Exhibit 2.7

INTELLECTUAL PROPERTY MATTERS AGREEMENT

DATED AS OF [●]

by and between

DXC TECHNOLOGY COMPANY

and

PERSPECTA INC.

CONTENTS

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [ 🌑 ], 2017 (the “Effective Date”), by and between [Delta], a Nevada corporation (“Delta”), and [Ultra], a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS:

NOW, THEREFORE, in consideration of and subject to the premises and the mutual agreements, terms and conditions herein contained, the benefits to be derived therefrom and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed in the Separation and Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Acquiring Person” shall have the meaning set forth in Section 7.3(a) of this Agreement.

“Affiliate” shall have the meaning set forth in the Separation and Distribution Agreement.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Applicable Licensed Product Items” shall mean, with respect to each Licensed Product, the Licensed Product Items if and to the extent indicated on Schedule 1.1(a).

“Applicable Licensor” shall mean Delta or Ultra in its capacity as a licensor under this Agreement, as applicable.

“Applicable Security Laws and Regulations” shall mean regulations and policies promulgated by the Defense Security Service, including the National Industrial Security Program Operating Manual (NISPOM), established by Executive Order 12829, and analogue guidance from United States federal government intelligence agencies.

“Change of Control” shall mean the sale of all or substantially all of the assets of Ultra; any merger, consolidation or acquisition of Ultra with, by or into another corporation or other entity; any change in the ownership of more than fifty percent (50%) of the voting capital stock of Ultra or of any corporation of other entity controlling Ultra in one or more related transactions of the like.

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“Confidential Information” shall have the meaning set forth in the Separation and Distribution Agreement.

“Contract” shall have the meaning set forth in the Separation and Distribution Agreement.

“Contractor” shall mean any contractor, subcontractor or provider of outsourcing services to Ultra or a Ultra Subsidiary in relation to the Ultra Business that requires the right to use the Licensed Products or Licensed Product Items on behalf of Ultra or a Ultra Subsidiary in order to perform a Customer Contract.

“Customer” shall mean any Person who receives, directly or indirectly, goods and/or services from Ultra or any Ultra Subsidiary in connection with the operation of the Ultra Business and shall exclude (for the avoidance of doubt) any Contractor.

“Customer Contract” shall mean any contract, including all task and delivery orders issued thereunder, assumed or entered into between Ultra or any Ultra Subsidiary, on the one hand, and a Customer, on the other hand, in connection with the Ultra Business.

“Delta” shall have the meaning set forth in the preamble to this Agreement.

“Delta Business” shall have the meaning set forth in the Separation and Distribution Agreement.

“Delta Field” shall have the meaning set forth in the Separation and Distribution Agreement.

“Delta Improved Imminent IP” shall mean Improvements made to Imminent Ultra IP by Delta during the Term and owned by Delta.

“Delta Indemnitee” shall have the meaning set forth in Section 9.2 of this Agreement.

“Delta Legacy Products and Offerings” shall mean software products and offerings (including, whether or not part of any Ultra or Delta offering) any related documentation, code, materials and other components and the underlying Intellectual Property Rights therein) developed or acquired by Delta prior to April 1, 2017 or by the Delta Business (including, but not limited to, such products and offerings acquired through corporate acquisitions/collaborations by Delta regardless of date, such as Tribridge or Racemi) and which are used in the conduct of the Ultra Business as of the date of this Agreement, including any Improvements made by the Ultra Business to such Delta Legacy Products, but not including the Distributed Products. “Delta Licensed Know-How” shall mean the information, ideas, knowledge, skill and experience owned by Delta or a Delta Subsidiary as of the Effective Date whether or not proprietary or patentable, or public or confidential, and whether stored or transmitted in oral, documentary, electronic or other form and excluding, for the avoidance of doubt, any Restricted IP, Licensed Products, Licensed Product Items, Licensed Mark and Delta Legacy Products.

