0001047469-06-007513 Sample Contracts

TAX SHARING AGREEMENT by and among AGILENT TECHNOLOGIES, INC. and VERIGY PTE., LTD.
Tax Sharing Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
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INDEMNITY AGREEMENT
Indemnity Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

This Indemnity Agreement, dated as of , is made by and between Verigy Ltd., a company organized under the laws of Singapore (the "Company"), and , a director, officer or key employee of the Company or one of the Company's subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the "Indemnitee").

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Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

LOAN AGREEMENT made on May 2006 BETWEEN Verigy Pte. Ltd. of No .1 Yishun Ave 7, Singapore (the Borrower); and Agilent Technologies Singapore (Sales) Pte Ltd, a Singapore company (the Lender).

EMPLOYEE MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY PTE. LTD. Dated as of [ • ], 2006
Employee Matters Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

THIS EMPLOYEE MATTERS AGREEMENT (the "Agreement"), is dated as of [ • ], 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Pte. Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

This Transition Services Agreement (together with Annex A hereto) and the Transition Agreements (as defined herein), collectively, this "Agreement") is entered into as of the day of June, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore ("Verigy").

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Verigy Pte. Ltd. • May 23rd, 2006 • Semiconductors & related devices

This letter is being sent to you to restate the terms of the special retention arrangement between Agilent Technologies, Inc. and you previously documented in the letter agreement between us dated August 31, 2005.

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Verigy Pte. Ltd. • May 23rd, 2006 • Semiconductors & related devices

This letter is being sent to you to restate the terms of the special retention arrangement between Agilent Technologies, Inc. and you previously documented in the letter agreement between us dated September 13, 2005.

INTELLECTUAL PROPERTY MATTERS AGREEMENT
Matters Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
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