8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) November 28, 2005

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

395 Page Mill Road, Palo Alto, California 94306

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (650) 752-5000

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously disclosed in the Current Report on Form 8-K filed by Agilent Technologies, Inc. (“Agilent”) on August 15, 2005, Agilent entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of August 14, 2005, with Avago Technologies Limited (formerly known as Argos Acquisition Pte. Ltd.) (“Avago”). On November 30, 2005, Agilent entered into Amendment No. 1 to the Asset Purchase Agreement (the “Amendment”).

A copy of the Amendment is included herein as Exhibit 2.1 and is incorporated by reference into this Item 1.01. The foregoing description is qualified in its entirety by reference to the full text of the Asset Purchase Agreement and the Amendment.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On November 28, 2005, Agilent completed the sale of its stake in Lumileds Lighting International, B.V. (“Lumileds”) to Koninklijke Philips Electronics N.V. (“Philips”) pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) dated as of August 12, 2005 among Agilent, Agilent LED International, Philips Lumileds Holding B.V. and Philips (the “Lumileds Sale”). Under the terms of the Share Purchase Agreement, Agilent received $948.5 million in cash proceeds, as well as $51.3 million in repayment of outstanding debt and interest due to Agilent.

On December 1, 2005, Agilent completed the sale of substantially all the assets of its Semiconductor Products Group to Avago pursuant to the Asset Purchase Agreement (the “SPG Sale”). Under the terms of the Asset Purchase Agreement, Agilent received $2.579 billion in cash proceeds, subject to further adjustment based on transfer taxes, a determination of working capital at closing and other items as further detailed in the Asset Purchase Agreement.

The press release announcing the completion of the SPG Sale is attached as Exhibit 99.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(b) Pro forma financial information.

Pro forma financial information is attached as Exhibit 99.2 to this report.

(c) Exhibits.

The following are filed as exhibits to this report:

Exhibit No.	Description
2.1	Amendment No. 1, dated as of November 30, 2005, to the Asset Purchase Agreement, dated as of August 14, 2005, by and between Agilent Technologies, Inc. and Avago Technologies Limited, formerly known as Argos Acquisition, Pte. Ltd.
99.1	Press release of Agilent Technologies, Inc., dated as of December 1, 2005.
99.2	Pro forma financial information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AGILENT TECHNOLOGIES, INC.
By:	/S/    MARIE OH HUBER
Name:	Marie Oh Huber
Title:	Vice President, Assistant Secretary and
	Assistant General Counsel

Date: December 2, 2005

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO

ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Asset Purchase Agreement is dated as of November 30, 2005 (this “Amendment”), between Agilent Technologies, Inc., a Delaware corporation, and Avago Technologies Limited (f/k/a Argos Acquisition Pte. Ltd.), a company organized under the laws of Singapore (each, a “Party” and collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Parties have previously entered into an asset purchase agreement dated as of August 14, 2005 (the “Signing Date” and such asset purchase agreement, the “Purchase Agreement”);

WHEREAS, the Purchase Agreement provides that the parties thereto may amend such agreement at any time by written agreement of each party thereto;

WHEREAS, capitalized terms not defined in this Amendment have the respective meanings ascribed to such terms in the Purchase Agreement; and

WHEREAS, the Parties now mutually desire to amend the Purchase Agreement as set forth herein to, among other things, reflect certain agreements of the Parties with respect to the determination of the Purchase Price, certain real estate matters, certain exhibits, definitions and other matters, and relating to matters set forth in the letter agreement between the Parties dated November 18, 2005 (the “Letter Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.1 Exhibit J to the Purchase Agreement

Exhibit J to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Schedule 1 hereto.

1.2 Schedule 1 to the Purchase Agreement

Schedule 1 to the Purchase Agreement referred to in the definition of Transferred Business Intellectual Property is hereby amended and restated in its entirety to read as set forth in Schedule 2 hereto. The Parties hereby acknowledge and agree that the Parties anticipate additional Patents will be added to such Schedule 1 after the Closing Date in accordance with the same allocation principles agreed upon for the Patents currently listed on Schedule 1. The Parties agree to work together in good faith in order to finalize the list of Patents set forth on such Schedule 1 as promptly as practicable, including transferring all applicable invention disclosures and any Patents that have been left off Schedule 1 while title and other issues are resolved. Any Patents remaining in dispute after good faith expedited negotiations will be resolved in accordance with Section 11.1 of the Purchase Agreement.

1.3 Schedule 4 to the Purchase Agreement

Schedule 4 to the Purchase Agreement, referred to in the definition of Labs Employees and Project Specific Labs Technology, among others, is hereby amended and restated in its entirety to read as set forth in Schedule 3 hereto. Seller agrees that it will pay all reasonable fees and expenses incurred in connection with the relocation and set-up of assets described therein and located at the site known to the parties as “Deer Creek” up to a maximum amount of $850,000. Purchaser agrees that it will be responsible for any other such fees and expenses in excess of such amount incurred in connection therewith. The Parties agree that Purchaser shall manage the relocation and set-up of such assets.

1.4 Exhibit L to the Purchase Agreement

Exhibit L to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth in Schedule 4 hereto.

1.5 Delayed Closing in Specified Country

(a) The Parties acknowledge and agree that notwithstanding the provisions of the Purchase Agreement, including without limitation Sections 2.1, 6.6 and 6.7, the transfer and conveyance to Purchaser’s Affiliate in India of the Purchased Assets, Transferred Intellectual Property and Transferred Intellectual Property Rights located in India (the “Delayed Closing”) and the employment by Purchaser’s Affiliate of Transferred Employees in India, Japan and China will not occur on the Closing Date and will instead be consummated as soon as practicable thereafter (the dates of such consummation, a “Delayed Closing Date”), and no breach or default of the Purchase Agreement will be deemed to have occurred as a result of not transferring such assets or employing such Transferred Employees at the Closing. In addition, the transfer and conveyance to Purchaser’s Affiliate in China of the Purchased Assets located in China shall not take place except to the extent Purchaser notifies Seller in writing, and no breach or default of the Purchase Agreement will be deemed to have occurred as a result of any failure to occur of such transfer and conveyance except to the extent Purchaser has so notified Seller.