“Delta Proprietary Items” shall mean the Licensed Products, the Licensed Product Items, the Delta Licensed Know-How, Distributed Products, Delta Legacy Products, Delta Improved Imminent IP and the Licensed Marks and any databases and Software a part of or ancillary thereto, any update, modification, enhancement, derivative work, data format, engine, platform, program, method of processing, graphical user interface, technique, procedure, concept, form, image, documentation, specification, development language, development tool, design, flow chart, instructional material, user booklet, printouts, or other written or machine-readable materials that are a part of or ancillary to the Licensed Products, the Licensed Product Items, the Delta Licensed Know-How, Distributed Products, Delta Legacy Products, Delta Improved Imminent IP and the Licensed Marks and also includes all copyrights, trademarks, trade secrets, patents and other intellectual property right subsisting in or covering any of them.

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“Delta Subsidiary” shall mean any direct or indirect wholly owned subsidiary of Delta.

“DFARS” shall mean the U.S. Department of Defense Federal Acquisition Regulation Supplement.

“Distributed Products” shall mean software products in existence and owned by Delta or a Delta Subsidiary as of the Effective Date (including any related documentation and materials) that are distributed in binary form to Customers or are distributed by Delta in binary form to its customers that Ultra reasonably requires to conduct the Ultra Business at any time after the Effective Date, other than the Licensed Products.

“Distribution” shall have the meaning set forth in the Separation and Distribution Agreement.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Employee Matters Agreement” shall have the meaning set forth in the Separation and Distribution Agreement.

“Enforcement Action” shall have the meaning set forth in Section 2.6 of this Agreement.

“Export Control Laws and Regulations” shall mean trade controls found at 22 U.S.C. 2778 of the Arms Export Control Act (“AECA”) Executive Order 13637, the International Traffic in Arms Regulations (“ITAR”) 22 CFR 120-130 Executive Order 13556, and DFARS 252.204-7000 Disclosure of Information and similar special clauses inserted in United States federal government contracts to which Ultra or a Ultra Subsidiary is a party or that have been passed through to Ultra or a Ultra Subsidiary as a subcontractor and that require United States government contracting officer consent prior to disclosure to Third Parties of unclassified documents subject to disclosure restrictions.

“FAR” shall mean the U.S. Federal Acquisition Regulation.

“Governmental Entity” shall have the meaning set forth in the Separation and Distribution Agreement.

“Imminent Ultra IP” shall mean any Intellectual Property Rights acquired (whether by merger, consolidation, stock or asset purchase or other similar transaction) by Ultra or an Ultra Subsidiary or developed (including by way of improvement) by Ultra or a Ultra Subsidiary without making use of any Delta Proprietary Items, in each case within six (6) months after the Effective Date, excluding all Intellectual Property Rights of Vector, Kodiak and their respective direct and indirect Subsidiaries.

“Imminent Ultra IP License” shall have the meaning set forth in Section 4.1(a) of this Agreement.

“Improvements” shall mean, with respect to any Licensed Product, Licensed Product Items, Imminent Ultra IP, Ultra-Owned Products, Ultra Intellectual Property, Distributed Products and Delta Legacy Products, Vector and Kodiak Intellectual Property, all derivative works of such Licensed Product, Licensed Product Items, Distributed Products, Ultra-Owned Products, Vector and Kodiak Intellectual Property, Ultra Intellectual Property, Delta Legacy Products or Imminent Ultra IP as well as all inventions, modifications, improvements, fixes, enhancements and/or updates made to or derived therefrom, in each case whether or not any of the foregoing is entitled to protection under applicable Law.

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“Intellectual Property Rights” shall mean all intellectual property, proprietary and industrial property rights of any kind worldwide, including all (i) patents, patent applications, inventions and invention disclosures and utility models, (ii) Trademarks, (iii) copyrights and copyrightable subject matter, including software, code, algorithms, databases, compilations and documentation, (iv) technology, trade secrets, know-how, processes, formulae, models, methodologies, discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, diagrams, models and prototypes, (v) moral rights and rights of privacy and publicity, (vi) all registrations, applications, continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, renewals, extensions and foreign counterparts thereof and (vii) all rights and remedies against infringement, misappropriation, or other violation of the foregoing.

“Know-How License” shall have the meaning set forth in Section 2.3(a) of this Agreement.

“Kodiak” shall mean [ 🌑 ]

“Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Entities having the effect of law of the United States of America, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Entity thereof.

“License Year” shall mean the twelve (12)-month period commencing on the Effective Date and extending through the corresponding date in the following year and each subsequent twelve (12)-month period thereafter during the Term.

