ASSET PURCHASE AGREEMENT

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Exhibit 10.5

ASSET PURCHASE AGREEMENT

BETWEEN

AGILENT TECHNOLOGIES MANUFACTURING GMBH & CO. KG

AND

FLEXTRONICS INTERNATIONAL GERMANY
GMBH & CO KG

Contract No. M1-06-003

ASSET PURCHASE AGREEMENT

        This ASSET PURCHASE AGREEMENT (" Agreement "), is dated and executed on March 31 ^st , 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 ").

W I T N E S S E T H:

        WHEREAS, Seller is engaged through its Semiconductor Test Solutions business unit (" STS ") in the business of manufacturing a variety of manufacturing test systems; and

        WHEREAS, Buyer's affiliated entity, Flextronics Telecom Systems Ltd. and Seller's affiliated entity, Agilent Technologies International Sarl (" ATIS "), have executed a Global Manufacturing Services Agreement with an effective date of March 2nd, 2006 (" MSA ") under which Buyer manufactures products based on requirements provided by ATIS or an Eligible Buyer, as defined in the MSA (including Seller), and sells the manufactured products to ATIS or an Eligible Purchaser (including Seller); and

        WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer certain assets specified herein that, together with certain additional assets and licenses to be conveyed in parallel by Seller's affiliates under the relevant framework, are necessary for Buyer to render the manufacturing and related services described in the MSA, subject to the terms and conditions set forth herein; and

        WHEREAS, Seller will permit Buyer access to and use of certain of Seller's facilities in Boeblingen, Germany, pursuant to certain terms and conditions; and

        NOW, THEREFORE, in consideration of the promises and mutual covenants of the parties hereto, it is hereby agreed as follows:

1.     PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

        1.1     Transfer of Assets .    On the basis of the representations, warranties, covenants and agreements set forth in this Agreement on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer free and clear of all Encumbrances (except to the extent such Encumbrances constitute Assumed Liabilities or Permitted Liens), and Buyer shall purchase and acquire from the Seller, the assets that are generally described below and more specifically identified on Schedule 1.1 (collectively, the " Assets "), as follows:

        (a)   The Seller's right, title and interest in and to the equipment, machinery, tools and other tangible personal property identified on Schedule 1.1(a) (collectively, the " Equipment ") and all warranties and guarantees, if any, express or implied, existing for the benefit of the Seller in connection with the Equipment or the Assets to the extent transferable to Buyer as well as Equipment, not normally included in inventory, that are used or held for use from the Transferred Employees principally in connection with their job (desks, pencils, calculators, etc.);

        (b)   The agreements identified on Schedule 1.1(b) (collectively, the " Assigned Contracts ");

        (c)   The Seller's right to goods and services and all other economic benefits to be received subsequent to the Closing Date arising out of prepayments and payments by the Seller prior to the Closing Date to the extent related to the Assets and identified in Schedule 1.1(c) (collectively, the " Prepaid Assets "); and

        1.2     Excluded Assets .    Buyer will acquire only the Assets listed in Schedule 1.1 . All other assets of Seller which are not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and shall remain the property of Seller after the Closing Date. This applies explicitly to "Agilent Property" as defined in the MSA and which might be handed over from Seller to Buyer.

        1.3     Closing .    The transfer of the Assets shall take place on June 1 ^st , 2006 (the " Closing Date ") provided that the transaction contemplated by this Agreement has been approved by the German Federal Antitrust Authorities ( Bundeskartellamt ) without being subject to limitations or conditions ( Auflagen oder Bedingungen ), except for those limitations and conditions which Buyer and Seller jointly accept in writing (the " Closing Condition "). Provided that this Closing Condition is fulfilled

        (a)   Seller and Buyer shall execute on the Closing Date a closing confirmation which shall confirm in writing both the transfer of the Assets as well as the date such transfer took place, and

        (b)   Seller shall transfer to Buyer the Sellers' records, files and other data, relating to the Assets or copies thereof, where originals are not available.