(b) In connection therewith, the Parties will enter into, or will cause their respective applicable Subsidiaries to enter into the following agreements on or prior to the Closing, in addition to such other agreements or other instruments as the parties may agree: (i) with respect to China, a separation agreement pursuant to the MSA (the “China Separation Agreement”); (ii) with respect to India, a separation agreement pursuant to the MSA (the “India Separation Agreement”); and (iii) with respect to Japan, (A) a separation agreement pursuant to the MSA (the “Japan Separation Agreement”), (B) a shukko agreement relating to the employees in Japan, and (C) a local asset transfer agreement. In addition, promptly after the Closing Date, the Parties will enter into, or will cause their respective applicable Subsidiaries to enter into: (i) a labor contract amendment agreement relating to the employees in China; and (ii) a local asset transfer agreement with respect to India pursuant to the India Separation Agreement. After the Closing Date and prior to the Delayed Closing, Seller and its Subsidiaries will hold and operate the Purchased Assets, Transferred Intellectual Property and Transferred Intellectual Property Rights in India, and all income, proceeds and other monies received by Seller or its Subsidiaries related to such Purchased Assets, Transferred Intellectual Property and Transferred Intellectual Property

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Rights, solely for the benefit of Purchaser and in all respects at the direction of Purchaser (subject to the India Separation Agreement), and the Seller and Purchaser shall otherwise act in respect of such Purchased Assets, Transferred Intellectual Property and Transferred Intellectual Property Rights in accordance with Section 2.4 of the Purchase Agreement. All costs, expenses and Liabilities incurred in holding and operating such Purchased Assets after the Closing Date will be for the account of Seller, as further provided in the India Separation Agreement.

(c) To the extent permitted by Law, Purchaser shall assume the Assumed Liabilities with respect to India and China as of the Closing Date, and to the extent any such Assumed Liabilities are not assumed as of such Closing Date, shall indemnify each Seller Indemnified Party with respect thereto pursuant to Section 9.1(b)(iii) of the Purchase Agreement. After the Closing, there will be no conditions to closing with respect to the Delayed Closing on the Delayed Closing Date.

1.6 Annex A to the Purchase Agreement.

(a) The definition of “Business” is hereby amended by (i) inserting in the first sentence “, and including the existing project currently known as Lateral Flow Assay (LFA)” immediately prior to the period and (ii) replacing in the second sentence “Lateral Flow Assay (LFA)” with “[intentionally omitted]”.

(b) The definition of “Retained Business” is hereby amended by (i) deleting “Lateral Flow Assay” from the first paragraph and (ii) deleting the phrase “, and specifically including Lateral Flow Assay (LFA)” in clause (iii) of that definition.

(c) Notwithstanding the amendments effected by the foregoing provisions of this Section 1.6, the Parties agree that (i) each of the representations and warranties of Seller contained in the Purchase Agreement shall be deemed to be made on and as of the Signing Date as such Purchase Agreement was in effect as of such Signing Date prior to this Amendment and not as amended by this Amendment and (ii) for purposes of Sections 7.3(a) and 9.1(a) of the Purchase Agreement, the failure of any representation of Seller to be true and correct shall be determined in all cases with respect to the representations and warranties contained in the Purchase Agreement and Transaction Documents as in effect as of the Signing Date prior to this Amendment and not as amended by this Amendment. The Parties agree and acknowledge that Purchaser is reserving all rights that it may have arising out of the representations and warranties of the Seller contained in the Purchase Agreement as in effect prior to this Amendment, including rights pursuant to Sections 7.3(a) and 9.1(a), and is not waiving any such rights by entering into this Amendment, consummating the Closing or otherwise, without regard to information furnished to or investigation made by or to the knowledge of, Purchaser and its representatives, including, without limitation, rights arising as a result of a breach, if any, of Seller’s representations and warranties based upon the litigation described in Schedule 5 hereto.

1.7 Section 2.2 of the Purchase Agreement.

(a) A new Section 2.2(a)(v) is hereby added to the Disclosure Letter, reading in its entirety as set forth on Schedule 6 hereto.

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(b) Section 2.2(a)(v) of the Purchase Agreement is hereby amended by adding “and the Liabilities of Seller and its Subsidiaries set forth in Section 2.2(a)(v) of the Disclosure Letter (“Section 2.2(a)(v) Liabilities”)” immediately prior to the semicolon.

(c) Section 2.2(b)(iv) of the Purchase Agreement is hereby amended by adding “excluding any Section 2.2(a)(v) Liability, which shall be an Assumed Liability” immediately prior to the semicolon.

(d) Clause (A) of Section 2.2(b)(v) of the Purchase Agreement is hereby amended by adding “excluding any Section 2.2(a)(v) Liability, which shall be an Assumed Liability” immediately prior to the comma at the end of such clause (A). Clause (B) of Section 2.2(b)(v) of the Purchase Agreement is hereby amended by adding “under any Seller Plans” immediately after “all Liabilities”.

1.8 Provisions Relating to Accrued Vacation

(a) Purchaser and Seller have agreed that Seller will pay (subject to any applicable withholding taxes) (i) each Transferred Employee residing in Arizona, California, Illinois, Massachusetts or Maryland (a “U.S. FTO Transferred Employee”), and (ii) each Transferred Employee residing in Malaysia (a “Malaysian FTO Transferred Employee” and together with any U.S. Transferred Employee, a “FTO Transferred Employee”), an amount in cash equal to all of such FTO Transferred Employee’s accrued but unused vacation time (including flexible time off and sick pay), unless such Transferred Employee elects to have Purchaser or its Subsidiaries assume the liability associated with such accrued but unused vacation time. Seller shall provide each U.S. FTO Transferred Employee with an opportunity to elect to have Purchaser or its Subsidiaries assume the liability associated with his or her accrued but unused vacation time (such election being referred to as the “FTO Waiver”). Each FTO Transferred Employee will only be given the option to have all, but not less than all, of their accrued and unused vacation time (such option referred to as the “Assumption Option”) assumed by Purchaser or its Subsidiaries. The Assumption Option shall be made pursuant to a form of Notice mutually agreed to by Purchaser and Seller.