“Licensed Marks” shall have the meaning set forth in Section 2.4(a) of this Agreement.

“Licensed Product Configuration Software” shall mean the code owned by Delta or its controlled Affiliates that, together with the applicable Third Party Software licensed directly by Ultra from such Third Party, is used to create a Licensed Product, including scripts, configuration files, blueprints and Delta proprietary Software.

“Licensed Product Documentation” shall mean the offering and/or service descriptions, installation and instructional guides and training materials generally provided by Delta to clients for use in connection with a Licensed Product.

“Licensed Product Items” shall mean the Licensed Product Configuration Software, Licensed Product Documentation, Licensed Product Sales Materials and Licensed Product Specifications, collectively.

“Licensed Product Sales Materials” shall mean sales and marketing materials generally provided by Delta to its internal sales personnel for use in connection with the Licensed Products, including pricing information as indicated on Schedule 1.1(b).

“Licensed Product Specifications” shall mean the technical description and specifications of the Licensed Products that Delta uses to build and support the Licensed Products, but that are not provided to Delta clients or resellers.

“Licensed Products” shall mean only such Software (inclusive of binaries, APIs, libraries, scripts, patches, configuration files, examples and documentation) and other products and services as listed on Schedule 1.1(a), collectively, developed by and used in the conduct of the Ultra Business as of the date of this Agreement, but not including the Distributed Products or the Delta Legacy Products. In no event shall the Licensed Products include any Software, Technical Data or other materials (or the Intellectual Property rights protecting them) developed or acquired, in whole or in part, by Delta.

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“Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by a Delta Indemnitee or a Ultra Indemnitee.

“Party” and “Parties” shall have the meaning set forth in the preamble to this Agreement.

“Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“Pre-COC Subsidiaries” shall have the meaning set forth in Section 7.3(a) of this Agreement.

“Products License” shall have the meaning set forth in Section 2.1(a) of this Agreement.

“Recoveries” shall have the meaning set forth in Section 2.6 of this Agreement.

“Restricted IP” shall mean all Intellectual Property Rights relating exclusively to, used exclusively in, or arising exclusively from those products or services set forth on Schedule 1.1(e).

“Restricted IP Assignment” shall have the meaning set forth in Section 3.1(a).

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Shared Field” shall have the meaning set forth in the Separation and Distribution Agreement.

“Software” shall mean any software whether in source code or object code, including application software, instructions for controlling the operation of a central processing unit or computer, firmware, middleware, mobile digital applications, assemblers, applets, compilers and binary libraries, but specifically excluding any licensed Third Party software.

“Tax” shall mean all income, excise, gross receipts, ad valorem, value-added, sales, use, employment, franchise, profits, gains, property, transfer, use, payroll, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax authority with respect thereto.

“Technical Data” shall mean recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.

“Term” shall have the meaning set forth in Section 5.1 of this Agreement.

“Third Party” shall mean any Person who is not a Party to this Agreement.

“Third Party Reimbursement Fee” shall mean all out-of-pocket fees and other costs payable to Third Parties by Delta or Delta Subsidiaries as a result of the creation of a copy of any Licensed Product.

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“Trademarks” shall mean trademarks, service marks, corporate names, trade names, domain names, logos, slogans, designs, social media identifiers, trade dress and other designations of source or origin, together with the goodwill symbolized by any of the foregoing.

“Trademarks License” shall have the meaning set forth in Section 2.4(a) of this Agreement.

“Ultra” shall have the meaning set forth in the preamble to this Agreement.

“Ultra Business” shall have the meaning set forth in the Separation and Distribution Agreement.

“Ultra Field” shall have the meaning set forth in the Separation and Distribution Agreement.

“Ultra Indemnitee” shall have the meaning set forth in Section 9.1 of this Agreement.

“Ultra Intellectual Property” shall mean any Intellectual Property Rights owned by Ultra pursuant to the Separation and Distribution Agreement, excluding any Imminent Ultra IP.

“Ultra Licensed Know-How” shall mean the information, ideas, knowledge, skill and experience owned by Ultra or an Ultra Subsidiary as of the Effective Date whether or not proprietary or patentable, or public or confidential, and whether stored or transmitted in oral, documentary, electronic or other form and excluding, for the avoidance of doubt, any Ultra-Owned Products, Ultra Intellectual Property and Imminent Ultra IP.

