Agilent (or any Agilent Affiliate) directly in connection with the Domestic Restructuring, together with reasonable professional fees incurred in connection therewith.

"Estimated Tax Installment Date" means the estimated Tax installment due dates prescribed in Section 6655(c) of the Code (presently February 15, April 15, July 15 and October 15), and any other date on which an installment of estimated Taxes is required to be made.

"Federal Income Tax" means any Tax imposed under Subtitle A of the Code (including the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code), and any interest, additions to Tax or penalties applicable or related thereto, and any other income-based United States federal Tax which is hereinafter imposed upon corporations.

"Federal Income Tax Benefit" means, with respect to any Carryback Period, the amount determined under Section 5.5(a) of this Agreement.

"Federal Tax" means any Tax imposed or required to be withheld by any Tax Authority of the United States.

"Filing Party" has the meaning set forth in Section 2.3(c) of this Agreement.

"Final Determination" means any of (1) the final resolution of any Tax (or other matter) for a taxable period, including related interest or penalties, that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (A) by the expiration of a statute of limitations or a period for the filing of claims for refunds, amending Tax Returns, appealing from adverse determinations, or recovering any refund (including by offset), (B) by a

decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable, (C) by a closing agreement or an accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under laws of other jurisdictions, (D) by execution of an Internal Revenue Service Form 870 or 870AD, or by a comparable form under the laws of other jurisdictions (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency with respect to such Tax Item for such period), or (E) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset), or (2) the payment of Tax by any member of the Consolidated Group or Combined Group with respect to any Tax Item disallowed or adjusted by a Tax Authority provided that the party liable for payment of such tax determines that no action should be taken to recoup such payment.

"Final Notice of Disagreement" has the meaning set forth in Section 10.3(a) of this Agreement.

"Foreign Restructuring Tax" means any Tax imposed by any Tax Authority upon Hewlett-Packard (or any Hewlett-Packard Affiliate) or Agilent (or any Agilent Affiliate) directly in connection with the Foreign Restructuring, together with reasonable professional fees incurred in connection therewith.

"Hewlett-Packard Affiliate" means any corporation or other entity directly or indirectly controlled by Hewlett-Packard, but excluding Agilent or any Agilent Affiliate.

"Hewlett-Packard Business" means any business of Hewlett-Packard other than the Agilent Business.

"Hewlett-Packard Group" means the affiliated group of corporations as defined in Section 1504(a) of the Code, or similar group of entities as defined under corresponding provisions of the laws of other jurisdictions, of which Hewlett-Packard is the common parent corporation, and any corporation or other entity which may be, may have been or may become a member of such group from time to time, but excluding any member of the Agilent Group.

"Hewlett-Packard VP" means the vice president of Hewlett-Packard with authority over Tax matters.

"Income Taxes" means (1) any Tax based upon, measured by, or calculated with respect to (A) net income or profits (including any capital gains Tax, minimum Tax and any Tax on items of Tax preference, but not including sales, use,

real or personal property, gross or net receipts, transfer or similar Taxes) or (B) multiple bases if one or more of the bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (A) above, or
(2) any U.S. state or local franchise Tax.

"Indemnifying Party" has the meaning set forth in Section 6.1(d) of this Agreement.

"Indemnitee" has the meaning set forth in Section 6.1(d) of this Agreement.

"Initial Notice of Disagreement" has the meaning set forth in Section 10.1(b) of this Agreement.

"Initial Private Letter Ruling" means the first private letter ruling issued by the Service to Hewlett-Packard in connection with the Spinoff.

"Interest Accrual Period" has the meaning set forth in Section 6.4 of this Agreement.

"Interim Period" means any taxable period that begins on or after the Separation Date but before the Distribution Date.

"Japan Restructuring Tax" has the meaning set forth in Section 5.9(a) of this Agreement.

"Non-Disputing Party" has the meaning set forth in Section 10.1(b) of this Agreement.

"Non-Federal Combined Tax" means any Non-Federal Tax with respect to which a Combined Return is filed or is required to be filed.

"Non-Federal Separate Tax" means any Non-Federal Tax other than a Non- Federal Combined Tax.

"Non-Filing Party" has the meaning set forth in Section 2.4(a) of this Agreement.

"Payment Period" has the meaning set forth in Section 6.4 of this

Agreement.

"Post-Distribution Period" means a taxable period beginning on or after the Distribution Date.

"Pre-Separation Period" means a taxable period beginning before the Separation Date.

"Pre-Spinoff Period" means any Pre-Separation Period and/or Interim Period.

"Privilege" means any privilege that may be asserted under applicable law including, any privilege arising under or relating to the attorney-client relation ship (including the attorney-client and work product privileges), the accountant-client privilege, and any privilege relating to internal evaluation processes.

"Pro Forma Agilent Group Combined Return" means a pro forma Non- Federal Combined Tax Return or other schedule prepared pursuant to Section 3.3 of this Agreement.

"Pro Forma Agilent Group Consolidated Return" means a pro forma consolidated Federal Income Tax Return or other schedule prepared pursuant to
Section 3.2 of this Agreement.

"Redetermination Amount" means, with respect to any Tax for any taxable period, the amount determined under Section 4.7 of this Agreement.

"Restriction Period" means the period beginning on the date hereof and ending thirty (30) months after the Distribution Date.

"Restructuring Tax" means a Domestic Restructuring Tax or a Foreign Restructuring Tax, in each case including both Contemplated and Additional Restructuring Taxes.

"Ruling Documents" means (1) the request for a ruling under Section 355 and various other Sections of the Code, filed with the Service in connection with the Spinoff, together with any supplemental filings or ruling requests or other materials subsequently submitted on behalf of Hewlett-Packard, its subsidiaries and shareholders to the Service, the appendices and exhibits thereto, and any rulings issued by the Service to Hewlett-Packard (or any Hewlett-Packard Affiliate) in connection with the Spinoff or (2) any similar filings submitted to, or rulings issued by, any other Tax Authority in connection with the Spinoff.

"Separate Return" means any Tax Return with respect to Non-Federal Separate Taxes filed by Hewlett-Packard, Agilent, or any of their respective affiliates.

"Separation Date" has the meaning set forth in the Master Agreement.

"Service" means the Internal Revenue Service.

"Spinoff" means the separation of the Agilent Business from the Hewlett-Packard Business, and the Public Distribution.

"Supplemental Ruling" means (1) any ruling issued by the Service in connection with the Spinoff other than the Initial Private Letter Ruling or (2) any similar ruling issued by any other Tax Authority addressing the application of a provision of the laws of another jurisdiction to the Spinoff.

"Supplemental Ruling Documents" has the meaning set forth in Section 5.4(b)(i) of this Agreement.

"Tax" includes any charges, fees, levies, imposts, duties, or other assessments of a similar nature, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, wage withholding, employment, workers compensation, business occupation, occupation, premiums, environ mental, estimated, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, withholding, social security, unemployment, disability, ad valorem, estimated, highway use, commercial rent, capital stock, paid up capital, recording, registration, property, real property gains, value added, business license, custom duties, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Tax Authority including any interest, additions to tax, or penalties applicable or related thereto.

"Tax Arbiter" means a nationally recognized tax attorney or tax accountant that is a member of a nationally recognized law firm or accounting firm which firm is independent of both parties.

"Tax Asset" means any Tax Item that has accrued for Tax purposes, but has not been used during a taxable period, and that could reduce a Tax in another

taxable period, including a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or credit related to alternative minimum tax.

"Tax Authority" means any governmental authority or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the Service).

"Tax Benefit" means a reduction in the Tax liability of a taxpayer (or of the affiliated group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the affiliated group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in all prior periods, is less than it would have been if such Tax liability were determined without regard to such tax item.

"Tax Detriment" means an increase in the Tax liability of a taxpayer (or of the affiliated group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the affiliated group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in all prior periods, is more than it would have been if such Tax liability were determined without regard to such tax item.