(b) Pursuant to Section 1.8(a) above, to the extent an FTO Transferred Employee does not elect the Assumption Option prior to the Closing Date, Seller shall pay to such FTO Transferred Employee on or prior to the Closing Date an amount in cash equal to such FTO Transferred Employee’s vacation time that is accrued and unused (including flexible time off and sick pay) as of the Closing Date, subject to any applicable withholding taxes. Purchaser agrees that it shall reimburse Seller in cash for the aggregate amount of all such payments (the “Cash-Out Amount”). Any amount to be paid by Purchaser pursuant to this Section 1.8(b) shall be paid when the Working Capital Excess Amount or Working Capital Deficiency Amount is paid, provided that if the Final Working Capital has not been determined in accordance with Section 3.3 by March 31, 2006, or such Working Capital Excess Amount or Working Capital Deficiency Amount has not been paid by March 31, 2006, such Cash-Out Amount shall be paid on March 31, 2006. If any amounts are paid pursuant to this Section 1.8(b) (including any applicable withholding taxes), the Allocation Schedule shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Purchaser and Seller.

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(c) Purchaser agrees to promptly, following the Closing, reimburse Seller for all reasonable expenses and costs incurred by Seller in administering the Assumption Option, such as the development and delivery of notices to FTO Transferred Employees and fees paid to third party administrators in administering the Assumption Option.

(d) Purchaser agrees to indemnify, defend and hold harmless each Seller Indemnified Party from and against, and shall compensate and reimburse each Seller Indemnified Party for, all Losses imposed upon or incurred by such Seller Indemnified Party with respect to any claims with respect to any FTO Transferred Employee that the FTO Waiver was inadequate, insufficient or otherwise not binding and enforceable on such FTO Transferred Employee, but only to the extent such Losses do not arise from the gross negligence or willful misconduct of such Seller Indemnified Party.

(e) Section 6.6(g) of the Purchase Agreement is hereby amended by deleting “, provided that such vacation time is included in the accrual for FTO recorded in the Final Working Capital” at the end of the last sentence of Section 6.6(g).

(f) The provisions of this Section 1.8 shall supersede Section 6.6(g) in the Purchase Agreement addressing the transfer of, or payment of, accrued and unpaid vacation time with respect to FTO Transferred Employees. Notwithstanding the forgoing, the provisions of Section 6.6(g) (as amended pursuant to Section 1.8(e) hereof) shall continue to apply to the transfer of, or payment of, accrued and unpaid vacation time with respect to any Transferred Employee, other than an FTO Transferred Employee.

1.9 Determination of Rollover Option Amount

(a) Section 3.2(a) of the Purchase Agreement is hereby amended by replacing in the first sentence “(iv) minus, the Rollover Option Amount (as defined below), if any” with “(iv) [intentionally omitted],”.

(b) Purchaser and Seller agree that Seller shall pay to Purchaser the Rollover Option Amount, if any, in cash when the Working Capital Excess Amount or Working Capital Deficiency Amount is paid, provided that if the Final Working Capital has not been determined in accordance with Section 3.3 by March 31, 2006 or such Working Capital Excess Amount or Working Capital Deficiency Amount has not been paid by March 31, 2006, such Rollover Option Amount shall be paid on March 31, 2006. If any amounts are paid pursuant to Section this Section 1.9(b), the Allocation Schedule shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Purchaser and Seller.

1.10 Section 3.3(a) of the Purchase Agreement

Section 3.3(a) of the Purchase Agreement is hereby amended by inserting “and any Section 2.2(a)(v) Liabilities” in clause (ii) immediately after “post-retirement healthcare benefits and pension liabilities.”

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1.11 Section 6.1 of the Purchase Agreement

Section 6.1 of the Purchase Agreement is hereby amended by adding “and to settle, cancel or terminate all intercompany receivables and payables with respect to Wavics Co., Ltd. as of or prior to the Closing Date” at the end of the first sentence thereof.

1.12 Section 6.13(a)(i) of the Purchase Agreement

Section 6.13(a)(i) of the Purchase Agreement is hereby amended by adding “consumption, goods and services” immediately prior to “license” in the first sentence thereof.

1.13 Additional Agreements Relating to Malaysia

(a) Section 6.8(e) of the Purchase Agreement is amended by adding the following additional sentence at the end thereof: “In the event that Avago Technologies (Malaysia) SDN. BHD. (together with its successors and assigns, the “Penang Tenant”) exercises its rights under Section 11.2 of the Tenancy Agreement between the Penang Tenant and Agilent Technologies (Malaysia) SDN. BHD. (together with its successors and assigns, the “Penang Landlord”), dated October 24, 2005, as amended from time to time, related to the Primary Penang Parcel (the “Primary Parcel Tenancy Agreement”) to have the Primary Parcel Tenancy Agreement converted into a registerable lease and to have the Penang Landlord take the actions set forth in such Section 11.2 in each case in accordance with the provisions thereof, Seller shall cause the Penang Landlord to take such actions as are required by the Primary Parcel Tenancy Agreement.”

(b) Section 9.1(a) of the Purchase Agreement is amended by (x) replacing the word “or” with “,” immediately preceding “(iii) any”, and (y) adding “and (iv) a Penang Event,” immediately after the phrase “Excluded Liabilities,” in the first sentence of such Section.