        1.4     Assumed Liabilities .    On the Closing Date Buyer assumes by way of assumption of debt ( im Wege der befreienden Schuldübernahme ) and agrees to pay, perform and discharge, upon the terms and subject to the conditions of this Agreement, only the liabilities and obligations attributable to the Assets to the extent they accrue and arise subsequent to the Closing Date including but not limited to:

        (a)   Payments that become due after the Closing Date under the contracts and agreements specified on Schedule 1.1(c); and

        (b)   All Buyer's liabilities and obligations for any Taxes and expenses described in Section 9.3(a).

        The liabilities and obligations assumed by Buyer in accordance with this Section 1.4 are sometimes hereinafter referred to as the " Assumed Liabilities ". For avoidance of doubt, Assumed Liabilities do not include liabilities which are covered under sec. 5 (Transferred Employees).

        1.5     Retained Liabilities.     Notwithstanding the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the Assumed Liabilities shall not include, and Buyer shall not be required to assume or to perform or discharge any Liabilities of Seller not included as an Assumed Liability, all of which shall be retained by the Seller (" Retained Liabilities "). It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement, Assumed Liabilities shall not include any liabilities arising from product warranties given by Seller to third parties, or for products liability arising from products sold to third parties by Seller before the Closing Date.

2.     PAYMENT OF PURCHASE PRICE

        2.1     Purchase Price and Payment .    In consideration for the sale and transfer of the Assets and subject to the terms and conditions of this Agreement, Buyer shall on the Closing Date assume the Assumed Liabilities as provided in Section 1.4 hereof, and in exchange shall transfer to Seller an aggregate amount equal to US $ 1,100,000.00, (subject to final physical inventory to be jointly conducted and agreed by the parties on US GAAP basis) the " Purchase Price ". The Purchase Price is understood to be a net amount without deduction of any applicable Taxes or other charges. Payment will be made within forty-five (45) days after Closing Date and the receipt of a respective invoice.

        2.2     Allocation of Purchase Price .    The consideration for the Assets shall be allocated among the Assets as set forth in Schedule 2.2 . Seller and Buyer agree and covenant that such allocation was reached on arm's length.

3.     REPRESENTATIONS AND WARRANTIES

        3.1     Representations and Warranties of Seller .    Seller hereby represents and warrants to Buyer as of the date hereof as follows:

        (a)     Due Organization; Good Standing and Power .    Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own and sell the Equipment to be sold hereunder. Seller has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to

perform its obligations hereunder and there under. Seller is duly authorized, qualified or licensed to do business and is in good standing in each of the jurisdictions in which its right, title or interest in or to any of the Assets held by it requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, have a material adverse effect on the operation or use of the Assets, or on the ability of the Seller to perform its obligations under this Agreement or any other agreement contemplated hereby (a " Material Adverse Effect ").

        (b)     Authorization and Validity of Agreement .    The execution, delivery and performance by Seller of this Agreement and any other agreements contemplated hereby and the consummation by it of the transactions contemplated hereby and thereby have been duly and validity authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby will be a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

        (c)     No Conflict .    The execution, delivery and performance of this Agreement and any other agreements contemplated hereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby will not violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any law, rule or regulation, court order, judgment or decree applicable to Seller, except for such violations the occurrence of which, and such consents, approvals, filings or notices the failure of which to obtain or make, would not, individually or in the aggregate, have a Material Adverse Effect and will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the creation of a lien, charge or encumbrance upon any Asset.

        (d)     Undisclosed Liabilities .    Except as specifically disclosed herein or in the Seller Disclosure Schedules, the Assets do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected, reserved against or otherwise disclosed on Seller's balance sheet prepared in accordance with U.S. GAAP.

        (e)     Condition of Assets .    Except as would not have a Material Adverse Effect, all tangible Assets are in good operating condition and state of repair (ordinary wear and tear excepted) and are suitable for the purposes for which they are currently used by Seller.

