ASSET PURCHASE AGREEMENT

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Exhibit 10.6

ASSET PURCHASE AGREEMENT

BETWEEN

AGILENT TECHNOLOGIES, INC.

AND

FLEXTRONICS INTERNATIONAL USA INC.

EFFECTIVE MARCH 31st ^th , 2006

Contract No. M1-06-005

ASSET PURCHASE AGREEMENT

        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 ").

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 Services Ltd ("FTS"), and Seller's affiliated entity, Agilent Technologies International Switzerland Sàrl (" ATIS "), have executed a Global Manufacturing Services Agreement with an effective date of March 2, 2006 (" MSA ") under which FTS 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 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

        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, 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:

The Seller's right, title and interest in and to the equipment, machinery, tools and other tangible personal property identified on Schedule 1.1 and all warranties and guarantees, if any, express or implied, existing for the benefit of the Seller in connection with the Assets to the extent transferable to Buyer.

        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. This applies explicitly to "Agilent Property" as defined in the MSA and which might be handed over from Seller to Buyer.

        1.3     Transfer of Assets.     Buyer will issue purchase orders in accordance with the payment schedule and dates contained in Schedule 1.1. The transfer of the Assets shall take place upon payment of each individual installment. Transfer of title to the Assets shall take place on delivery. Seller shall transfer to Buyer the Seller's records, files and other data (or copies thereof), in any, exclusively related to the Assets.

        1.4     Assumed Liabilities.     Buyer 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 transfer of Assets including but not limited to all Buyer's liabilities and obligations for any Taxes and expenses described in Section 6.3(a).

        The liabilities and obligations assumed by Buyer in accordance with this Section 1.4 are hereinafter referred to as the " Assumed Liabilities ".

        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 ").

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 assume the Assumed Liabilities as provided in Section 1.4 hereof, shall transfer to Seller in immediately available funds an aggregate amount equal to U.S.$ 646,641.00 for the Assets the " Purchase Price " in installments in accordance with Schedule 1.1. The Purchase Price is understood to be a net amount without deduction of any applicable Taxes or other charges. The single installments shall be due and payable within 45 days, after the receipt of the respective invoice.

        2.2     Allocation of Purchase Price.     The consideration for the Assets shall be allocated among the Assets as set forth in Schedule 1.1. Seller and Buyer agree that such allocation was reached at 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 corporation 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 Assets 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 or result in the creation of a lien, charge or encumbrance upon any Asset.

        (d)     Condition of Assets; Assignment of Warranties.     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. Seller further hereby agrees and warrants that all rights and warranties associated with the Assets that are transferable or assignable shall be transferred to Buyer upon delivery and agrees to execute any documents or take any actions that may be necessary in order to effect such transfer or assignment.

        (e)     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 transfer. All Permitted Liens and Liens against the Assets are disclosed in Schedule 3.1(e). Immediately upon transfer, 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 that do not materially interfere with the use of the Assets, (ii) any Liens for taxes and assessments not yet past due or which are being contested in good faith, (iii) any Liens created by, through or under the Buyer or its Affiliates or Buyers, or (iv) with respect to Assets, material men's warehousemen's, mechanics' and other Liens arising by operation of Law in the ordinary course of business for sums not due.

        (f)     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.

        (g)     Intellectual Property Defense.     Seller agrees that the intellectual property indemnification provision contained in Section 19 of the MSA applies and is incorporated herein by reference with respect to any intellectual property that may be contained in or associated with any of the Assets.

        (h)     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 her