(c) The following definition shall be added in Annex A of the Purchase Agreement:

“Penang Event” shall mean (x) the Penang Tenant is temporarily or permanently denied the legal right to occupy or use any or all of the Premises (as defined in the Primary Parcel Tenancy Agreement) in accordance with the terms of the Primary Parcel Tenancy Agreement prior to the Final Expiration Date (as defined in the Primary Parcel Tenancy Agreement), due to (i) the Primary Parcel Tenancy Agreement being unenforceable, in violation or inconsistent with the NLC (as defined in the Primary Parcel Tenancy Agreement) as interpreted by the Appropriate Authorities (as defined in the Primary Parcel Tenancy Agreement), or otherwise in violation of Law (as defined in the Primary Parcel Tenancy Agreement), or (ii) the Penang Landlord, through its willful misconduct or negligence, has lost the right to possess the Land (as defined in the Primary Parcel Tenancy Agreement) or ceases to be able to enter into a sublease or tenancy with respect to the Land with the Penang Tenant, or (y) any Proceeding related to the matters set forth in clauses (x)(i) or (ii) above.

(d) (i) The definition of “Business Environmental Liabilities” in Annex A of the Purchase Agreement is hereby amended by inserting “, the Primary Penang Parcel” after each reference to “Transferred Real Property” therein.

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(ii) The definition of “Primary Penang Parcel” in Annex A of the Purchase Agreement is amended by adding the following at the end thereof: “and as such land, buildings and rights appurtenant thereto are further defined and elaborated upon in the Primary Parcel Tenancy Agreement”

(e) In the event that Purchaser and its Subsidiaries determine to vacate the Primary Penang Parcel prior to the Penang Transfer and prior to such date Purchaser has demolished or altered any of Buildings #1, 2 or 3 located thereon (unless Seller or any of its Subsidiaries consented to such demolition or alteration prior to same being undertaken), at Purchaser’s option, Purchaser shall either restore to the previously existing condition any such demolished or materially altered building or reimburse Seller for the costs incurred by Seller to perform same.

(f) Notwithstanding Section 16.3.2 of the Sublease Agreement, dated December 1, 2005, (the “Yishun Lease”) by and between Agilent Technologies Singapore Pte. Ltd., a company organized under the laws of Singapore (the “Yishun Landlord”) and Avago Technologies Manufacturing (Singapore) Pte. Ltd., (the “Yishun Tenant”) with respect to the property located at No. 1 Yishun Avenue 7, Singapore 768923 relating to the Yishun Tenant’s rights of indemnification by the Yishun Landlord with respect to any Losses arising under applicable Environmental Laws based upon events or conditions which arose prior to the Closing Date, the Parties expressly acknowledge and agree that for as long as the landlord under the Yishun Lease is the Yishun Landlord or another Subsidiary of Seller, the exclusive remedy of the Yishun Tenant and any other Subsidiary of the Purchaser who becomes the tenant under the Yishun Lease with respect to any such Losses, shall be as set forth in Article 9 of the Purchase Agreement.

1.14 Delayed Transfer of Certain Licenses

Section 6.18 of the Purchase Agreement is hereby amended by adding the following at the end thereof:

“(c) Seller and Purchaser acknowledge and agree that to enable Seller to perform and Purchaser to receive the Services (as such term is defined in the Master Separation Agreement), the transfer to Purchaser of certain Contracts mutually agreed upon by the Parties that are (i) included in the Purchased Assets, (ii) necessary for Seller to provide certain of the Services and (iii) used exclusively by the Business in connection with such Services and not otherwise used in the operation of the Business (the “Delayed Contracts”) will need to be delayed until after the Closing Date as provided in this Section 6.18(c). Seller and Purchaser acknowledge and agree that notwithstanding the provisions of this Agreement, including without limitation Section 2.1, the transfer and conveyance to Purchaser of the Delayed Contracts will not occur on the Closing Date and the transfer of each such Delayed Contract will instead be consummated in accordance with the terms hereof at such time as the Services for which such Delayed Contract is required are terminated pursuant to the terms of the Master Separation Agreement. No breach or default hereunder will be deemed to have occurred as a result of the delayed transfer and conveyance of the Delayed Contracts in accordance with the terms of this Section 6.18(c). After the Closing Date and prior to the date of such transfer and conveyance, Seller and its Subsidiaries will hold and use the Delayed Contracts solely for the benefit of Purchaser and for the performance of the Services.”

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1.15 Disclosure Letter Section 7.1(b)

Section 7.1(b) of the Disclosure Letter is hereby amended and restated in its entirety to read as set forth in Schedule 7 hereto.

1.16 Section 8.1 of the Purchase Agreement

Section 8.1 of the Purchase Agreement is hereby amended by adding the following at the end thereof:

“The Parties acknowledge and agree that in the event actions are taken by Seller in jurisdictions outside the United States on a particular date in reliance on the Closing occurring in the United States on that same date, and the Closing does not in fact occur in the United States on such date, the Parties will work together in good faith to reverse such actions, to the extent a reversal is necessary, and will share equally the out-of-pocket expenses reasonably incurred by Seller with respect to such a reversal.”

1.17 Section 9.1 of the Purchase Agreement

(a) Section 9.1(a) of the Purchase Agreement is hereby amended by replacing the reference to “Section 7.2(a)” therein to “Section 7.3(a).”

(b) Section 9.1(b) of the Purchase Agreement is hereby amended by replacing the reference to “Section 7.3(a)” therein to “Section 7.2(a).”

1.18 Miscellaneous

(a) Except as specifically provided for in this Amendment, the terms of the Purchase Agreement shall be unmodified and shall remain in full force and effect.

(b) This Amendment may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to be one and the same instrument. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Amendment.