“Ultra-Owned Products” shall mean those products listed as “Ultra Owned Products” on Schedule 1.1(c).

“Ultra Personnel” shall mean employees, officers and directors of Ultra or any Ultra Subsidiary engaged in the Ultra Business. Ultra Personnel shall be deemed to exclude all Customers, resellers, distributors or other Persons performing similar functions and any employees, partners, authorized agents and representatives of any such Persons but shall include (for the avoidance of doubt) any Contractor.

“Ultra Security and Digital Protection Services Business” shall mean the Ultra business providing services relating to security and protection of digital enterprises and assets, networks and devices and users thereof.

“Ultra Subsidiary” shall mean any direct or indirect subsidiary of Ultra that is controlled by Ultra.

“Unlicensed Marks” shall mean all Trademarks owned by Delta or its controlled Affiliates other than the Licensed Marks.

“Vector” shall mean [ 🌑 ]

“Vector and Kodiak IP” shall mean the Intellectual Property owned by Vector, Kodiak or a Vector or Kodiak subsidiary as of the Effective Date.

“Vector Labs” shall mean the business currently operated by Vector under that name engaged primarily in communications and information research and engineering.

“Virginia Courts” shall have the meaning set forth in Section 12.14 of this Agreement.

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References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

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any action, that would prevent such assignment and sale. Ultra shall promptly upon request by Delta execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta of all right (including all Intellectual Property Rights), title and interest in and to any Delta Proprietary Items.

Ultra agrees to notify Delta in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or a Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in

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connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta to join as a party any Enforcement Action brought by Ultra.

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For purposes of this Section 2.7(a), Delta Proprietary Items shall include, with respect to Delta Licensed Know-How, only that Delta Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by Delta or a Delta Subsidiary as of the Effective Date.

Ultra shall comply with the terms of the license agreements governing Third Party vendor materials incorporated into any of the Licensed Products or Licensed Product Items as and to the extent Delta so notifies Ultra in writing from time to time. None of the licenses or rights to sublicense granted hereby include any license to or right to sublicense the Intellectual Property Rights of any Third Party, unless and only to the extent Delta is authorized to provide such license or right to sublicense to Ultra. Ultra acknowledges and agrees that Ultra shall seek any license to or right to sublicense any Intellectual Property Rights of a Third Party in the Delta Proprietary Items from such Third Party.

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Delta hereby grants to Ultra a non-exclusive, perpetual, non-transferrable, non-assignable, royalty-free, fully paid-up right and license to access, use, copy, make Improvements to and sublicense to end users, any Ultra Subsidiary and any Contractor, any Delta Improved Imminent Ultra IP. During the Term, this license to Delta Improved Imminent IP License shall be limited solely to outside the Delta Field.

To the extent any Distributed Products are, as of the date of this Agreement, distributed/resold by Ultra to Customers (either on a standalone basis or as part of an offering or software platform), Ultra shall have the right to continue distribute or resell such Distributed Products only in accordance with a separate distribution/reseller agreement or other comparable arrangement entered into with Delta permitting such resale, distribution or use which shall be negotiated in good faith by the Parties on a commercially reasonable arms’ length basis.

To the extent any Delta Legacy Products are, as of the date of this Agreement, used by Ultra in the conduct of the Ultra Business and Ultra desires to continue using such Delta Legacy Products or the Intellectual Property embodied therein, Ultra shall so inform Delta and the Parties shall subsequently negotiate in good faith the terms and conditions of a license agreement permitting such use by Ultra on commercially reasonable arms’ length terms.

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4.2 Grant of Know-How License

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(i) Vector Labs, including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how; and

(ii) The Ultra Security and Digital Protection Services Business including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how.

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The Term of this Agreement (the “Term”) shall commence as of the Effective Date and continue through the fifth (5th) anniversary of the Effective Date unless terminated earlier pursuant to Section 11.