"Tax Item" means any item of income, gain, loss, deduction or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

"Tax Law" means any federal, state, local or foreign law with respect to Taxes, including the Code and Treasury Regulations.

"Tax Return" means any return, report, certificate, form or similar statement or document (including, any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

"Treasury Regulations" means the final, temporary and proposed income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding

regulations).

Section 2. Preparation and Filing of Tax Returns

(a) Hewlett-Packard shall have the responsibility for the preparation and filing of (1) all Tax Returns with respect to Hewlett-Packard, any Hewlett-Packard Affiliate, Agilent and/or any Agilent Affiliate (other than returns required to be filed after October 31, 1999 of an Agilent Historic Affiliate) for any Pre-Separation Period and (2) all Consolidated Returns and all Combined Returns for any Interim Period.

(b) Except as provided in Section 2.1(a) of this Agreement, Agilent shall have the responsibility for the preparation and filing of all Tax Returns for (1) Agilent and any Agilent Affiliate which are required to be filed for any Interim Period and any Post-Distribution Period and (2) any Agilent Historic Affiliate which are required to be filed after October 31, 1999 for any Pre-Separation Period.

(a) Agilent shall provide Hewlett-Packard all documents and information, and make available employees and officers of Agilent as Hewlett- Packard reasonably requests, on a mutually convenient basis during normal business hours, to aid Hewlett-Packard in preparing any Tax Return described in
Section 2.1(a) of this Agreement to the extent that such Tax Return relates to the business, assets or activities that are transferred to Agilent (or any Agilent Affiliate), any Pro Forma Agilent Group Consolidated Returns described in Section 4.6(a) of this Agreement, and any Pro Forma Agilent Group Combined Returns described in Section 4.6(b) of this Agreement, or to contest any Audit of any such Tax Return. Without limiting the foregoing, in this regard, Agilent agrees to provide (1) the

information set forth in Appendix A to this Agreement, on or before the dates set forth therein, with respect to Consolidated Returns, and (2) the information set forth in Appendix B to this Agreement, on or before the dates set forth therein, with respect to Combined Returns.

(b) In the case of any Tax Return for a Pre-Spinoff Period described in Section 2.1(a) of this Agreement, Hewlett-Packard shall provide employees of Agilent responsible for preparing its Tax Returns with access to each such Tax Return, and will provide Agilent with a copy of that portion of each such Tax Return to the extent it relates to Agilent or any Agilent Affiliate, together with all related Tax accounting work papers, not later than five (5) days after the receipt of a written request therefor. In addition, Hewlett-Packard will provide employees of Agilent responsible for preparing its Tax Returns with access to any private letter rulings, together with any requests therefor and related documents, issued to Hewlett-Packard prior to the Distribution Date, and will provide Agilent with a copy of such rulings or documents to the extent that the issues discussed therein are relevant to Agilent or an Agilent Affiliate, not later than five (5) days after the receipt of a written request therefor.

(c) After the date of this Agreement, Hewlett-Packard shall afford Agilent access to employees and officers of Hewlett-Packard as Agilent reasonably requests, on a mutually convenient basis during normal business hours to aid Agilent in preparing any Tax Return described in Section 2.1(b) of this Agree ment or to contest any Audit of any such Tax Return.

(d) Notwithstanding any other provision of this Agree ment, no member of the Hewlett-Packard Group shall be required to provide Agilent or any Agilent Affiliate access to or copies of (1) any information that relates to Hewlett- Packard or any Hewlett-Packard Affiliate and not to the business or assets of Agilent or any Agilent Affiliate, (2) any information as to which any member of the Hewlett-Packard Group is entitled to assert the protection of any Privilege, or (3) any information as to which any member of the Hewlett-Packard Group is subject to an obligation with a third-party to maintain the confidentiality of such information. Hewlett-Packard shall use reasonable efforts to separate any such information from any other information to which Agilent is entitled to under this Agreement. To the extent that Hewlett-Packard redacts or otherwise withholds any information pursuant to this Section 2.2(d), Hewlett-Packard shall provide Agilent with an index of such information.

(e) To the extent that Agilent acquires Tax Return software from Hewlett-Packard, any information that relates solely to Hewlett-Packard (and not to the business or assets of Agilent) that is included in such software shall be deleted from such software as soon as practicable (unless such

removal would adversely affect the Agilent information included in such software) and Agilent shall inform Hewlett-Packard of the deletions that are made.

(a) All Tax Returns filed after the date of this Agreement by Hewlett-Packard, any Hewlett-Packard Affiliate, Agilent and/or any Agilent Affiliate shall be (1) prepared in a manner that is consistent with (A) the Ruling Documents and (B) Sections 5.6 and 5.8 of this Agreement, and (2) filed on a timely basis (including extensions) by the party responsible for such filing under Section 2.1 of this Agreement.

(b) Hewlett-Packard and Agilent, for itself and the Agilent Affiliates, agree to file all Tax Returns for any Pre-Spinoff Period, and to take all other actions in a manner consistent with the position that Agilent and the Agilent Affiliates are part of any Consolidated Group and any Combined Group for all days through and including the Distribution Date.

(c) Except as otherwise provided in this Section 2.3 or Sections 2.4 and 7.6 of this Agreement, the party that is required to file a return under
Section 2.1 of this Agreement (the "Filing Party") shall have the exclusive right to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made in such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside specialists to prepare such Tax Return, whom to retain for such purpose and the scope of any such retainer.

(d) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return de scribed in
Section 2.1(b) of this Agreement that is filed after the date of this Agree ment, Agilent or the Agilent Affiliate preparing, or causing the preparation of, such Tax Return under Section 2.1(b) of this Agreement shall conform the treatment of such Tax Item in such Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.

(e) Any Tax Return described in (1) Section 2.1(a) of this Agreement (but only with respect to Tax Items of Agilent or an Agilent Affiliate) or (2) Section 2.1(b) of this Agreement, in either case which Tax Return is filed after the date of this Agreement, shall be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax Item or other information is reported as reflected on the most recently filed prior Tax Returns involving similar matters. The preceding sentence shall not apply (1) to the extent otherwise required by Section 2.3(a)(1) of this Agreement, (2) if Agilent obtains Hewlett-Packard's prior written consent (which consent shall not be unreasonably withheld), or (3) if there is a change in controlling law.

(f) Any Tax Return filed by Hewlett-Packard or Agilent with respect to any Pre-Spinoff Period will be filed in conformance with Hewlett- Packard's existing intercompany pricing guidelines and rulings, except to the extent that Agilent enters into an advanced pricing agreement with the Service that provides for different intercompany pricing guidelines and any such agreement does not result in any Tax Detriment to Hewlett-Packard with respect to the Interim Period.

(b) The Filing Party shall accept any request by the Non-Filing Party, that is made not later than one hundred five (105) days before the due date, including extensions, for filing the applicable Tax Return, to incorporate any election, method of accounting or other position, convention or principle of taxation on such Tax Return to the extent that it relates to a Tax Item with respect to the Non-Filing Party or any affiliate thereof, or the activities or business of either,

provided that, if reasonably requested by the Filing Party, and if the amount of Taxes to which such request relates for which the Non-Filing Party could be liable under this Agreement does not exceed one million dollars ($1,000,000.00), the Non-Filing Party produces a written opinion of nationally recognized tax counsel that there is substantial authority (within the meaning of Section 6662 of the Code) in support of such election, method of accounting or other position, convention or principle of taxation.

(c) Hewlett-Packard shall make its employees reasonably available, to the extent consistent with Hewlett-Packard's process for preparing a Consolidated Return or a Combined Return, at mutually convenient times during normal business hours to discuss information pertinent to Agilent or any Agilent Affiliate contained in such Consolidated Return or Combined Return prior to the date on which Hewlett-Packard intends to file such Consolidated Return or Combined Return.