(c) This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, except that neither this Amendment nor any rights or obligations hereunder shall be assigned or delegated by either Party; provided, however, Purchaser may assign any or all of its rights and obligations under this Amendment to any wholly-owned (other than director qualifying shares) direct or indirect Subsidiary of Purchaser (provided that no such assignment shall release Purchaser from any obligation under this Amendment) or to a lender of Purchaser as collateral for bona fide indebtedness for money borrowed in connection with a merger, consolidation, conversion or sale of assets of Purchaser. This Amendment is not intended to confer upon any person or entity other than the Parties and their permitted assigns any rights or remedies.

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(d) This Amendment may be amended only by a written instrument signed by each of the Parties. No provision of this Amendment may be extended or waived orally, but only by a written instrument signed by the Party against whom enforcement of such extension or waiver is sought. All notices and other communications provided for herein shall be dated and in writing.

(e) This Amendment and all claims arising out of this Amendment shall be governed by, and construed in accordance with, the Laws of the State of California, without regard to any conflicts of law principles that would result in the application of any law other than the law of the State of California.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to Asset Purchase Agreement to be duly executed as of the date first above written.

AGILENT TECHNOLOGIES, INC.
By:	/s/ John Eaton
Name:	John Eaton
Title:	Vice President, Corporate Development
AVAGO TECHNOLOGIES LIMITED
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Director

EX-99.1

Exhibit 99.1

EDITORIAL CONTACTS: PRGP05033

Michele Drake (U.S.)

+1 650 752 5296

michele_drake@agilent.com

Jorgen Tesselaar (Europe and Asia)

+31 20 547 2825

jorgen_tesselaar@agilent.com

INVESTOR CONTACT:

Hilliard Terry

+1 650 752 5329

hilliard_terry@agilent.com

Agilent Technologies Completes Divestiture of Semiconductor Products Business for $2.66 Billion

PALO ALTO, Calif., Dec. 1, 2005 — Agilent Technologies Inc. (NYSE: A) today announced that it has completed the divestiture of its Semiconductor Products business to Kohlberg Kravis Roberts & Co. (KKR) and Silver Lake Partners for $2.66 billion, subject to various closing-related adjustments.

The divestiture is one in a series of actions Agilent announced on Aug. 15, 2005, designed to enhance the company’s focus as a pure-play measurement company and to create tangible value for its shareholders. The divestiture includes 6,500 employees and operations in Asia, the United States and Europe.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company’s 21,000 employees serve customers in more than 110 countries. Agilent had net revenue of $5.1 billion in fiscal year 2005. Information about Agilent is available on the Web at www.agilent.com.

# # #

NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.

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EX-99.2

Exhibit 99.2

Summary Unaudited Pro Forma Consolidated Financial Data. The following table sets forth summary unaudited pro forma consolidated financial data for Agilent for the year ended October 31, 2004 and the nine months ended July 31, 2005, certain ratios for the year ended October 31, 2004 and our financial position at July 31, 2005. This summary unaudited pro forma consolidated financial data gives effect to:

• the sale of our semiconductor products group (“SPG”) business which occurred on December 1, 2005;

• the sale of our stake in Lumileds Lighting International, B.V. (“Lumileds”) which occurred on November 28, 2005;

• the repurchase and redemption in August and September 2005 of all of our 3% senior convertible debentures due 2021 and the conversion of a portion of such debentures called for into approximately 14.5 million shares of our common stock in September 2005;

• the repurchase of 8,877,300 shares since August 18, 2005 for cash paid of approximately $290 million;

• the borrowing of $1.5 billion in connection with the tender offer filed on November 15, 2005 (“the Offer”); and

• the purchase of shares pursuant to the Offer.

The summary unaudited consolidated statements of operations for the year ended October 31, 2004 and for the nine months ended July 31, 2005 give effect to the transactions as if they had occurred on November 1, 2003. The summary unaudited consolidated statements of operations for the years ended October 31, 2003 and 2002 give effect to the sale of our SPG business only as if it had occurred on November 1, 2001. The summary unaudited consolidated balance sheet gives effect to these transactions as if they had occurred on July 31, 2005.

While we have also announced our current intent to attempt to spin-off our System-On-Chip (“SOC”) and Memory Test businesses, now regrouped in our Semiconductor Test Solutions or STS segment, in 2006, it is not taken into account in the pro forma financial information below. On September 22, 2005, we announced that we had increased the size of our share repurchase program, of which the Offer is an integral part, from $4 billion to $4.466 billion. Assuming 73,000,000 shares are repurchased at the maximum purchase price of $37.00 per share in the Offer, we will have completed purchases of $2.99 billion of our common stock pursuant to the program. The foregoing pro forma financial information does not account for the effect of shares to be repurchased subsequent to the Offer pursuant to the share repurchase program.

In addition, the foregoing pro forma financial information does not account for potential cost savings that may arise in connection with the sale of our SPG business as if such potential cost savings had been realized at the dates indicated. For example, the pro forma information does not include the elimination of certain additional costs that may no longer be incurred following the sale of our SPG business, such as reduced service overhead charges or savings resulting from the consolidation or reduction of employees or facilities. These cost savings may be significant. The foregoing are forward-looking statements, subject to known and unknown risks, that may impact whether or not we are in fact able to realize such potential additional cost savings.

This information should be read in conjunction with Summary Historical Consolidated Financial Data and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the year ended October 31, 2004 and the unaudited condensed consolidated financial statements and the related notes filed as part of our Quarterly Reports on Form 10-Q for the quarters ended January 31, 2005, April 30, 2005 and July 31, 2005. This summary unaudited pro forma consolidated financial data is not necessarily indicative of either our financial position or results of operations, which actually

would have been attained had the purchase of shares pursuant to the Offer and the related refinancing been completed at the dates indicated, or the financial position or results that will be achieved in the future. This summary unaudited pro forma consolidated financial data has been included herein for informational and comparative purposes only. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control.

The pro forma amounts have been calculated assuming that we complete the Offer for 73,000,000 shares at a price of $37.00 per share.

