Verigy Ltd. Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices • New York
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Cowen and Company, LLC, Thomas Weisel Partners LLC, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
TAX SHARING AGREEMENT by and between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. June 1, 2006Tax Sharing Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS TAX SHARING AGREEMENT (the "Agreement") is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").
MASTER SEPARATION AND DISTRIBUTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of May 31, 2006Master Separation and Distribution Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices • New York
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the "Agreement") is dated as of May 31, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy 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 AGREEMENTTransition Services Agreement • June 5th, 2006 • Verigy 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 1st day of June, 2006 (the "Separation Date"), by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore ("Verigy").
QuickLinks -- Click here to rapidly navigate through this documentLoan Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
LOAN AGREEMENT made on May 31, 2006 BETWEEN Verigy 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 LTD. Dated as of June 1, 2006Employee Matters Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS EMPLOYEE MATTERS AGREEMENT (the "Agreement"), is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment and Assumption Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
This General Assignment and Assumption Agreement is dated as of June 1, 2006 (the "Agreement"), between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and collectively, the "Parties").
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. Verigy LTD. and VERIGY (SINGAPORE) PTE. LTD. Dated as of June 1, 2006Intellectual Property Matters Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this "Agreement") is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), Verigy Ltd., a company organized under the laws of Singapore ("Verigy") and Verigy (Singapore) Pte. Ltd., a company organized under the laws of Singapore and a wholly owned subsidiary of Verigy ("Verigy IP Sub"). Agilent, Verigy and Verigy IP Sub are each a "Party" and collectively, the "Parties". Each reference to the words "Party" or "Parties" herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