Section3. Tax Sharing

(a) Except as otherwise provided in this Agreement, Hewlett- Packard shall be responsible for, and shall indemnify and hold harmless Agilent against, all Taxes that relate to Hewlett-Packard, any Hewlett-Packard Affiliate, Agilent or any Agilent Affiliate for all Pre-Separation Periods other than (1) Restructuring Taxes or (2) Taxes of an Agilent Historic Affiliate for periods before its acquisition by the Hewlett-Packard Group.

(b) For each Interim Period, Agilent shall be liable for an amount equal to the sum of the Agilent Group Federal Income Tax Liability and the

Agilent Group Combined Tax Liability for such taxable period.

(a) on the basis of the Consolidated Return for such period, determined by including only Tax Items of members of the Agilent Group which are included in the Consolidated Return and by allocating Tax Assets to the Agilent Group to the extent that the Tax Asset was created by a member of the Agilent Group and such Tax Asset was actually utilized on the relevant Consolidated Return; and

(b) applying the highest marginal corporate Tax rate in effect for such taxable period (or any portion thereof).

Section 4. Payment of Taxes and Tax Sharing Amounts

(a) For any Interim Period, in the event of a redetermination of any Tax Item of any member of a Consolidated Group or Combined Group (other than Tax Items relating to Additional Restructuring Taxes, which are the subject to
Section 5 of this Agreement), as a result of a refund of Taxes paid, a Final Determination or any settlement or compromise with any Tax Authority, Hewlett- Packard and Agilent shall prepare jointly, in accordance with the principles and procedures set forth in Section 3 of this Agreement, revised Pro Forma Agilent Consolidated Returns and/or revised Pro Forma Agilent Combined Returns, as appropriate, to reflect the redetermination of such Tax Item as a result of such refund, Final Determination, settlement or compromise. Agilent shall pay to Hewlett-Packard, or Hewlett-Packard shall pay to Agilent, as appropriate, an amount equal to the difference, if any, between the Tax liability reflected on such revised pro forma tax returns and the Tax liability for such period as originally computed pursuant to Section 3 of this Agreement.

(b) To the extent that Agilent is compensated for the use of a Tax Asset on a Consolidated Return or Combined Return, and such use

permanently prevents Hewlett-Packard from using a Tax Asset in a subsequent period, then Agilent shall reimburse Hewlett-Packard for such amount.

(c) To the extent that Hewlett-Packard receives a refund with respect to Taxes paid on a Separate Return of an Agilent Historic Affiliate for any Pre-Separation Period, Hewlett-Packard shall pay the amount of such refund to Agilent.

Section 5. Restructuring Taxes and Deconsolidation

(a) Agilent has reviewed the information and representations made in the Ruling Documents (and any Supplemental Ruling

Documents) and, to its knowledge, all of such information or representations that relate to Agilent or any Agilent Affiliate, or the business or operations of either, including the representations set forth in Appendix F to this Agreement, are true, correct and complete.

(b) Agilent will not, and will cause each Agilent Affiliate not to, take any action, or fail or omit to take any action, that would cause any of the information or representations made in the Ruling Documents or Supplemental Ruling Documents that relate to Agilent or any Agilent Affiliate, or the business or operations of either, including the representations set forth in Appendix F to this Agreement, to be untrue, regardless of whether such information or representations were included in the Initial Private Letter Ruling (or any Supplemental Ruling).

(c) Neither Agilent nor any Agilent Affiliate will, directly or indirectly, during the Restriction Period:

(i) enter into, or otherwise be a party to, any transaction or arrangement (including, without limitation, stock issuances, stock acquisitions, and transactions involving the stock or substantially all of the assets of Agilent or any Agilent Affiliate) pursuant to which one or more persons acquire stock of Agilent or any Agilent Affiliate representing a "50- percent or greater interest" within the meaning of Section 355(d)(4) of the Code that would cause Section 355(e) of the Code to apply to any Applicable Spinoff; or

(ii) take or fail to take any other action (including, without limitation, any cessation, transfer to affiliates or disposition of its active trade or business, and certain reacquisitions of its stock and payments of extraordinary dividends to its shareholders) that would cause any Applicable Spinoff to fail to qualify for nonrecognition of gain or loss under Section 355 of the Code.

(d) During the Restriction Period:

(i) neither Agilent nor any Agilent Affiliate will, directly or indirectly, in a single transaction or in a series of transactions specified below, which, when aggregated with all other such specified transactions undertaken during the Restriction Period, would involve the acquisition (determined under the principles of Section 355 of the Code) by one or more persons of more than thirty-five percent (35%) of the stock of Agilent or any Agilent Affiliate (including stock issued by Agilent in the IPO):

(1) issue stock or other equity interests of Agilent or any Agilent Affiliate (including, without limitation, options, rights, warrants or securities exercisable for, or convertible into stock of Agilent or any Agilent Affiliate, or any similar arrangement); or

(2) redeem, purchase or otherwise reacquire any of its capital stock (other than through stock purchases meeting the requirements of section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696);

(ii) Agilent will not liquidate or merge with or into any other entity; and

(iii) no Agilent Affiliate will liquidate or merge with or into any other entity [(other than in an intragroup liquidation or merger that would not affect the qualification of an Applicable Spinoff as a reorganization under Sections 368(a) and/or 355 of the Code)];

unless (1) Hewlett-Packard consents in writing, which consent shall not be unreasonably withheld, or (2) Hewlett-Packard obtains, at Agilent's request, a Supplemental Ruling from the applicable Tax Authority that such transaction or series of transactions will not adversely affect the Tax treatment of any Applicable Spinoff. If the Service issues guidance or Treasury Regulations are issued under Section 355(e) of the Code, the parties hereby agree to meet to review the conditions and requirements set forth in this Section 5.2(d) and to consider making appropriate revisions thereto. Not later than five (5) days prior to consummating any of the transactions described in the preceding sentence, Agilent shall provide notice of such transaction to the Agilent VP and (except as otherwise prohibited by any confidentiality agreement with a third- party) to the Hewlett-Packard VP. Nothing in this Section 5.2(d) shall limit the liability of either party to this Agreement for any Restructuring Taxes that are the responsibility of such party under this Agreement.

(e) [Need to insert representations with respect to the foreign law aspects of the Foreign Restructuring.]

(f) [Need to insert representations with respect to the

state/local law aspects of the Domestic Restructuring.]

(g) Agilent recognizes that any failure by it or any Agilent Affiliate to comply with their obligations under this Section 5.2 may result in Additional Restructuring Taxes which could cause irreparable harm to Hewlett- Packard, the Hewlett-Packard Affiliates and their stockholders, and that such persons may be inadequately compensated by monetary damages for such failure. Accordingly, if (1) Agilent or any Agilent Affiliate shall fail to comply with any obligation under this Section 5.2 which would be reasonably foreseeable to result in any Additional Restructuring Taxes, and (2) Agilent shall fail to provide Hewlett-Packard with a written opinion of nationally recognized tax counsel that such failure to comply with such obligation will not result in any increase in Taxes of Hewlett-Packard or any Hewlett-Packard Affiliate, and such opinion is provided to Hewlett-Packard for its review and approval, which approval will not be unreasonably withheld, then Hewlett-Packard and each Hewlett-Packard Affiliate shall be entitled to injunctive relief in addition to all other remedies.

(a) Hewlett-Packard will not, and will cause each Hewlett-Packard Affiliate not to, take any action, or fail or omit to take any action, that would cause any of the information or representations made in the Ruling Documents or Supplemental Ruling Documents to be untrue, regardless of whether such information or representations were included in the Initial Private Letter Ruling (or any Supplemental Ruling).

