BUY-IN LICENSE AGREEMENT MASIMO CORPORATION — MASIMO INTERNATIONAL HOLDINGSLicense Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California
THIS BUY-IN LICENSE AGREEMENT (the “Agreement”) is effective as of the date of execution (the “Effective Date”), by and between Masimo Corporation (“Masimo US”), a Delaware corporation having its principal place of business at 40 Parker, Irvine, CA 92618, and Masimo International Holdings (“Masimo Cayman”), a Cayman Islands corporation having its registered office at 75 Fort Street, P.O. Box 1350, Grand Cayman, KY 1-1108 Cayman Islands (collectively, the “Parties” and individually, “Party”).
MANUFACTURING AND PURCHASE AGREEMENTManufacturing and Purchase Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • New York
This manufacturing and purchase agreement (“Agreement”), by and between Masimo Corporation (“Masimo”), a Delaware corporation having principal offices at 40 Parker, Irvine, CA 92618, and Analog Devices, Inc., a Massachusetts corporation having a principal address at One Technology Way, Norwood, MA 02062 (“ADI”), is effective as of October 2, 2008 (the “Effective Date”).
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER # 3 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Price Additions, Product Deletions, Price Decrease, Price CorrectionPurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 3 (“Amendment”), is entered into effective August 15, 2007 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
May 1, 2008 Mr. Jim Beyer VP, Sales - Strategic Accounts Masimo CorporationMasimo Corp • March 4th, 2009 • Electromedical & electrotherapeutic apparatus
ASSIGNMENT AND ASSUMPTION OF COST SHARING AGREEMENT AND BUY-IN LICENSE AGREEMENT MASIMO INTERNATIONAL HOLDINGS – MASIMO INTERNATIONAL TECHNOLOGIES SARLAssignment and Assumption Of • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is effective on November 21, 2008 (“Effective Date”) by and between Masimo International Holdings, a Cayman Islands company having its registered office at Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands (“Assignor”) and Masimo International Technologies SARL, a Swiss company having its registered office at c/o Pascal Hofer, 6, avenue du Collège 2017 Boudry, Neuchatel, Switzerland (“Assignee”) (collectively the “Parties” and individually, “Party”).
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 8 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product AdditionsPurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 8 (“Amendment”), is entered into effective November 1, 2008 (the “Amendment Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California
This Amendment No. 1 to Employment Agreement (this “Amendment No. 1”) is made and entered into as of December 31, 2008, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Joe E. Kiani (the “Executive”).
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 4 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Amendment of Section 8.11 HL7 CompliancePurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 4 (“Amendment”), is entered into effective December 1, 2007 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 9 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product Additions and DeletionsPurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 9 (“Amendment”), is entered into effective February 28, 2009 (the “Amendment Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 5 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Product Additions and DeletionsPurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 5 (“Amendment”), is entered into effective March 17, 2008 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Corporation (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 7 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Price Decrease and Product Code ChangePurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 7 (“Amendment”), is entered into effective May 1, 2008 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
COST SHARING AGREEMENT MASIMO CORPORATION — MASIMO INTERNATIONAL HOLDINGSCost Sharing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California
THIS COST SHARING AGREEMENT (the “Agreement”) is effective as of the date of execution (the “Effective Date”), by and between Masimo Corporation (“Masimo US”), a Delaware corporation having its principal place of business at 40 Parker, Irvine, CA 92618, and Masimo International Holdings (“Masimo Cayman”), a Cayman Islands corporation having its registered office at 75 Fort Street, P.O. Box 1350, Grand Cayman, KY 1-1108 Cayman Islands (collectively, the “Parties” and individually, “Party”).
Contract Management Sent via FedEx - Next DayMasimo Corp • March 4th, 2009 • Electromedical & electrotherapeutic apparatus
PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER 6 TO GROUP PURCHASING AGREEMENT CONTRACT #: PP-NS-347 Product Category: Pulse Oximeters Extension of TermPurchasing Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
This Amendment Number 6 (“Amendment”), is entered into effective January 1, 2009 (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-NS-347) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and Masimo Americas, Inc. (“Seller”), dated effective March 1, 2006 (the “Agreement”), as follows:
MASIMO CORPORATIONParticipation Agreement • March 4th, 2009 • Masimo Corp • Electromedical & electrotherapeutic apparatus
Through this letter, you are being offered the opportunity to become a participant in the Plan, and thereby to be eligible to receive the basic, change in control, and voluntary severance benefits described below. A copy of the Plan is attached to this letter. You should read it carefully and become comfortable with its terms and conditions, and those set forth below.
January 31, 2007 (rev. 03/07/07) Joan Roberts, RN, MS Senior Director, Contract Services - Medical NovationMasimo Corp • March 4th, 2009 • Electromedical & electrotherapeutic apparatus
December 4, 2008 Mr. Jon Berglund Director of Corporate Accounts Masimo CorporationMasimo Corp • March 4th, 2009 • Electromedical & electrotherapeutic apparatus
Masimo Corporation and Novation, LLC agree to extend the above-referenced Agreement through February 28, 2011. All other terms and conditions of the current Agreement will remain in full force and effect, except as identified below.