Each Party shall be responsible for all Taxes imposed on such Party under applicable Law. In no event shall any Party be responsible for Taxes on or measured by net income of the other Party. The Parties shall cooperate with each other to furnish such forms and certificates that they are legally entitled to furnish to eliminate or reduce Taxes on payments described herein. No Party shall be required to “gross up” the other party for Taxes imposed through withholding or deduction. To the extent any Party is required under applicable Law to collect sales, use or similar taxes from the other Party, the Party required to collect such taxes shall separately state the applicable sales, use or similar tax on an invoice rendered to the other Party.

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Delta will indemnify, defend and hold harmless Ultra, and each of Ultra’s controlled Affiliates and Ultra’s and its controlled Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“Ultra Indemnitees”) from and against any and all Losses incurred by any Ultra Indemnitee as a direct result of any claim by a Third Party that is not a Ultra Affiliate that Ultra’s use of any Improvements to the Licensed Products provided by Delta pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) Ultra’s modification of the Licensed Products or combination by Ultra of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) Ultra’s use of such Licensed Products other than as permitted under this Agreement, (iii) Ultra’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent Ultra was notified that the update cured an infringement, (iv) changes to the

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Licensed Products made by Delta at the direction of Ultra, (v) any open source software included in the Licensed Products or used by Ultra or an end user in connection with the Licensed Products, or (vi) any portion of the Licensed Products that is owned by a Third Party.

Ultra will indemnify, defend and hold harmless Delta, and each of Delta’s Affiliates and Delta’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“Delta Indemnitees”) from and against any and all Losses incurred by any Delta Indemnitee as a direct result of any claim by a Third Party that is not a Delta Affiliate (a) arising from or relating to Ultra’s, Ultra Subsidiaries’ or any end user’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Ultra to an end user to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product Documentation, and/or marketing materials provided by Delta or (b) that Delta’s use of any Improvements to the Licensed Products provided by Ultra pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) Delta’s modification of the Licensed Products or combination by Delta of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) Delta’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent Delta was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Ultra at the direction of Delta, (iv) any open source software included in the Licensed Products or used by Delta or its customers in connection with the Licensed Products or (v) any portion of the Licensed Products that is owned by a Third Party.

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The Parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of Sections 2, 4, or 10 of this Agreement by a Party or any of its Subsidiaries and that the other Party shall, in addition to any other rights it may have at Law or in equity, be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach (and the Party in breach shall not raise the defense of an adequate remedy at Law) without the posting of a bond or other form of assurance or surety.

EXCEPT WITH RESPECT TO (a) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8.1(a) WITH RESPECT TO THIRD PARTY CLAIMS, (b) EITHER PARTY’S INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER OR USE OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER IN ANY MANNER OR FOR ANY PURPOSE OR APPLICATION NOT EXPRESSLY PERMITTED BY THIS AGREEMENT, (c) EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, OR (d) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COSTS, OR FOR LOST OR DAMAGED DATA OR LOSS OF PROFIT OR GOODWILL, WHETHER FORESEEABLE OR NOT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

All Confidential Information submitted or disclosed by one Party to the other Party in connection with this Agreement shall be governed by the confidentiality obligations set forth in Section 8.5 of the Separation and Distribution Agreement. For purposes of this Agreement, Confidential Information of Delta shall include all Delta Proprietary Items.

Each Party shall require its sublicensees and cause its Affiliates and its and their employees, authorized agents and representatives to comply with the provisions set forth in this Agreement and shall be deemed for purposes of this Agreement to have taken the actions and inactions of the same in connection thereto.

This Agreement may only be terminated if:

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and such Party notifies the other Party of its election to terminate this Agreement.

Upon the termination of this Agreement or the expiration of the Term for any reason, the following shall survive: (a) any unsatisfied payment obligation or other right or remedy regardless of whether based on prior default or performance or otherwise, (b) any limitation on the scope, manner, method, or location of the exercise of rights in the Delta Proprietary Items, (c) any limitation, exclusion or waiver of warranties, remedy, liability or damages, (d) any obligation of confidentiality, nondisclosure, return of data or materials, or singular obligation to the extent that the obligation was created by the terms of this Agreement, (e) any right for effectuating any of the aforesaid, (f) the right of Delta to receive any and all Improvements made or created from or based on the Licensed Products or any Licensed Product Items by or on behalf of Ultra or a Ultra Subsidiary following the Effective Date, and (g) the provisions of Sections 2, 3, 4, 8, 8.1(a), 10, 11 and 12, including the perpetual licenses granted herein.

