Exhibit 10.50
ASSIGNMENT AND ASSUMPTION
OF
COST SHARING AGREEMENT AND BUY-IN
LICENSE AGREEMENT
MASIMO INTERNATIONAL HOLDINGS
– MASIMO INTERNATIONAL
TECHNOLOGIES SARL
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”).
The Parties make this Agreement on
the basis of the following facts, intentions and
understandings:
WHEREAS, Masimo Corporation
(“Masimo US”) and Assignor entered into a cost sharing
agreement, fully executed and effective on September 29, 2008
(the “Cost Sharing Agreement”) pursuant to which Masimo
US and Assignor agreed to share expenses related to the future
development of intellectual property and technology, as more fully
described therein;
WHEREAS, Masimo US and Assignor
entered into a buy-in license agreement, fully executed and
effective on September 29, 2008 (the “Buy-In
Agreement”) pursuant to which Masimo US provides a
non-exclusive, royalty bearing license of certain Masimo US
intellectual property rights to Assignor for exploitation in all
territories other than the United States, as more fully described
therein;
WHEREAS, in accordance with
Section 10.2 of the Cost Sharing Agreement and with
Section 9.2 of the Buy-In Agreement, Assignor may assign the
Cost Sharing Agreement and the Buy-In Agreement (collectively the
“Masimo Agreements”) with the written authorization
from Masimo US;
WHEREAS, Masimo US has granted
written authorization to Assignor to assign the Masimo
Agreements;
WHEREAS, Assignor desires to assign
its rights and obligations in the Masimo Agreements and Assignee
has agreed to assume said rights and obligations in the Masimo
Agreements and be bound by the terms and conditions
thereof.
NOW, THEREFORE, in consideration of
the mutual covenants and promises of the Parties, and in
consideration of the rights and obligations of the Masimo
Agreements, the receipt and sufficiency of a