(b) Neither Hewlett-Packard nor any Hewlett-Packard Affiliate will, directly or indirectly, during the Restriction Period:

(i) enter into, or otherwise be a party to, any transaction or arrangement (including, without limitation, stock issuances, stock acquisitions, and transactions involving the stock or substantially all of the assets of Hewlett-Packard or any Hewlett-Packard Affiliate) pursuant to which one or more persons acquire stock of Hewlett-Packard or any Hewlett- Packard Affiliate representing a "50-percent or greater interest" within the meaning of Section 355(d)(4) of the Code that would cause Section 355(e) of the Code to apply to any Applicable Spinoff; or

(ii) take or fail to take any other action (including, without limitation, any cessation, transfer to affiliates or disposition of its active trade or business, and certain reacquisitions of its stock and payments of extraordinary dividends to its shareholders) that would cause any Applicable Spinoff to fail to qualify for nonrecognition of gain or loss under Section 355 of the Code.

(c) [Need to insert representations with respect to the foreign law aspects of the Foreign Restructuring.]

(d) [Need to insert representations with respect to the state/local law aspects of the Domestic Restructuring.]

(e) Hewlett-Packard recognizes that any failure by it or any Hewlett-Packard Affiliate to comply with their obligations under this Section 5.3 may result in Additional Restructuring Taxes which could cause irreparable harm to Agilent, the Agilent Affiliates and their stockholders, and that such persons may be inadequately compensated by monetary damages for such failure. Accordingly, if (1) Hewlett-Packard or any Hewlett-Packard Affiliate shall fail to comply with any obligation under this Section 5.3 which would be reasonably foreseeable to result in any Additional Restructuring Taxes, and (2) Hewlett- Packard shall fail to provide Agilent with a written opinion of nationally recognized tax counsel that such failure to comply with such obligation will not result in any increase in Taxes of Agilent any Agilent Affiliate, and such opinion is provided to Agilent for its review and approval, which approval will not be unreasonably withheld, then Agilent and each Agilent Affiliate shall be entitled to injunctive relief in addition to all other remedies.

possible, a Supplemental Ruling or other guidance from the Service or any other Tax Authority for the purpose of confirming (1) the continuing validity of (A) the Initial Private Letter Ruling, (B) any similar ruling issued by any Tax Authority addressing the application of a provision of the laws of another jurisdiction to the Internal Distribution or the Public Distribution and/or (C) any Supplemental Rulings issued previously, and (2) compliance on the part of Agilent or an Agilent Affiliate with its obligations under Section 5.2 of this Agreement. However, Hewlett-Packard shall not be obligated to seek a Supplemental Ruling if it reasonably believes that seeking such Supplemental Ruling would adversely affect Hewlett-Packard or any Hewlett-Packard Affiliate. Further, in no event shall Hewlett-Packard be required to file any Supplemental Ruling unless Agilent represents that (1) it has read the request for the Supplemental Ruling and any materials, appendices and exhibits submitted or filed therewith (the "Supplemental Ruling Documents") and (2) all information and representations, if any, relating to Agilent and any Agilent Affiliate contained in the Supplemental Ruling Documents are true, correct and complete in all material respects. Agilent shall reimburse Hewlett-Packard for all costs and expenses incurred by Hewlett-Packard in obtaining a Supplemental Ruling requested by Agilent. Agilent hereby agrees that only Hewlett-Packard shall apply for a Supplemental Ruling. Agilent further agrees that it shall not seek any guidance (whether written or oral) from the Service or any other Tax Authority concerning the Spinoff except as set forth in this Section 5.4(b).

(i) one hundred percent (100%) of the amount of any Contemplated Japan Restructuring Tax to the extent that the parties

reasonably expect any foreign tax credits attributable thereto to be allocated to [Hewlett-Packard KK] for Federal Income Tax purposes; plus

(ii) sixty percent (60%) of the amount of the remaining Contemplated Japan Restructuring Tax.

In addition, Hewlett-Packard or a Hewlett-Packard Affiliate shall further pay Agilent (or an Agilent Affiliate designated by Agilent) eighty-two percent (82%) of any Additional Japan Restructuring Tax that is imposed with respect to such sale.

and Final Determinations that affect foreign tax credit computations) one of the parties determines that it did not receive any portion of the Tax Benefit for which it previously had made a payment to the other party pursuant to paragraph
(b) or (c) of this Section 5.9, Agilent shall pay Hewlett-Packard, or Hewlett- Packard shall pay Agilent, as appropriate, an amount such that the net payment (if any) equals the portion of the net Tax Benefit (taking into account such subsequent events) specified in paragraph (b) or (c) of this Section 5.9.

Section 6. Additional Obligations

Agreement, the Indemnitee shall provide the Indemnifying Party with its calculation of the amount of such indemnification payment. Such calculation shall provide sufficient detail to permit the Indemnifying Party to reasonably understand the calculations. All indemnification payments shall be made to the Indemnitee or to the appropriate Tax Authority as specified by the Indemnitee within the prescribed for payment in this agreement, or if no period is prescribed, within thirty (30) days after delivery by the Indemnitee to the Indemnifying Party of written notice of a payment by or the incurrence of such an amount based on a Final Determination, together with a computation of the amounts due.

"Interest Accrual Period") at a per annum rate equal to the prime rate as published in The Wall Street Journal on the date of determination, plus two percent (2%). Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

Section 7. Audits

(a) Except as otherwise provided in this Agreement, the Filing Party shall have the right to control, contest, and represent the interests of Hewlett-Packard, any Hewlett-Packard Affiliate, Agilent or any Agilent Affiliate in any Audit relating to any Tax Return that the Filing Party is responsible for filing under Section 2.1 of this Agreement and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit. The Filing Party's rights shall extend to any matter pertaining to the management and control of an Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item.

(b) Notwithstanding Section 7.1(a), for so long as Hewlett- Packard owns fifty percent (50%) or more of the outstanding stock (by vote or value) of Agilent, the entering into of any resolution, settlement or agreement or any decision in connection with (including the entering into of) any judicial or administrative proceeding relating to Taxes by Agilent or any Agilent Affiliate shall be subject to Hewlett-Packard's review and approval, which approval shall not be unreasonably withheld.

(a) If a Tax Authority asserts, proposes or recommends a deficiency, claim or adjustment that, if sustained, would result in Taxes for which the Non-Filing is responsible under this Agreement, then the Filing Party shall keep the Non-Filing Party informed in a timely manner of all material actions taken or proposed to be taken by the Filing Party in connection with such deficiency, claim or adjustment.

(b) In the case of an Audit with respect to a Tax Item for which the Non-Filing Party would be primarily responsible under this Agreement, the Filing Party shall:

(i) in the case of any material correspondence or filing submitted to the Tax Authority or any judicial authority that relates to the merits of such deficiency, claim or adjustment (1) reasonably in advance of such submission, but subject to applicable time constraints imposed by such Tax Authority or judicial authority, provide the Non-Filing Party with a draft copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment, (2) incorporate, subject to applicable time constraints imposed by such Tax Authority or judicial authority, the Non-Filing Party's comments and changes on such draft copy of such correspondence or filing, and (3) provide the Non-Filing Party with a final copy of the portion of such correspondence or filing that relates to such deficiency, claim or adjustment; and

(ii) provide the Non-Filing Party with notice reasonably in advance of, and the Non-Filing Party shall have the right to attend, any meetings with the Tax Authority (including meetings with examiners) or hearings or proceedings before any judicial authority to the extent they relate to such deficiency, claim or adjustment.

(c) If the Filing Party is reasonably satisfied that it will not adversely affect the exercise of any of the Filing Party's rights described in Section 7.1(a) of this Agreement with respect to other items, the Filing Party shall accept any suggestions made by the Non-Filing Party with respect to the resolution or settlement of, or agreement to, any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any Audit with respect to a Tax Item for which the Non-Filing Party would be primarily responsible under this Agreement.

