Item 8.01 Other Events.

At a special meeting of the stockholders of Varian, Inc., a Delaware corporation ("Varian"), held on October 5, 2009, the stockholders adopted the Agreement and Plan of Merger, dated July 26, 2009 (the "Merger Agreement"), by and among Agilent Technologies, Inc., a Delaware corporation ("Agilent"), Cobalt Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Agilent ("Merger Sub") and Varian, pursuant to which Agilent will acquire Varian through the merger of Merger Sub with and into Varian, with Varian continuing as the surviving corporation of the merger and as a wholly owned subsidiary of Agilent. The affirmative vote of the holders of a majority of the outstanding shares of Varian common stock as of August 12, 2009, the record date for the special meeting, was required to adopt the Merger Agreement.

The transaction remains subject to regulatory approvals and the satisfaction or waiver of certain other closing conditions.

A copy of the press release issued by Varian regarding the stockholder vote is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 Press release issued by Varian Inc., dated October 6, 2009.

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