0001193125-07-082880 Sample Contracts

MASIMO CORPORATION INDEMNITY AGREEMENT
Indemnity Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ] by and between MASIMO CORPORATION, a Delaware corporation (the “Company”), and [ ] (“Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 13th day of April, 2007, by and between Masimo Corporation, a Delaware corporation (“Company”), and Joe E. Kiani (“Executive”).

SHELTER LABOR SERVICES AGREEMENT
Shelter Labor Services Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California
INTERCOMPANY AGREEMENT
Intercompany Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of 12:01 a.m. this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Canada ULC, a Nova Scotia unlimited liability company (“Subsidiary”).

SUPPLY AGREEMENT
Supply Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Agreement is entered into as of the 22nd day of February 2002, by and between Masimo Corporation, a Delaware corporation (the “BUYER”) and Wintek Electro-Optics Corporation., a Michigan corporation (the “SELLER”).

Contract
Lease Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Baja California

LEASE AGREEMENT entered into as of December 26, 2006 by and between INDUSTRIAS ASOCIADAS MAQUILADORAS, S. A. de C. V. (hereinafter referred to as IAMSA), herein represented by Mr. José Luis Faus Sotelo, and INDUSTRIAL VALLERA DE MEXICALI, S.A DE C.V, (hereinafter referred to as COMPANY), herein represented by Mr. Sergio Tagliapietra Nassri, Legal Representative, pursuant to the following RECITALS and CLAUSES.

AMENDED AND RESTATED CROSS-LICENSING AGREEMENT BETWEEN MASIMO LABORATORIES AND MASIMO CORPORATION EFFECTIVE JANUARY 1, 2007
Cross-Licensing Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS AMENDED AND RESTATED CROSS-LICENSING AGREEMENT (the “Agreement”), effective as of January 1, 2007 (the “Effective Date”), is an amendment and restatement of the CROSS-LICENSING AGREEMENT originally made and entered into as of the 2nd day of May, 1998 (as subsequently amended, the “Original Agreement”), by and between MASIMO LABORATORIES, a Delaware corporation (“LABS”), and MASIMO CORPORATION, a Delaware corporation (“MASIMO”), with reference to the following:

Attention: Kathy Spain, Buyer; and Gary Waite, VP Manufacturing
Purchase Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

As you may know, Varian, Inc. (“Varian”) and Jabil Circuit, Inc. (“Jabil”) have signed a definitive agreement under which Jabil will acquire Varian’s Electronic Manufacturing business (the “Transaction”). Jabil is a global leader in the electronics manufacturing services sector. The Transaction is expected to close in March, 2005. We’re very excited about joining the Jabil team while continuing to provide. the customer focused service you have grown to expect from us.

INTERCOMPANY AGREEMENT
Intercompany Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Europe Limited, a corporation under the laws of the United Kingdom (“Subsidiary”).

RECITALS
Lease Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Baja California

THIS AMENDMENT to Lease Agreement (“Amendment”) is entered into as of December 16, 2006, by and between INDUSTRIAS ASOCIADAS MAQUILADORAS S.A. DE C.V., hereinafter referred to as “LESSOR”, represented by Mr. Jose Luis Faus Sotelo, and INDUSTRIAL VALLERA DE MEXICALI S.A DE C.V., hereinafter referred to as “LESSEE”, represented by its legal representative, Mr. Sergio Tagliapietra Nassri, pursuant to the following recitals and clauses:

SERVICES AGREEMENT
Services Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This SERVICES AGREEMENT (this “Agreement”) is made and effective January 1, 2007 (the “Effective Date”) by and between Masimo Laboratories, a Delaware corporation (“Labs”), and Masimo Corporation, a Delaware corporation (“Corp”) (each a “Party,” and collectively the “Parties”).

MANUFACTURING AND PURCHASE AGREEMENT
Manufacturing and Purchase Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This manufacturing and purchase agreement (“Agreement”), dated for identification purposes August 19, 2005, is by and among Masimo Corporation (“Masimo”), and […***...].