(d) At the Filing Party's reasonable request (or upon the Filing Party's consent to a request by the Non-Filing Party, which consent shall not be unreasonably withheld), the Non-Filing Party shall assume responsibility for (1) presenting the merits with respect to (A) any deficiency, claim or adjustment that, if sustained, would result in Taxes for which the Non-Filing Party is responsible under this Agreement, or (B) subject to Section 7.6 of this Agreement, any affirmative claim relating to a Tax Item of the Non-Filing Party, or (2) resolving, settling or agreeing to any such deficiency, claim or adjustment. Any such request (or consent) by the Filing Party shall be subject to the Non-Filing Party's continued compliance with the conditions of Section 7.4 of this Agreement and to such other conditions as the Filing Party reasonably determines to be appropriate to preserve the Filing Party's rights described in Section 7.1(a) of this Agreement.

(i) if the amount in controversy with respect to any Tax Item for which the Non-Filing Party could be liable does not exceed one million dollars ($1,000,000.00), or if the amount in controversy relates to a Restructuring Tax for which the Filing Party could be primarily responsible under this Agreement, within thirty (30) days of a reasonable request by the Filing Party, the Non-Filing Party shall deliver to the Filing Party a written opinion of nationally recognized tax counsel to the effect that the Non-Filing Party's position with respect to such deficiency, claim or adjustment is supported by substantial authority (within the meaning of Section 6662 of the Code);

(ii) the Non-Filing Party shall have agreed to be bound by a Final Determination of such deficiency, claim or adjustment;

(iii) the Non-Filing Party shall have agreed to pay, and shall be currently paying, all reasonable out of pocket costs and expenses incurred by the Filing Party to contest such deficiency, claim or assessment including reasonable outside attorney's, accountants' and investigatory fees and disbursements;

(iv) the Non-Filing Party shall have advanced to the Filing Party, on an interest-free basis (and with no additional net after-tax cost to the Filing Party), the amount of Tax in controversy (but not in excess of either (A) the amount of Tax for which the Non-Filing Party could be liable under

this Agreement or (B) the amounts actually expended by the Filing Party) to the extent necessary for the contest to proceed in the forum selected by the Filing Party, in its sole discretion;

(v) the Non-Filing Party shall have provided to the Filing Party all documents and information, and shall have made available employees and officers of the Non-Filing Party, as may be necessary, useful or reasonably required by the Filing Party in contesting such deficiency, claim or adjustment; and

(vi) the contest of such deficiency, claim or adjustment shall involve no material danger of the sale, forfeiture or loss of, or the creation of any lien on, any asset of the Filing Party (except if the Non-Filing Party shall have adequately bonded such lien or otherwise made provision to protect the interests of the Filing Party in a manner reasonably satisfactory to the Filing Party).

(i) such resolution, settlement or agreement relates to (A) a Tax Item that does not exceed one million dollars ($1,000,000.00) for which the Non-Filing Party could be liable, or (B) a Restructuring Tax for which the Filing Party could be primarily responsible under this Agreement;

(ii) the Non-Filing Party has been afforded a reasonable opportunity to have the merits of such deficiency, claim or adjustment presented to the relevant Tax Authority; and

(ii) the Filing Party is not otherwise continuing to pursue a contest with respect to another deficiency, claim or adjustment for such taxable period at the same administrative level and the Non-Filing Party fails to deliver to the Filing Party, within thirty (30) days of a reasonable request by the Filing Party, a written opinion of nationally recognized tax counsel, to the effect that the Non-Filing Party's position with respect to such deficiency, claim or adjustment should be reversed or substantially modified upon appeal in a manner favorable to the Non-Filing Party.

(i) a liability of the Non-Filing Party under this Agreement with respect to (A) a Tax Item that does not exceed one million dollars ($1,000,000.00), or (B) a Restructuring Tax for which the Filing Party could be primarily responsible under this Agreement, if within sixty (60) days of a request by the Filing Party, the Non-Filing Party shall deliver to the Filing Party a written opinion of nationally recognized tax counsel to the effect that such determination should be reversed or substantially modified upon appeal in a manner favorable to the Non-Filing Party; or

(ii) a liability of the Non-Filing Party under this Agreement that is not described in Section 7.4(c)(i), if within sixty (60) days of a request by the Filing Party, the Non-Filing Party shall deliver to the Filing Party a written opinion of nationally recognized tax counsel to the effect that it is more likely than not that such determination would be reversed or substantially modified upon appeal in a manner favorable to the Non-Filing Party.

For purposes of this Section 7.4(c), a "determination" of any Tax Authority does not include any settlement described in Section 7.4(b) of this Agreement.

Section 8. Taxability and Reporting of Stock Options

part of a Tax deduction taken pursuant to Section 8.1 of this Agreement is disallowed to the party entitled to such deduction under Section 8.1 of this Agreement (the "Deducting Party"), then, to the extent permitted by the Tax Law, the other party (the "Benefitting Party") shall take such deduction. To the extent that the Benefitting Party obtains a Tax Benefit as a result of a deduction described in this Section 8.3, the Benefitting Party shall make a payment to the Deducting Party in an amount equal to such Tax Benefit.

Section 9. Other Tax Matters

comply with the terms of any Gain Recognition Agreement executed by a member of the Hewlett-Packard Group during a Pre-Separation Period, and such non- compliance is attributable to any action or omission by a member of the Agilent Group after the Distribution Date, the Agilent Group shall indemnify and hold harmless the Hewlett-Packard Group for any Tax Detriment arising therefrom.

Section 10. Dispute Resolution

(a) In the event of any disagreement regarding the application or interpretation of the Tax Law under this Agreement, the party (the "Disputing Party") disputing such application or interpretation shall have thirty (30) days from the delivery of a schedule or other notice in which such application or interpretation is made to register its disagreement with all or a portion of such interpretation (each such disagreement a "Disputed Item"). Any other disagreements under this Agreement shall be resolved under the dispute resolution procedures set forth in the Master Agreement.

(b) The Disputing Party shall register its disagreement by delivering to the other party (the "Non-Disputing Party") within such thirty
(30) day period a written notice (an "Initial Notice of Disagreement") that (1) specifically enumerates each Disputed Item, (2) describes the grounds for the Disputing Party's disagreement with each Disputed Item, and (3) states the amount in dispute (or a good faith estimate thereof) with respect to each Disputed Item.

(c) The failure of the Disputing Party within the thirty (30) day period described in Section 10.1(b) to deliver an Initial Notice of Disagreement, that satisfies the requirements of Section 10.1(b), with respect to all or a portion of any application or interpretation described in Section 10.1(a) shall be deemed to constitute (1) an acceptance and acknowledgment by such party of its liability for the required payment or portion thereof and (2) a waiver by such party of its right to a Determination by a Tax Arbiter pursuant to Section 10.5 of this Agreement with respect to such payment or portion thereof.

(a) Within thirty (30) days following delivery of an Initial Notice of Disagreement, the Hewlett-Packard VP and the Agilent VP shall meet and make a good faith attempt to resolve such dispute and shall continue to negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedings.

(b) If the Hewlett-Packard VP and Agilent VP are unable to agree within thirty (30) days of their first meeting, then the chief financial officers of Hewlett-Packard and Agilent shall meet within thirty (30) days after the end of the first thirty (30) day negotiating period in an attempt to resolve the dispute.

(c) During the course of negotiations under this Section 10.2, all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the negotiating teams and may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party.

(a) If the parties are unable to resolve any dispute pursuant to the negotiation procedures described in Section 10.2, the Disputing Party shall have ten (10) days after the end of the second thirty (30) day period described in Section 10.2(b) to register its continued disagreement with any Disputed Item and to elect to seek a Determination by a Tax Arbiter with respect to such Disputed Item pursuant to Section 10.5 of this Agreement. The Disputing Party shall do so by delivering to the Non-Disputing Party within such ten (10) day period a written notice (a "Final Notice of Disagreement") that (1) specifically enumerates each Disputed Item with respect to which it elects to seek a Determination by a Tax Arbiter, (2) describes the grounds for the Disputing Party's continued disagreement with each such Disputed Item, and (3) states the amount in dispute (or a good faith estimate thereof) with respect to each such Disputed Item.