        (f)     Personal Property .    All the personal property included in the Assets is owned by Seller free and clear of all Liens other than Permitted Liens and Liens that will be released at or prior to the Closing Date. All Permitted Liens and Liens against the Assets are disclosed in Schedule 3.1(f). Immediately on the Closing Date, Buyer will have good and valid title to all the personal property included in the Assets, other than leased personal property, free and clear of any Lien other than Permitted Liens and Liens created by, or arising as a result of the ownership of the Assets by, Buyer. For purposes of this Agreement, " Lien " shall mean any security interest, charge, pledge, equity or encumbrance of any kind other than tax liens, mechanics' liens. For purposes of this Agreement " Permitted Liens " means (i) any Liens reflected in the selected financial information, (ii) any Liens that do not materially interfere with the use of the Assets, (iii) any Liens for taxes and assessments not yet past due or which are being contested in good faith, (iv) any Liens created by, through or under the Buyer or its Affiliates or Buyers, or (v) with respect to Equipment,

materialmen's warehousemen's, mechanics' and other Liens arising by operation of Law in the ordinary course of business for sums not due.

        (g)     Litigation .    There is no claim, suit, arbitration, action or proceeding pending or, to Seller's knowledge, threatened, against or affecting Seller or the Assets which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, nor is there any judgment, decree, order, injunction, writ or ruling of any court or other governmental authority or any arbitrator outstanding against Seller which, individually or in the aggregate, has had or which would reasonably be expected to have a Material Adverse Effect.

        (h)     Labor Matters .    With respect to Transferred Employees (as defined under Section 5.1), Seller is and has been in compliance in all material respects with all applicable domestic laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such laws respecting employment discrimination, workers' compensation, family and medical leave and occupational safety and health requirements, has not and is not engaged in any unfair labor practice, and no claims or investigations are pending or, to the Seller's knowledge, threatened with respect to such laws, either by private individuals or by government agencies. Seller is not a party to any labor agreement with respect to Transferred Employees with any union.

        (i)     Tax Matters .    Seller has timely filed all Tax Returns and paid, deposited or reserved on its financial statements or books and records all Taxes in respect of Tax Returns required to have been filed with respect to the Assets and related business operations or appropriate extensions therefore have been properly obtained. There are no Liens or similar encumbrances on the Assets relating to or attributable to Taxes, except for Taxes not yet due and payable. Seller has no knowledge of any basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any lien against the Assets. As used herein, " Taxes " shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, social security, transfer, net worth, excise, severance, stamp, occupation, premium, value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign.

        (j)     Compliance With Laws .    Seller is in compliance in all material respects with each Law and Governmental Authorization that is applicable to it and the ownership or use of any of the Assets. No event has occurred and no condition or circumstance exists that could reasonably be expected (with or without notice or lapse of time) to constitute or result directly or indirectly in a violation by Seller of, or a failure on the part of Seller to comply with, any Law or Governmental Authorization, the violation or failure of which could reasonably be expected to have a Material Adverse Effect on the Assets.

        (k)     No Other Representations or Warranties .    Except for the representations and warranties contained in this Section 3.1, neither Seller nor any other person or entity makes any express or implied representation or warranty on behalf of Seller.

        3.2     Representations and Warranties of Buyer.     Buyer represents and warrants to Seller as of the date hereof as follows:

        (a)     Due Organization; Good Standing and Power.     Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby to be entered into by it and to perform its obligations hereunder and thereunder. Buyer has all requisite corporate power to own, lease and operate all of its properties and assets and to carry on its business as now being conducted. Buyer is duly authorized, qualified or licensed to do business as a foreign corporation, and is in good standing, in each of the jurisdictions in which its right, title or interest in or to any asset, or the conduct of

its business, requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or under any other agreement contemplated hereby.

        (b)     Authorization and Validity of Agreement.     The execution, delivery and performance by Buyer of this Agreement and any other agreements contemplated hereby and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of this Agreement and any other agreement contemplated hereby and the consummation by Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

        (c)     No Governmental Approvals or Notices Required; No Conflict with Instruments to Which Buyer Is a Party.     S