PRO FORMA BALANCE SHEET

(In millions)

(Unaudited)

	As of July 31, 2005			Sale of SPG			Subtotal Continuing Operations		Sale of our Stake in Lumileds			Convertible Redemption			Common Stock Open-Market Repurchases			Tender Offer			Debt		Pro Forma
				A					B			C			D			E			F
ASSETS
Current assets:
Cash and cash equivalents	$	2,782		$	932		$	3,714	$	1,000		$	(690	)	$	(290	)	$	(2,700	)	$	1,500	$	2,534
Accounts receivable, net		966			(226	)		740		—			—			—			—			—		740
Inventory		936			(185	)		751		—			—			—			—			—		751
Other current assets		242			(42	)		200		—			—			—			—			—		200
Total current assets		4,926			479			5,405		1,000			(690	)		(290	)		(2,700	)		1,500		4,225
Property, plant and equipment		1,148			(243	)		905		—			—			—			—			—		905
Goodwill and other intangible assets, net		461			(98	)		363		—			—			—			—			—		363
Restricted cash		—			1,600			1,600		—			—			—			—			—		1,600
Other assets		817			(11	)		806		(100	)		(7	)		—			—			—		699
Total assets	$	7,352		$	1,727		$	9,079	$	900		$	(697	)	$	(290	)	$	(2,700	)	$	1,500	$	7,792
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	399		$	(105	)	$	294	$	—		$	—		$	—		$	—		$	—	$	294
Employee compensation and benefits		471			(21	)		450		—			—			—			—			—		450
Deferred revenue		323			—			323		—			—			—			—			—		323
Income and other taxes payable		374			8			382		—			—			—			—			—		382
Other accrued liabilities		204			(8	)		196		—			(5	)		—			—			—		191
Total current liabilities		1,771			(126	)		1,645		—			(5	)		—			—			—		1,640
Senior convertible debentures		1,150			—			1,150		—			(1,150	)		—			—			—		—
Notes payable		—						—		—			—			—			—			1,500		1,500
Other liabilities		483			—			483		—			—			—			—			—		483
Total liabilities		3,404			(126	)		3,278		—			(1,155	)		—			—			1,500		3,623
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—		—			—			—			—			—		—
Common stock		5			—			5		—			—			—			—			—		5
Additional paid-in-capital		5,311			—			5,311		—			465			—			—			—		5,776
Treasury shares		—			—			—		—			—			(290	)		(2,700	)		—		(2,990	)
Accumulated (deficit) earnings		(1,509	)		1,853			344		900			(7	)		—			—			—		1,237
Accumulated other comprehensive income		141			—			141		—			—			—			—			—		141
Total stockholders’ equity		3,948			1,853			5,801		900			458			(290	)		(2,700	)		—		4,169
Total liabilities and stockholders’ equity	$	7,352		$	1,727		$	9,079	$	900		$	(697	)	$	(290	)	$	(2,700	)	$	1,500	$	7,792

NOTES TO PRO FORMA BALANCE SHEET

A

On December 1, 2005, we completed the sale of substantially all of the assets of our SPG business for gross proceeds of $2.579 billion, subject to adjustment. The adjustments presented represent the receipt of net cash proceeds, recognition of the resulting gain on the sale and the removal of the book value of assets and liabilities based on carrying amounts at July 31, 2005 that we expect to transfer or write-off as part of the sale. The value of assets and liabilities that will actually transfer upon consummation of the sale will differ from the amounts presented above.

The Offer is expected to be financed in part by borrowings of up to $1.0 billion. It is anticipated that these borrowings may be refinanced through an offering of up to $1.5 billion of Senior Notes which may be issued in a potential unregistered private placement to qualified institutional buyers (see footnote F below for further information on this potential offering). We anticipate that our ability to use up to $1.6 billion of our available cash will be restricted for the period during which the Senior Notes are outstanding. As such, we have classified this amount as restricted cash, a component of long term assets in our pro forma balance sheet.

The resulting gain on the sale of our SPG business is estimated as follows based on estimated gross proceeds, estimated transaction costs and the book value of net assets to be transferred at July 31, 2005. All such amounts are subject to adjustment.

	(in millions)
Gross proceeds	$	2,579
Less: estimated transaction costs (1)		47
Estimated net proceeds		2,532
Less: book value of anticipated net assets to be transferred (2)		671
Gain before taxes		1,861
Income taxes (3)		8
Anticipated gain on sale	$	1,853

(1) Estimated transaction costs include legal, accounting and other fees and expenses incurred to complete the transaction.

(2) This amount represents the book value at July 31, 2005 of net assets anticipated to be transferred in the sale. The composition of net assets to be transferred is subject to change. The book value (as defined in the sale agreement) at the date of transfer will be used to calculate the actual gain we will recognize on the sale.

(3) The provision for income taxes associated with the sale has been estimated based on the tax impact in each of the jurisdictions where net assets are to be sold. This provision also takes into account any valuation allowance adjustments in jurisdictions which have a full valuation allowance.

B

On November 28, 2005 we completed the sale of our stake in Lumileds for a purchase price payable to us of $948.5 million and repayment of approximately $51.3 million in outstanding loans and advances made to Lumileds. The adjustments presented represent the receipt of $1.0 billion in cash proceeds on the sale, the transfer of the book value of our investment in and advances to Lumileds totaling approximately $100 million at July 31, 2005 and recognition of the estimated gain resulting in the sale. We have assumed no tax liability on this sale as the transaction will occur primarily in the U.S. tax jurisdiction where we have a previously recorded a full tax valuation allowance which we anticipate will be available to offset any tax liability.

The resulting gain on the sale is estimated as follows based on estimated proceeds and the book value of our investment in and advances to Lumileds at July 31, 2005. All such amounts are subject to adjustment.