(b) The failure of the Disputing Party within the ten (10) day period described in Section 10.3(a) to deliver a Final Notice of Disagreement, that satisfies the requirements of Section 10.3(a), with respect to all or a portion of the payment described in Section 10.1(a) shall be deemed to constitute (1) an acceptance and acknowledgment by such party of its liability for such payment or portion thereof and (2) a waiver by such party of its right to a Determination by a

Tax Arbiter pursuant to Section 10.5 of this Agreement with respect to such Disputed Item.

(c) Any dispute, controversy, or claim relating to or arising out of a Disputed Item contained in a Notice of Final Disagreement shall be finally settled by arbitration before a Tax Arbiter pursuant to the provisions of this
Section 10.

(a) The Tax Arbiter shall determine the appropriate outcome based upon this Agreement (the "Determination") with respect to each Disputed Item. The Tax Arbiter shall have ninety (90) days from the date that he or she is selected pursuant to Section 10.4 of this Agreement in which to make such Determinations, unless the Disputing Party and the Non-Disputing Party mutually agree upon an extension of such period or the Tax Arbiter, in its discretion, determines that an extension of such period is warranted by exceptional circumstances. The Disputing Party and the Non-Disputing Party shall provide the Tax Arbiter with such information or documentation as the Tax Arbiter deems in its discretion to be necessary for it to make the Determinations requested of it. Any Determination by the Tax Arbiter (as well as any allocation of costs and expenses pursuant to Section 10.5(b) of this Agreement) shall be in writing, shall be delivered to the Disputing Party and the Non-Disputing Party, and shall be final and binding upon them and enforced as an arbitration award under the United States Arbitration Act, 9 U.S.C. (S)(S) 1-16. The parties explicitly waive any right to seek any judicial review of the substance of the Determination of the Tax Arbiter. The Tax Arbiter shall be entitled to use, at the sole cost and expense of the Disputing Party and the Non-Disputing Party, whatever resources it deems necessary, including accounting and technical services. Any proceedings relating to the Determination shall take place in
[Palo Alto, California].

(b) The Disputing Party and the Non-Disputing Party shall be jointly and severally liable to the Tax Arbiter for all costs and expenses associated with retaining the Tax Arbiter. As between themselves, except as otherwise

provided in this Section 10.5(b), the Disputing Party and the Non-Disputing Party shall share equally the costs and expenses associated with retaining an Tax Arbiter. Where a Determination with respect to a Disputed Item is not less than eighty percent (80%) of the amount claimed to be due from the Disputing Party, the Tax Arbiter may, in its discretion, allocate to the Disputing Party more than fifty percent (50%) of the costs and expenses associated with such Determination. Where a Determination with respect to a Disputed Item is less than fifty percent (50%) of the amount claimed to be due from the Disputing Party, the Tax Arbiter may, in its discretion, allocate to the Non-Disputing Party more than fifty percent (50%) of the costs and expenses associated with such Determination.

Section 11. Miscellaneous

If to Hewlett-Packard or any Hewlett-Packard Affiliate, to the Hewlett-Packard VP, with a copy to the General Counsel of Hewlett-Packard, at:

Hewlett-Packard Company 3000 Hanover Street
Palo Alto, California 94304

If to Agilent or any Agilent Affiliate, to the Agilent VP, with a copy to the General Counsel of Agilent:

Agilent Technologies Inc. 395 Page Mill Road
Palo Alto, California 94304

Any party may, by written notice to the other parties, change the address or the party to which any notice, request, instruction or other document is to be delivered.

(a) Any reference to a provision of the Code or a law of another jurisdiction shall include a reference to any applicable successor provision or law.

(b) If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

equal to the fair market value of the stock or other ownership interests transferred and such consideration is not distributed outside of the Agilent Group to the shareholders of Agilent then Agilent shall request in writing no later than thirty (30) days prior to such cessation that Hewlett-Packard execute a release of such Agilent Affiliate from its obligations under this Agreement effective as of such transfer provided that Agilent shall have confirmed in writing its obligations and the obligations of its remaining Agilent Affiliates with respect to their own obligations and those of the departing Agilent Affiliate and that such departing Agilent Affiliate shall have executed a release of any rights it may have against Hewlett-Packard or any Hewlett-Packard Affiliate by reason of this Agreement, and (2) if it is contemplated that a Hewlett-Packard Affiliate may cease to be a Hewlett-Packard Affiliate as a result of a transfer of its stock or other ownership interests to a third party in exchange for consideration in an amount approximately equal to the fair market value of the stock or other ownership interests transferred and such consideration is not distributed outside of the Hewlett-Packard Group to the shareholders of Hewlett-Packard then Hewlett-Packard shall request in writing no later than thirty (30) days prior to such cessation that Agilent execute a release of such Hewlett-Packard Affiliate from its obligations under this Agreement effective as of such transfer provided that Hewlett-Packard shall have confirmed in writing its obligations and the obligations of its remaining Hewlett-Packard Affiliates with respect to their own obligations and the obligations of the departing Hewlett-Packard Affiliate and that such departing Hewlett-Packard Affiliate shall have executed a release of any rights it may have against Agilent or any Agilent Affiliate by reason of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

HEWLETT-PACKARD COMPANY
on behalf of itself and its Affiliates

By________________________________________
Name:
Title:

AGILENT TECHNOLOGIES INC.
on behalf of itself and its Affiliates

By________________________________________
Name:
Title:

APPENDIX A

Information to be Provided to Hewlett-Packard by Agilent With respect to Consolidated Returns

APPENDIX B

Information to be Provided to Hewlett-Packard by Agilent With respect to Combined Returns

APPENDIX C

Contemplated Domestic Restructuring Taxes

APPENDIX D

Contemplated Foreign Restructuring Taxes

APPENDIX E

Applicable Spinoffs

APPENDIX F

Certain Agilent Representations

APPENDIX G

Certain Agilent Representations

APPENDIX H

EXHIBIT 2.9

MASTER IT SERVICE LEVEL AGREEMENT

This IT Service Level Agreement (the "Agreement") is effective as of __________, 1999 (the "Effective Date"), between HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP"), having an office at 3000 Hanover Street, Palo Alto, California 94304 and Agilent Technologies, Inc., a Delaware corporation ("Agilent"), having an office at 3000 Hanover Street, Palo Alto, California 94304.

Exhibit A: Statement of Services
Exhibit B: Compensation
Exhibit C: Software License Terms (if applicable) Exhibit D: Confidential Disclosure Agreement Exhibit E: Escalation Teams

and obtaining Receiving Company's prior written consent, which consent shall not be unreasonably withheld or delayed.

(a) for errors or omissions in Services, shall be to furnish correct information, payment and/or adjustment in the Services, at no additional cost or expense to Receiving Company; provided, Receiving Company must promptly advise Providing Company of any such error or omission of which it becomes aware after having used reasonable efforts to detect any such errors or omissions in accordance with the standard of care set forth in Section 6.1;

(b) for failure to deliver any Service because of Impracticability, shall be to use reasonable efforts, subject to Section 7.3, to make the Services available and/or to resume performing the Services as promptly as reasonably practicable;

(d) for failure to complete any of the Services related to replication or transfer of System(s) because of Impracticability, shall be to use reasonable efforts, subject to Section 7.3, to make the Systems available to Receiving Company from a Providing Company facility until Providing Company can resume replication or transfer activities or until the parties devise an appropriate alternative approach pursuant to Section 6.6.

pursuant to Section 6.6 or because of Impracticability, the parties shall cooperate to determine the best alternative approach. Until such alternative approach is found or the problem otherwise resolved to the satisfaction of the parties, the Providing Company shall use reasonable efforts, subject to Section 7.2 and Section 7.3, to continue providing the Service or, in the case of Systems, to support the function to which the System relates or permit Receiving Company to have access to the System so Receiving Company can support the function itself. To the extent an agreed upon alternative approach requires payment above and beyond that which is included in the Providing Company's charge for the Service in question, the parties shall share equally in making any such payment unless they otherwise agree in writing.