In addition to the actions specifically provided for elsewhere in this Agreement, each Party agrees to execute or cause to be executed and to record or cause to be recorded such other agreements, instruments and other documents, and to take such other action, as reasonably necessary or desirable, to fully effectuate the license grants, assignment, intents and purposes of this Agreement.

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This Agreement shall not be construed to place the Parties in the relationship of legal representatives, partners, joint venturers or agents of or with each other. No Party shall have any power to obligate or bind the other Party in any manner whatsoever, except as specifically provided herein.

This Agreement may not be modified or amended, except by an agreement in writing signed by each of the Parties.

The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. This Agreement (including the Schedules) and the Separation and Distribution Agreement constitute the entire agreement between the Parties related to the subject matter of the Agreement and supersede all prior agreements, discussions and understandings between the Parties related to its subject matter.

If there is a conflict between any provision of this Agreement and the Separation and Distribution Agreement (or any other agreement referred to therein), the provisions of this Agreement will control.

This Agreement shall not be assignable by Ultra, in whole or in part, directly or indirectly, without the prior written consent of Delta, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided, however, that Ultra may assign this Agreement (a) to an Affiliate controlled by Ultra, or (b) to a purchaser of all or substantially all of the properties and assets of Ultra, in each case so long as such assignee expressly assumes, in a written instrument in form reasonably satisfactory to Delta, the due and punctual performance or observance of every agreement and covenant of this Agreement to be performed or observed on the part of Ultra. Notwithstanding the foregoing, because of its personal nature to Delta, the Trademarks License may not be assigned to any Person without the prior written consent of Delta, which consent may be withheld by Delta for any reason in its sole discretion. For the avoidance of doubt, this Agreement shall be assignable by Delta, in whole or in part, directly or indirectly, to any Person without restriction.

The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

This Agreement is solely for the benefit of the Parties and their respective Affiliates and shall not be deemed to confer upon any Third Party any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement, except that any Ultra Indemnitees or Delta Indemnitees shall be intended third-party beneficiaries of Section 8.1(a) of this Agreement.

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All notices, requests, claims, demands and other communications under this Agreement shall be made and delivered in conformity with Section 11.6 of the Separation and Distribution Agreement.

This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either Party. Moreover, drafts of the Agreement and Schedules shall not be taken into account in interpreting, or establishing the nature or limits of, a Party’s rights and obligations hereunder. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Notwithstanding anything herein to the contrary, all rights granted herein and hereby shall be construed so as to permit or require only such action and/or use that is in compliance with Applicable Security Laws and Regulations. Notwithstanding the foregoing, the Parties shall comply with all applicable Export Control Laws and Regulations.

Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

A Party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the Party granting such waiver.

If any provision of this Agreement is determined by any court or Governmental Entity to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

This Agreement (and any claims or disputes arising out of or related thereto or to the transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed in accordance with the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. Subject to the provisions of Section 9 of the Separation and Distribution Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 9 of the Separation and Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.6 of the Separation and

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Distribution Agreement shall be effective service of process for any action, suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The procedures set forth in Section 9 of the Separation and Distribution Agreement shall apply to the resolution of all disputes arising under this Agreement.

From and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement that is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, 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, from and after the Effective Date, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Notwithstanding anything else herein, nothing in this Agreement shall require or have the effect of licensing or transferring any Intellectual Property Rights of an Applicable Licensor in violation or breach of any agreement with a Third Party in effect as of the date of this Agreement or which would restrict the ability of either Party to continue to commercialize under any subsisting contractual joint venture or teaming arrangement any offering in violation or breach thereof, (provided, however, that this provision shall not eliminate the obligation of Ultra to obtain necessary rights under agreements with Delta with respect to commercialization or distribution of any Delta Legacy Products and Distributed Products). In the event of such conflict the Parties agree to consult and agree on how best to effectuate the commercial intent of the Parties which is the subject of the conflict in a manner that does not contravene any Third Party agreements or current commercialization arrangements, including, by way of seeking to obtain consents or modifications to existing contractual arrangements.

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SIGNATORY

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.