	(in millions)
Estimated net proceeds	$	1,000
Less: Book value of investment (1)		100
Gain before taxes		900
Estimated income tax liability		—
Estimated gain on sale	$	900

(1) This amount represents the book value at July 31, 2005 of our investment in and advances to Lumileds. The book value at the final date of sale will be used to calculate the actual gain we will recognize on the sale.

C

The purchase and redemption of our convertible debentures occurred in August and September, 2005. Unamortized debt issuance costs were expensed or recorded as a cost of capital in proportion to the principal repayments. Accrued interest payable was paid in cash or recorded as a cost of capital in proportion to the principal repayments. A loss on extinguishment of debt resulting from the premium paid to noteholders was also recorded.

The pro forma adjustments presented above reflect the impact of this repurchase had it occurred on July 31, 2005. As such, these adjustments reflect cash payments of $690 million which estimates the amount that would have been paid to noteholders on that date and the issuance of approximately $465 million of common stock.

D

In August and September 2005, we purchased approximately 9 million shares of common stock in the open market for a total cost of approximately $290 million, including the costs of purchase, which we hold in treasury. The adjustments presented reflect the corresponding reduction in cash and equity for the repurchase.

E

The pro forma adjustments presented assume that we will repurchase for cash approximately $2.7 billion worth of common stock in the Offer which will be classified as treasury stock. This assumes the top end of the anticipated price range and that 100% of available shares will be tendered. The actual number of shares tendered and the actual price paid for tendered shares could vary from this assumption.

F

In connection with the Offer, we anticipate issuing approximately $1.5 billion aggregate principal amount of Senior Notes bearing interest at LIBOR plus 30 basis points in an unregistered private placement to qualified institutional buyers. It is possible that we may elect to enter into a debt arrangement with a shorter term, smaller principal amount or higher interest rate.

PRO FORMA STATEMENTS OF OPERATIONS

(In millions except for per share amounts)

(Unaudited)

	Nine Months Ended July 31 2005		Sale of SPG			Subtotal Continuing Operations		Sale of our Stake in Lumileds			Convertible Redemption		Common Stock Open-Market Repurchases		Tender Offer			Debt			Pro Forma
			A					B			C		D		E			F			G
Net revenue	$	5,034	$	(1,302	)	$	3,732	$	—		$	—	$	—	$	—		$	—		$	3,732
Costs and expenses:
Cost of sales		2,728		(823	)		1,905		—			—		—		—			—			1,905
Research and development		724		(177	)		547		—			—		—		—			—			547
Selling, general and administrative		1,316		(150	)		1,166		—			—		—		—			—			1,166
		4,768		(1,150	)		3,618		—			—		—		—			—			3,618
Income from operations		266		(152	)		114		—			—		—		—			—			114
Other income (expense), net		107		38			145		(36	)		22		—		(5	)		(51	)		75
Income before taxes		373		(114	)		259		(36	)		22		—		(5	)		(51	)		189
Provision (benefit) for taxes		71		(18	)		53		—			—		—		—			—			53
Net income	$	302	$	(96	)	$	206	$	(36	)	$	22	$	—	$	(5	)	$	(51	)	$	136
Earnings per share
Basic	$	0.61	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	0.32
Diluted	$	0.61	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	0.32
Weighted average shares outstanding used to compute earnings per share:
Basic		494		—			—		—			—		—		—			—			426
Diluted		499		—			—		—			—		—		—			—			431

	Twelve Months Ended October 31 2004		Sale of SPG			Subtotal Continuing operations		Sale of our Stake in Lumileds			Convertible Redemption		Treasury stock purchases		Tender Offer			Debt			Pro Forma
			A					B			C		D		E			F			G
Net revenue	$	7,181	$	(2,021	)	$	5,160		—			—		—		—			—		$	5,160
Costs and expenses:
Cost of sales		4,058		(1,340	)		2,718		—			—		—		—			—			2,718
Research and development		933		(246	)		687		—			—		—		—			—			687
Selling, general and administrative		1,804		(194	)		1,610		—			—		—		—			—			1,610
		6,795		(1,780	)		5,015		—			—		—		—			—			5,015
Income from operations		386		(241	)		145		—			—		—		—			—			145
Other income (expense), net		54		48			102		(28	)		29		—		(7	)		(68	)		28
Income before taxes		440		(193	)		247		(28	)		29		—		(7	)		(68	)		173
Provision (benefit) for taxes		91		(74	)		17		—			—		—		—			—			17
Net income	$	349	$	(119	)	$	230	$	(28	)	$	29	$	—	$	(7	)	$	(68	)	$	156
Earnings per share
Basic	$	0.72		—			—		—			—		—		—			—		$	0.38
Diluted	$	0.71		—			—		—			—		—		—			—		$	0.37
Weighted average shares outstanding used to compute earnings per share:
Basic		483		—			—		—			—		—		—			—			415
Diluted		490		—			—		—			—		—		—			—			422

PRO FORMA STATEMENTS OF OPERATIONS

(In millions except for per share amounts)

(Unaudited)

	Twelve Months Ended October 31, 2003			Sale of SPG			Pro Forma
				A			G
Net revenue	$	6,056		$	(1,582	)	$	4,474
Costs and expenses:
Cost of sales		3,750			(1,095	)		2,655
Research and development		1,051			(273	)		778
Selling, general and administrative		1,980			(209	)		1,771
		6,781			(1,577	)		5,204
Loss from operations		(725	)		(5	)		(730	)
Other income (expense), net		35			(3	)		32
		(690	)		(8	)		(698	)
Provision (benefit) for taxes		1,100			—			1,100
Loss from continuing operations	$	(1,790	)	$	(8	)	$	(1,798	)
Earnings per share
Basic	$	(3.78	)		—		$	(3.80	)
Diluted	$	(3.78	)		—		$	(3.80	)
Weighted average shares outstanding used to compute earnings per share:
Basic		473			—			473
Diluted		473			—			473

