the subject matter hereof.
To the extent that there is a conflict between this
License and such other agreements, this License shall govern.
13.2
INCORPORATION OF MISCELLANEOUS TERMS.
Article VIII of the Separation
Agreement is hereby incorporated into this Agreement by this reference.
13.3
DISPUTE RESOLUTION.
In the event of any controversy, dispute or claim
(a "Dispute") arising out of or relating to any party's rights or obligations
under this License (whether arising in contract, tort or otherwise) (including
the interpretation or validity of this License), such Dispute shall be resolved
in accordance with the dispute resolution process referred to in Article VII of
the Separation Agreement.
13.4
SPECIFIC PERFORMANCE.
Subject to Section 13.3, in the event of any
actual or threatened default in, or breach of, any of the terms, conditions and
provisions of this License, the party or parties who are or are to be thereby
aggrieved shall have the right to specific performance and injunctive or other
equitable relief (on an interim or permanent basis) of its rights under this
License, in addition to any and all other rights and remedies at law or in
equity, and all such rights and remedies shall be cumulative.
The parties agree
that the remedies at law for any breach or threatened breach, including monetary
damages, may be inadequate compensation for any loss and that any defense in any
action for specific performance that a remedy at law would be adequate is
waived.
Any requirements for the securing or posting of any bond with such
remedy are waived by each of the parties.
[SIGNATURE PAGE FOLLOWS]
E-20
IN WITNESSS WHEREOF, the parties have caused this Trademark License Agreement to
be duly executed.
AGILENT TECHNOLOGIES, INC.
By:
Sheila Barr Robertson
Senior Vice President, Corporate Development and Strategy
Date:
KEYSIGHT TECHNOLOGIES, INC.
By:
Ronald S. Nersesian
President and Chief Executive Officer
Date:
[Signature Page to the Trademark License Agreement]
Exhibit A
Licensed Marks
1.
"Agilent" - word mark
2.
"Agilent Technologies" - word mark
3.
"Spark (4-dot)" - graphic
4.
"Spark (3-dot)" - graphic
5.
"Agilent Signature" - composite word mark and graphic, and trade
dress element
E-22
Exhibit B
Agilent Identity System:
Product Labeling Standards
[g66972mg31i001.gif]
Click above graphic to open PDF.
E-23
Exhibit C
Unencapsulated Integrated Circuits
Part Number
Description
1NB4-5057
IC-ASIC 1NB4-5057 256-TBGA, Agilent Trade Restricted
1NB7-8453
Rattler PRE AMP, Agilent Trade Restricted
1NB7-8477
Rattler Preamp 50 OHM, Agilent Trade Restricted
1NG9-8201
Sperlin - External
1NG9-8202
Berlin - External
2AT9-8201
IC ASIC preamplifier 40-QFN - external
E-24
Exhibit D
Licensed Products subject to Long Term Exception
Part Number
Description
M9101A, M9102A, M9103A, M9120A, M9121A, M9122A, M9128A, M9130A, M9131A, M9132A,
M9133A, M9135A, M9146A, M9147A, M9148A, M9149A, M9150A, M9151A, M9152A, M9153A,
M9187A
Software/Firmware used in the "Pipeline" family of switch products.
M9330A, M9331A
Software/Firmware used in the Arbitrary Wafeform Generator
34921A, 34922A, 34923A, 34924A, 34925A, 34931A, 34932A, 34933A, 34934A, 34934C,
34937A, 34938A, 34939A, 34941A, 34942A, 34945A, 34945EXT, 34946A, 34947A,
34950A, 34951A, 34952A 34959A, 34980A, L4421A, L4433A, L4437A,