11.2 This Agreement and the performance of this Agreement will not affect the ownership of any copyrights or other intellectual property rights allocated in the Ancillary Agreements.

11.3 Neither party will gain, by virtue of this Agreement, any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by the other.

11.4 Except as set forth in Section 11.2, Providing Company will own all copyrights, patents, trade secrets, trademarks and other intellectual property rights subsisting in the Software Deliverables and other works developed by Providing Company for purposes of this Agreement.

11.5 Receiving Company grants Providing Company a non-exclusive, worldwide, royalty-free license to use, copy, and make derivative works of, distribute, display, perform and transmit Providing Company's pre-existing copyrighted works or other intellectual property rights solely to the extent necessary to perform its obligations under this Agreement.

express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

if to HP:
c/o HP Company
3000 Hanover Street
Palo Alto, CA 94304
Attention: General Counsel
Telecopy: (650)

if to Agilent:

c/o Agilent Technologies, Inc.
3000 Hanover Street
Palo Alto, CA 94304

Attention: General Counsel
Telecopy: (650)

or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person will be deemed effective upon delivery. Any notice or communication sent by telecopy or by air courier will be deemed effective on the first business day at the place at which such notice or communication is received following the day on which such notice or communication was sent. Any notice or communication sent by registered or certified mail will be deemed effective on the third business day at the place from which such notice or communication was mailed following the day on which such notice or communication was mailed. As used in this Agreement, "business day" means day other than a Saturday, a Sunday or a day on which banking institutions located in the State of California are authorized or obligated by law or executive order to close.

exercise of any such right preclude other or further exercise of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives.

HEWLETT-PACKARD COMPANY

By:
Title:

AGILENT TECHNOLOGIES, INC.

By:
Title:

EXHIBIT 2.10

Real Estate Matters Agreement

between

Hewlett-Packard Company

and

Agilent Technologies, Inc.

______________, 1999

                               TABLE OF CONTENTS
                                                                                 Page
                                                                                 ----
ARTICLE I PROPERTY IN THE UNITED STATES..........................................   1

  Section 1.1   Owned Property...................................................   1
  Section 1.2   Leased Property..................................................   1
  Section 1.3   Sublease Properties..............................................   2
  Section 1.4   New Lease Properties.............................................   2
  Section 1.5   Obtaining the Lease Consents.....................................   2
  Section 1.6   Occupation by Agilent............................................   3
  Section 1.7   Obligation to Complete...........................................   4
  Section 1.8   Form of Transfer.................................................   5
  Section 1.9   Casualty; Lease Termination......................................   6
  Section 1.10  Tenant's Fixtures and Fittings...................................   6
  Section 1.11  Services.........................................................   6
  Section 1.12  Adjustments......................................................   6
  Section 1.13  Costs............................................................   7

ARTICLE II PROPERTY OUTSIDE THE UNITED STATES....................................   7

ARTICLE III MISCELLANEOUS........................................................   8

  Section 3.1   Entire Agreement.................................................   8
  Section 3.2   Governing Law....................................................   8
  Section 3.3   Notices..........................................................   8
  Section 3.4   Parties in Interest..............................................   8
  Section 3.5   Counterparts.....................................................   8
  Section 3.6   Binding Effect; Assignment.......................................   8
  Section 3.7   Severability.....................................................   9
  Section 3.8   Failure or Indulgence Not Waiver.................................   9
  Section 3.9   Amendment........................................................   9
  Section 3.10  Authority........................................................   9
  Section 3.11  Interpretation...................................................   9

ARTICLE IV DEFINITIONS...........................................................   9

REAL ESTATE MATTERS AGREEMENT

This Real Estate Matters Agreement (this "Agreement") is entered into on _________, 1999 between Hewlett-Packard Company, a Delaware corporation ("HP"), and Agilent Technologies, Inc., a Delaware corporation ("Agilent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

RECITALS

WHEREAS, HP has transferred or will transfer to Agilent effective as of the Separation Date, substantially all of the business and assets of the Agilent Business owned by HP in accordance with the Master Separation and Distribution Agreement dated as of ____________, 1999 between the parties (the "Separation Agreement").

WHEREAS, the parties desire to set forth certain agreements regarding real estate matters.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

PROPERTY IN THE UNITED STATES

SECTION 1.1 Owned Property

(a) HP shall convey or cause its applicable Subsidiary to convey each of the Owned Properties (together with all rights and easements appurtenant thereto) to Agilent, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Ancillary Agreements. Such conveyance shall be completed on the Separation Date.

(b) Subject to the completion of the conveyance to Agilent of the relevant Owned Property, with respect to each Owned Property which is a Leaseback Property, Agilent shall grant to HP a lease of that part of the relevant Owned Property identified in the Colocation Sites Spreadsheet and HP shall accept the same. Such lease shall be completed immediately following completion of the transfer of the relevant Owned Property to Agilent.

SECTION 1.2 Leased Property

(a) HP shall assign or cause its applicable Subsidiary to assign, and Agilent shall accept and assume, HP's or its Subsidiary's interest in the Leased Properties, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Ancillary Agreements. Such assignment shall be completed on the later of: (i) the Separation Date; and (ii) the earlier of (A) the tenth (10th) business day after the relevant Lease Consent has been granted and (B) the date agreed upon by the parties in accordance with Section 1.7(a) below.

(b) Subject to the completion of the assignment to Agilent of the relevant Leased Property, with respect to each Leased Property which is also a Leaseback Property, Agilent shall grant to HP a sublease of that part of the relevant Leased Property identified in the Colocation Sites Spreadsheet and HP shall accept the same. Such sublease shall be completed immediately following completion of the transfer of the relevant Leased Property to Agilent.

SECTION 1.3 Sublease Properties

HP shall grant or cause its applicable Subsidiary to grant to Agilent a sublease of that part of the relevant Sublease Property identified in the Colocation Sites Spreadsheet and Agilent shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Ancillary Agreements. Such sublease shall be completed on the later of:
(a) the Separation Date; and (b) the earlier of (i) the tenth (10th) business day after the relevant Lease Consent has been granted and (ii) the date agreed upon by the parties in accordance with Section 1.7(a) below.

SECTION 1.4 New Lease Properties

HP shall grant or cause its applicable Subsidiary to grant to Agilent a lease of those parts of the New Lease Properties identified in the Colocation Sites Spreadsheet and Agilent shall accept the same, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the other Ancillary Agreements. Such lease shall be completed on the Separation Date.

SECTION 1.5 Obtaining the Lease Consents

(a) Except with respect to any Properties which the parties agree should be dealt with by the Service Level Agreements referred to in Section 1.11 below, HP confirms that, with respect to each Leased Property, Sublease Property and Leaseback Property which is a Leased Property, an application has been made or will be made by the Separation Date to the relevant Landlord for the Lease Consents required with respect to the transactions contemplated by this Agreement.

(b) HP and Agilent will each use their reasonable commercial efforts to obtain the Lease Consents, but HP shall not be required to commence judicial proceedings for a declaration that a Lease Consent has been unreasonably withheld or delayed, nor shall HP be required to pay any consideration in excess of that required by the Relevant Lease or that which is typical in the open market to obtain the relevant Lease Consent.

(c) Agilent and HP will promptly satisfy the lawful requirements of the Landlord, and Agilent will take all steps to assist HP in obtaining the Lease Consents, including, without limitation:

(i) if properly required by the Landlord, entering into an agreement with the relevant Landlord to observe and perform the tenant's obligations contained in the Relevant Lease throughout the remainder of the term of the Relevant Lease, subject to any statutory limitations of such liability;

(ii) if properly required by the Landlord, providing a guarantee, surety or other security (including, without limitation, a security deposit) for the obligations of Agilent as tenant under the Relevant Lease, and otherwise taking all steps which are necessary and which Agilent is capable of doing to meet the lawful requirements of the Landlord so as to ensure that the Lease Consents are obtained; and

(iii) using all reasonable commercial efforts to assist HP with obtaining the Landlord's consent to the release of any guarantee, surety or other security which HP or its Subsidiary may have previously provided to the Landlord and, if required, offering the same or equivalent security to the Landlord in order to obtain such release.