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement and Release of Claims • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Settlement Agreement and Release of Claims (the “Agreement”) is made and entered into this 17th day of January, 2006, between Masimo Corporation and Masimo Laboratories, Inc. (hereinafter “Masimo”), and Nellcor Puritan Bennett, Inc., Mallinckrodt, Inc, Tyco Healthcare Group LP, Tyco International Ltd, and Tyco International (US) Inc. (collectively “Nellcor”) (each individually as a “Party” or collectively the “Parties”).

CONTRIBUTION AND ASSIGNMENT AGREEMENT
Contribution and Assignment Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of 12:01 a.m. the 1st day of January, 2005 by and among Masimo Corporation, a Delaware corporation (“Assignor”) and Masimo Americas, Inc., a Delaware corporation (“Assignee”).

OCCUPANCY AGREEMENT
Occupancy Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Delaware

This OCCUPANCY AGREEMENT is made as of 12:01 a.m. the 1st day of January 2005, (the “Effective Date”) by and between MASIMO CORPORATION, a Delaware corporation, a having an office at 40 Parker Drive, Irvine, California (hereinafter called “Licensor”), and MASIMO AMERICAS, INC., a Delaware corporation, having an office at 40 Parker Drive, Irvine, California (hereinafter called “Licensee”).

ADSP-2136X SHARC ROM AGREEMENT
Sharc Rom Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • Massachusetts

Once signed by both parties listed below, this document will serve as a mutually binding agreement between the customer, Masimo of Irvine, CA 92618, and Analog Devices Inc. (ADI), of Norwood, MA 02062. Under this agreement, both parties must execute fully to the terms of this document.

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of 12:01 a.m. this 1st day of January, 2005, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Americas, Inc., a Delaware corporation (“Masimo Americas”).

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT MASIMO CORPORATION
Registration Rights Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

This Fifth Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of September 14, 1999, by and among MASIMO CORPORATION, a Delaware corporation (the “Company”) and the undersigned holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock of the Company (collectively, the “Purchasers”). This Agreement restates and amends in full the Registration Rights Agreement dated October 30, 1991 among the Company and the holders of Series A Preferred Stock of the Company, the First Amended and Restated Registration Rights Agreement dated May 21, 1992 between the Company and the holders of Series A Preferred Stock and Series B Preferred Stock of the Company, the Second Amended and Restated Registration Rights Agreement dated December 10, 1993 between the Company and the holders of Series A Preferred Stock and Series B Preferred Stock of the Company, the Third Amended and R

INDEFINITE TERM EMPLOYMENT CONTRACT
Indefinite Term Employment Contract • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

Represented by Mr. Joe KIANI, acting in his capacity as Director of the aforementioned company. Social Security contributions are paid to the URSSAF in LYON whose registration number is: N° 691 330000002961734 9

SUBLEASE BETWEEN MULTILAYER TECHNOLOGY, INC., SUBLANDLORD AND MASIMO CORPORATION, SUBTENANT
Masimo Corp • April 17th, 2007 • Electromedical & electrotherapeutic apparatus • California

This SUBLEASE. is made as of the 31 day of January, 2004, (the “Effective Date”) by and between MULTILAYER TECHNOLOGY, INC., a California corporation, having an office at San Jose, CA (hereinafter called “Sublandlord”), and MASIMO CORPORATION; a Delaware corporation, having an office, at 2852 Kelvin Avenue, Irvine, California 92614 (hereinafter called “Subtenant”).

SALES AND DISTRIBUTION AGREEMENT
Sales and Distribution Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS SALES AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of 12:01 a.m. the 1st day of January, 2005, by and between Masimo Corporation, a Delaware corporation (“Masimo”), and Masimo Americas, a Delaware corporation (“Masimo Americas”).

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