0001047469-06-007586 Sample Contracts

MASTER SEPARATION AND DISTRIBUTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY PTE. LTD. Dated as of May , 2006
Master Separation and Distribution Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices • New York

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the "Agreement") is dated as of May , 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").

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GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY PTE. LTD. Dated as of [ • ], 2006
General Assignment and Assumption Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

This General Assignment and Assumption Agreement is dated as of June , 2006 (the "Agreement"), 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").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices

This ASSET PURCHASE AGREEMENT ("Agreement"), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES MANUFACTURING GMBH & CO. KG, a German limited partnership, ("Seller"), located in 71034 Boeblingen, Herrenberger Str. 130 and FLEXTRONICS INTERNATIONAL GERMANY GMBH & CO KG., a German limited partnership, located in 33106 Paderborn, Heinz-Nixdorf-Ring 1 ("Buyer").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices • Colorado

This ASSET PURCHASE AGREEMENT ("Agreement"), is dated and executed as of March 31st, 2006 by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation, ("Seller"), and FLEXTRONICS INTERNATIONAL USA INC., a California corporation "Buyer").

LOAN AGREEMENT
Loan Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices • California

This Loan Agreement (the "Agreement") is entered into as of the 5th day of February, 2002, by and between Agilent Technologies, Inc., a Delaware corporation (the "Company"), and Adrian Dillon, an individual ("Employee").

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