Notwithstanding the foregoing, (1) except with respect to guarantees, sureties or other security referenced in Section 1.5(c)(ii) above, Agilent shall not be required to obtain a release of any obligation entered into by HP or its Subsidiary with any Landlord or other third party with respect to any Property and (2) Agilent shall not communicate directly with any of the Landlords unless Agilent can show HP reasonable grounds for doing so.

(d) If, with respect to any Leased Properties, HP and Agilent are unable to obtain a release by the Landlord of any guarantee, surety or other security which HP or its Subsidiary has previously provided to the Landlord, Agilent shall indemnify, defend, protect and hold harmless HP and its Subsidiary from and after the Separation Date against all losses, costs, claims, damages, or liabilities incurred by HP or its Subsidiary as a result of such guarantee, surety or other security.

SECTION 1.6 Occupation by Agilent

(a) Subject to compliance with Section 1.6(b) below, in the event that the Actual Completion Date for any Leased Property or Sublease Property does not occur on the Separation Date, Agilent shall, commencing on the Separation Date, be entitled to occupy and receive the rental income from the relevant Property (except to the extent that the same is a Retained Part) as a licensee upon the terms and conditions contained in HP's Lease (as to Leased Properties) or upon the terms and conditions contained in the Sublease Form (as to Sublease Properties). Such license shall not be revocable prior to the date for completion as provided in Sections 1.2(a) and 1.3 unless an enforcement action or forfeiture by the relevant Landlord due to Agilent's occupation of the Property constituting a breach of HP's Lease cannot, in the reasonable opinion of HP, be avoided other than by requiring Agilent to immediately vacate the relevant Property, in which case HP may by notice to Agilent immediately require Agilent to vacate the relevant Property. Agilent will be responsible for all costs, expenses and liabilities incurred by HP or its applicable Subsidiary as a consequence of such occupation, except for any losses, claims, costs, demands and liabilities incurred by HP or its Subsidiary as a result of any enforcement action taken by the Landlord against HP or its Subsidiary with respect to any breach by HP or its Subsidiary of the Relevant Lease in permitting Agilent to so occupy the Property without obtaining the required Lease Consent, for which HP or its Subsidiary shall be solely responsible. Agilent shall not be entitled to make any claim or demand against, or obtain reimbursement from, HP or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Agilent as a consequence of being obliged to vacate the Property or in obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Agilent.

(b) In the event that the Actual Completion Date for any Leased Property or Sublease Property does not occur on the Separation Date, whether or not Agilent occupies a Property as licensee as provided in Section 1.6(a) above, Agilent shall, effective as of the Separation Date, (i) pay HP all rents, service charges, insurance premiums and other sums payable by HP or its applicable Subsidiary under any Relevant Lease (as to Leased Properties) or under the Sublease Form (as to Sublease Properties), (ii) observe the tenant's covenants, obligations and conditions contained in HP's Lease (as to Leased Properties) or in the Sublease Form (as to Sublease Properties) and (iii) indemnify, defend, protect and hold harmless HP and its applicable Subsidiary from and against all losses, costs, claims, damages and liabilities arising on account of any breach thereof by Agilent.

(c) HP shall supply promptly to Agilent copies of all invoices, demands, notices and other communications received by HP or its or its applicable Subsidiaries or agents in connection with any of the matters for which Agilent may be liable to make any payment or perform any obligation pursuant to Section 1.6(b), and shall, at Agilent's cost, take any steps and pass on any objections which Agilent may have in connection with any such matters. Agilent shall promptly supply to HP any notices, demands, invoices and other communications received by Agilent or its agents from any Landlord while Agilent occupies any Property without the relevant Lease Consent.

SECTION 1.7 Obligation to Complete

(a) If, with respect to any Leased Property or Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, HP and Agilent shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below.

(b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.7(a), HP may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the

Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If HP makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 1.6 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, HP shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 1.3.

(c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 1.7(a) and HP does not make an election pursuant to
Section 1.7(b) above, HP may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by HP (the "Notice Date"), in which case Agilent shall vacate the relevant Property on the Notice Date but shall indemnify HP and its applicable Subsidiary from and against all costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Separation Date to and including the later of the Notice Date and date on which Agilent vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by HP or its Subsidiary with respect to any enforcement action taken by the Landlord against HP or its Subsidiary with respect to any breach by HP or its Subsidiary of the Relevant Lease in permitting Agilent to so occupy the Property without obtaining the required Lease Consent. Agilent shall not be entitled to make any claim or demand against or obtain reimbursement from HP or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Agilent as a consequence of being obliged to vacate the Property or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Agilent.

SECTION 1.8 Form of Transfer

(a) The transfer or assignment to Agilent of each relevant Owned Property and Leased Property shall be in substantially the form attached in Schedule 1 or 2, as applicable, with such amendments as are reasonably required by HP with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Agilent contained in the relevant Lease Consent or any other document which Agilent is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Agilent and any guarantor or surety of Agilent's obligations of direct obligations to HP or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject.

(b) The subleases to be granted to Agilent with respect to the Sublease Properties shall be substantially in the form of the Sublease Form and shall include such amendments which in the reasonable opinion of HP are necessary with respect to a particular Property or the relevant Lease Consent. Such amendments shall be submitted to Agilent for approval, which approval shall not be unreasonably withheld or delayed.

(c) The leases and subleases to be granted by Agilent to HP with respect to the Leaseback Properties shall be substantially in the form of the Lease Form or the Sublease Form, as applicable, with such amendments as are, in the reasonable opinion of HP, necessary with respect to a particular Property. Such amendments shall be submitted to Agilent for approval, which approval shall not be unreasonably withheld.

(d) The leases to be granted to Agilent with respect to the New Lease shall be substantially in the form of the Lease Form and shall include such amendments which in the reasonable opinion of HP are necessary with respect to a particular Property. Such amendments shall be submitted to Agilent for approval, which approval shall not be unreasonably withheld or delayed.

SECTION 1.9 Casualty; Lease Termination

The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to HP's obligations in Section 5.6 of the Separation Agreement, in the event that HP's Lease with respect to a Leased Property or a Sublease Property is terminated prior to the Separation Date, (a) HP shall not be required to assign or sublease such Property, (b) Agilent shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.

SECTION 1.10 Tenant's Fixtures and Fittings

The provisions of the Separation Agreement and the other Ancillary Agreements shall apply to any trade fixtures and personal property located at each Property (excluding any trade fixtures and personal property owned by third parties).

SECTION 1.11 Services

(a) HP and Agilent each agree that, on or about the Separation Date, they shall each enter into a Service Level Agreement with the other whereby, with respect to each of the Sublease Properties, the New Lease Properties and the Leaseback Properties, each party shall agree to supply to, or perform for the benefit of, the other party (and the other party shall accept) such Real Estate Services as each party currently supplies to or performs for the benefit of the other with respect to such Properties, on the same terms and conditions as currently apply, and at the cost and other terms as set forth in the Service Level Agreements.

(b) Notwithstanding anything to the contrary herein, the parties agree and acknowledge that there may be circumstances in which the parties mutually agree that a formal lease or sublease will not be entered into in order to establish shared occupancy of a Property, in which case such occupancy shall be (and the Service Level Agreement referenced in Section 1.11(a) above shall provide that the applicable party may occupy the relevant Property) on the terms and conditions set forth in Sections 2-28 of the Lease Form or the terms and conditions set forth in Sections 3 through the first sentence of Section 17 of the Sublease Form, respectively.

SECTION 1.12 Adjustments