Common use of Patent Defense Clause in Contracts

Patent Defense. Subsidiary agrees that it shall notify Masimo of any claim by a third party that such third party believes any Masimo patents are invalid. Subsidiary agrees to promptly notify Masimo of any such claim whether or not such claim is asserted in court by such third party. SCHEDULE 2 Exhibit A PRODUCT PRICES Subsidiary Net Sales: A Subsidiary Intercompany Cost of Goods Sold: B Subsidiary Operating Expenses (Budget): C (A-B-C)/A = X, Where X shall be a value within the arm’s length interquartile range of operating margins as determined annually in the transfer pricing study. The transfer price B is therefore equivalent to: B=A (1-X) -C

Patent Defense. Subsidiary agrees that it shall notify Masimo of any claim by a third party that such third party believes any Masimo patents are invalid. Subsidiary agrees to promptly notify Masimo of any such claim whether or not such claim is asserted in court by such third party. SCHEDULE 2 Exhibit A PRODUCT PRICES Subsidiary Net Sales: A Subsidiary Intercompany Cost of Goods Sold: B Subsidiary Operating Expenses (Budget): C (A-B-C)/A = X, Where X shall be a value within the arm’s length interquartile range of operating margins as determined annually in the transfer pricing study. The transfer price B is therefore equivalent to: B=A (1-X) -C-C SCHEDULE 3 TRANSFER OF PERSONAL DATA FROM EUROPEAN COMMUNITY TO THIRD COUNTRIES

Patent Defense. Subsidiary agrees that it shall notify Masimo of any claim by a third party that such third party believes any Masimo patents are invalid. Subsidiary agrees to promptly notify Masimo of any such claim whether or not such claim is asserted in court by such third party. SCHEDULE 2 Exhibit A PRODUCT PRICES Subsidiary Net Sales: A Subsidiary Intercompany Cost of Goods Sold: B Subsidiary Operating Expenses (Budget): C (A-B-C)/A = X, Where X shall be a value within the arm’s length interquartile range of operating margins as determined annually in the transfer pricing study. The transfer price B is therefore equivalent to: B=A (1-X) -C-C TRANSFER OF PERSONAL DATA FROM EUROPEAN COMMUNITY TO THIRD COUNTRIES

Patent Defense. Subsidiary agrees that it shall notify Masimo of any claim by a third party that such third party believes any Masimo patents are invalid. Subsidiary agrees to promptly notify Masimo of any such claim whether or not such claim is asserted in court by such third party. SCHEDULE 2 Exhibit A PRODUCT PRICES Subsidiary Net Sales: A Subsidiary Intercompany Cost of Goods Sold: B Subsidiary Operating Expenses (Budget): C (A-B-C)/A = X, Where X shall be a value within the arm’s length interquartile range of operating margins as determined annually in the transfer pricing study. The transfer price B is therefore equivalent to: B=A (1-X) -C: