AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS

Exhibit 10.3

AMENDMENT TO SETTLEMENT AGREEMENT
AND RELEASE OF CLAIMS

This Amendment to the January 17, 2006 Settlement Agreement and Release of Claims (“the Agreement”) is made this 24th 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”).

RECITALS

A.            Whereas the Parties entered into the Agreement on January 17, 2006.

B.            Whereas the Parties wish to amend Section 5.2 of the Agreement to more accurately reflect their agreement and intent.

AMENDMENT

Therefore in consideration of the mutual covenants and promises contained herein and in the Agreement, and other good and valuable consideration, receipt and sufficiency are hereby acknowledged, the Parties agree that Section 5.2 of the Agreement is amended to read in its entirety as follows:

Section 5.2 (as amended)

5.2           For the 2006 advance royalty payment, if Nellcor’s Pulse Oximetry Revenues exceed