ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is entered into as of October 16, 2006 by and between Science Applications International Corporation, a Delaware corporation (“Old SAIC”) and SAIC, Inc., a Delaware corporation (“New SAIC”).

RECITALS

WHEREAS, Old SAIC, New SAIC and SAIC Merger Sub, Inc. are parties to a certain Agreement and Plan of Merger, as amended and restated as of July 24, 2006 (“the Merger Agreement”), pursuant to which (i) Old SAIC will become a wholly-owned subsidiary of New SAIC and (ii) each share of outstanding Old SAIC common stock will be converted into the right to receive shares of New SAIC class A preferred stock;

WHEREAS, in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated thereby, Old SAIC and New SAIC have agreed that New SAIC will assume and agree to perform certain obligations of Old SAIC, which obligations include those with respect to the agreements listed on Schedule A hereto (collectively, the “Assumed Agreements”);

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Old SAIC and New SAIC hereby agree as follows:

ASSIGNMENT AND ASSUMPTION