0001104659-06-039843 Sample Contracts

TAX SHARING AGREEMENT by and between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. June 1, 2006
Tax Sharing Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

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”).

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MASTER SEPARATION AND DISTRIBUTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of May 31, 2006
Master Separation and Distribution Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • 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”).

GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of June 1, 2006
General Assignment and Assumption Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

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, 2006
Intellectual Property Matters Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

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.

EMPLOYEE MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of June 1, 2006
Employee Matters Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

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”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 6th, 2006 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals

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”).

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