	Twelve Months Ended October 31, 2002			Sale of SPG			Pro Forma
				A			G
Net revenue	$	6,010		$	(1,557	)	$	4,453
Costs and expenses:
Cost of sales		3,866			(1,052	)		2,814
Research and development		1,250			(321	)		929
Selling, general and administrative		2,501			(227	)		2,274
		7,617			(1,600	)		6,017
Loss from operations		(1,607	)		43			(1,564	)
Other income (expense), net		60			2			62
Loss before taxes		(1,547	)		45			(1,502	)
Provision (benefit) for taxes		(525	)		(8	)		(533	)
Loss from continuing operations	$	(1,022	)	$	53		$	(969	)
Earnings per share
Basic	$	(2.20	)		—		$	(2.08	)
Diluted	$	(2.20	)		—		$	(2.08	)
Weighted average shares outstanding used to compute earnings per share:
Basic		465			—			465
Diluted		465			—			465

NOTES TO PRO FORMA STATEMENTS OF OPERATIONS

A

These adjustments reflect the elimination of the estimated historical operations of our SPG business for the nine months ended July 31, 2005, and the twelve months ended October 31, 2004, 2003 and 2002. The sale of our SPG business occurred on December 1, 2005. We anticipate reporting SPG as a discontinued operation in our consolidated financial statements going forward.

The Offer is expected to be financed in part by borrowings of up to $1.0 billion. It is anticipated that these borrowings may be refinanced through an offering of up to $1.5 billion of Senior Notes which may be issued in a potential unregistered private placement to qualified institutional buyers (see footnote F below for further information regarding this potential offering). We anticipate that our ability to use up to $1.6 billion of our available cash will be restricted for the period during which the Senior Notes are outstanding. We anticipate that the Senior Notes will have a 5-year maturity. However we further anticipate that we will have the ability to invest this restricted cash in qualifying investment-grade securities and earn interest or investment income on the deposited amounts. We have therefore presented a pro forma adjustment to record approximately $48 million and $64 million of interest income for the nine months ended July 31, 2005 and the twelve months ended October 31, 2004, respectively, related to amounts earned on this restricted cash. This income amount assumes an interest rate of 4% which represents our best estimate of the interest and investment income that we anticipate receiving from our restricted cash investments, based upon current prevailing interest rates. A 0.125% increase or decrease in this assumed investment rate would cause annual interest income to fluctuate by approximately $2 million.

B

These adjustments reflect the elimination of approximately $28 million in estimated equity earnings in Lumileds for the nine-month period ended July 31, 2005 and the twelve-month period ended October 31, 2004. In addition, an $8 million gain previously recorded in the nine month period ended July 31, 2005 related to the sale of 1% of our investment in Lumileds is reflected in the adjustments above. Interest earned on the note receivable during the nine-month period ended July 31, 2005 and the twelve-month period ended October 31, 2004 was not material and therefore no adjustment has been presented to eliminate these amounts.

C

These adjustments reflect the elimination of interest expense and debt issuance cost amortization recognized on our convertible debt during the nine-month period ended July 31, 2005 and the twelve-month period ended October 31, 2004. We have provided no adjustment to reduce historical investment income to reflect the impact of this use of cash to pay back debt as we have assumed that cash received from the sale of our SPG business, the sale of our stake in Lumileds and upon the issuance of additional debt would be used to finance this transaction.

D

We have provided no adjustment to reduce historical interest or investment income to reflect the impact of this use of cash to purchase shares in the Offer as we have assumed that cash received from the sale of our SPG business, the sale of our equity interest in Lumileds and upon the issuance of additional debt would be used to finance the Offer.

E

We have assumed that cash received from the sale of our SPG business, the sale of our stake in Lumileds, and upon the issuance of additional debt as described below in footnote F would be used to finance the Offer. After financing the redemption of our convertible debt as described in footnote C above and the repurchase of shares in the open market, we anticipate that an additional amount of approximately $195 million would be required to finance the Offer. We anticipate funding this amount through cash on hand. The pro forma adjustment reduces historical interest income earned to reflect the use of this cash on hand during the nine-month period ended July 31, 2005 and the year ended October 31, 2004 for investment purposes. We have assumed an interest rate of 3.5%, which represents the average return we earned on short-term investments during that time.

F

These adjustments reflect the recognition of estimated interest expense expected to accrue on approximately $1.5 billion of Senior Notes for the nine-months ended July 31, 2005 and for the twelve months ended October 31, 2004. This adjustment assumes an interest rate of 4.5%, which represents our current estimate of LIBOR plus 30 basis points, which we believe is a reasonable estimate of the rate of interest on the Senior Notes. A 0.125% increase or decrease in this assumed interest rate would cause annual interest expense to fluctuate by approximately $1.9 million. We anticipate that the Senior Notes will have a 5-year maturity. As the transaction will occur primarily in the U.S. tax jurisdiction where we have historically recorded a full tax valuation allowance, a 0% tax rate was assumed and no income tax benefit was reflected.

G

The computation of pro forma earnings per share for the year ended October 31, 2004 and the nine-month period ended July 31, 2005 assumes the reduction of average outstanding shares by approximately 68 million. This amount represents, 1) the issuance of approximately 14.5 million shares in connection with the redemption of convertible debt, 2) the repurchase of 9 million shares on the open market in August and September 2005 classified as treasury shares and 3) the assumed purchase of 73 million shares in the Offer. The number of shares assumed to be tendered assumes the repurchase of approximately $2.7 billion worth of shares of our common stock at the maximum price of $37.00 per share to be classified as treasury shares. This assumes the top end of the anticipated price range and that 100% of available shares will be tendered. The actual number of shares tendered and the actual price paid for tendered shares could vary from this assumption. As no pro forma adjustments were presented for these transactions in the pro forma statements of operations for the years ended October 31, 2003 and 2002, no adjustment to the historical average number of shares for those years was provided to compute pro forma earnings per share.