Koninklijke Philips Electronics N Clause Samples

Koninklijke Philips Electronics N. V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Visicu, Inc. the full and timely performance by Philips Holding USA Inc. and Ice Merger Sub, Inc. (collectively, the “Philips Companies”) of their respective obligations under the foregoing Agreement and Plan of Merger (the “Merger Agreement”), and agrees to take all actions which the Philips Companies are obligated under the Merger Agreement to cause the Guarantor to take. Sections 9.2, 9.4, 9.5, 9.8 and 9.12 of the Merger Agreement shall apply to this guarantee, mutatis mutandis, as if they had been fully set forth herein. Andover, Massachusetts, December 18, 2007 Koninklijke Philips Electronics, N.V. By: /s/ E▇▇▇▇▇ ▇▇▇▇▇▇ E▇▇▇▇▇ ▇▇▇▇▇▇ Attorney-In-Fact

Koninklijke Philips Electronics N. V., a company incorporated under the laws of The Netherlands By: /s/ ▇▇▇▇▇▇ VAN DER POEL ---------------------------------------------- Name: ▇▇▇▇▇▇ van der Poel Title: Executive Vice President KPE ACQUISITION INC., a Delaware corporation

Koninklijke Philips Electronics N. V., a public company incorporated under the laws of the Netherlands, with its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as “Philips”) In this Agreement, the Depositor and Philips are referred to individually as “Party” and collectively as “Parties”.

Koninklijke Philips Electronics N. V., et al., No. ▇▇-▇▇▇▇-▇▇▇▇ (the “California Action”);

Koninklijke Philips Electronics N. V., Nos. 09-1208, -1209 (Fed. Cir. Nov. 3, 2009), the Federal Circuit reversed the district court’s holding that two subsidiaries of Imation Corporation (“Imation”) were not licensed under a patent cross-license agreement between Imation and Koninklijke Philips Electronics N.V. (“Philips”). The Court analyzed the agreement under New York contract law, found that the two subsidiaries were licensed, and remanded for further proceedings. In 1995, Minnesota Mining and Manufacturing Corporation (“3M”) and Philips entered into a patent cross-license agreement (the “Agreement”) related to optical and magneto optical information storage and retrieval technology. In 1996, 3M spun off Imation, which took 3M’s place in the Agreement. Under the Agreement, each party granted licenses covering certain of its patented products and processes to the other party and subsidiaries of the other party. Specifically, the Agreement stated that Philips “agrees to grant and does hereby grant to [Imation] and its SUBSIDIARIES” a license that included a set of specifically defined patents. Slip op. at 3 (alteration in original).

Koninklijke Philips Electronics N. V., a corporation organized and existing under the laws of the Kingdom of the Netherlands with registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "PHILIPS") on the other hand

Koninklijke Philips Electronics N. V., et al., No. 08-2848 (the “Texas Action”);

Koninklijke Philips Electronics N. V., AS ISSUER SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE, dated as of , 2002, is entered into between KONINKLIJKE PHILIPS ELECTRONICS N.V., a corporation duly organized and validly existing under the laws of The Netherlands (the "ISSUER"), having its registered office at Breitner Center, Amstelplein 2, 1070 MX Amsterdam, The Netherlands, an▇ ▇▇▇▇▇▇NK N.A., (▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ New York pursuant to a Tripartite Agr▇▇▇▇▇▇ among the Issuer, Citibank N.A. and Morgan Guaranty Trust Company of New York dated May 20, 1994), a compa▇▇ ▇▇▇y organized and existing under the laws of the State of New York, as Trustee (the "TRUSTEE") under the Indenture dated as of August 1, 1993 between the Issuer and the Trustee (the "INITIAL BASE INDENTURE"), as amended by the First Supplemental Indenture dated as of May 6, 1994 between the Issuer and the Trustee (the "FIRST SUPPLEMENTAL INDENTURE" and, collectively, the "SUPPLEMENTED BASE INDENTURE" and, as supplemented by this Second Supplemental Indenture, the "INDENTURE").

Koninklijke Philips Electronics N. V. ▇▇▇▇ ▇▇▇/DE B.V.