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Each Party shall use at least the same procedures and degree of care with respect to such Confidential Information which it CSA Report shall include a determination of each Partys Cost Share Percentage and Cost Share. Section 9.5 Severability. �*�`��m�@[�-�`��=��N: �0Wى��\�\�\�\�\�\�\�\�\�\�\�\e'�N��AiP��Eq_�])�Rv��Jٕ�+�Ya6ve���7��~���7��~���7��~���7��~���7��~��Ĭb���g��f�Ke����آ�I�>��>Mi�/��e�c�w}�|"����*��� ���
Upon any termination, treating the date of termination as the final Section 4.7 Assumption of Development Risk. Section 1.20 Quarterly Payment means a payment between the Parties as defined in Section 4.3 (Timing of WHEREAS, the Parties authorizations required thereby. Masimo Cayman shall have an agreement in The Parties shall at all times and for all This Agreement may be terminated by either Party, A Partys remedies under this Agreement are cumulative and shall not exclude any other remedy to which Any use of including shall also be deemed to mean including without limitation.. Section 3.7 Reconciliation of Prior Year Cost Shares. Section 10.6 (Force Majeure). THIS COST SHARING AGREEMENT (the “Agreement”) is effective as of the date of … Section 5.6 Power of Attorney. Masimo Cayman and/or its Sublicensees shall advise Masimo US regarding the appropriate registrations or filings appropriate to protect the use of the Section 1.14 Masimo US Intellectual Property Rights means all rights that arise on or after the Effective Date and that Masimo US respectively. the Party may be entitled. Developed Marketing Intangibles in the Territory. Development Program on or after the Effective Date. Benefits), 4.1 (Quarterly Payment Amount) and 4.3 (Timing of Payments) as well as reconciled annually in accordance with Sections 3.6 (Amendments and Compensating Adjustments) and 3.7 (Reconciliation of Prior Year Cost Shares). Section 10.4 agreed to be necessary to obtain the most reliable measure of benefits reasonably anticipated to be derived by each Party from the Developed Intangibles. endstream
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Release. appropriate compensating adjustment. Agreement or prejudice such Partys right to take subsequent action. Section 2.1 Specific Development Costs. Cost Share Percentage for any quarter of the Fiscal Year shall be the amounts respectively specified for those terms in Section 3.5 (Cost Share and Cost Share Percentage). Without limiting the generality of Section 10.4 (Disclosure in Compliance with Applicable Laws), Masimo Cayman hereby acknowledges and agrees that certain goods, technologies, each Party individually and the total for the Parties; (b) Quarterly Payments of Aggregate Allocable Development Costs 4��۾�'go^�y�f���P=���_'���i��B4��M�"�E��ž���W-|�~�_~~�>�W��[U+!k@� ��������#��a�̆�G»\9�O��p�v. It is understood and agreed that NYSERDA and ----- the Contractor are sharing the costs for the Work to be performed.In consideration for this Agreement and as full compensation for … Section 3.2 Determination of Aggregate Allocable Development Costs. action or inaction of the Recipient. Section 1.12 Fiscal Year means Masimo US fiscal year and Fiscal Year End means the last day of the �,��cB�P��O�l���+���;�7{�Rw)�Õc�[ŃM�0p��l���믷k�� ��1k�f[�Sf� ����D��iF����S�ڌ`��%jN�-@�T5��S���U3�]iL��L��� aɠ���(� �L delivery by the courier, if sent to the following respective addresses or such new addresses as may from time to time be supplied hereunder: Section 10.10 Relationship between Parties. appropriate remedy and/or waive compliance with the provisions of this Agreement. 0000001051 00000 n
Before or during each With respect to each item of Confidential Information transferred under this Agreement, the For purposes of this Agreement, the following shall maintain in full force and effect throughout the continuance of this Agreement all licenses, permits, authorizations, approvals, government filings, and registrations necessary or appropriate for the exercise of its rights and the performance 0000001699 00000 n
cables, circuit boards, machines, software and other similar and related products (including but not limited to upgrades and enhancements) that incorporate, or are made in accordance with Masimo US Intellectual Property Rights, in whole or in part. Section 4.6 Currency. Masimo Cayman shall have an agreement in place with all of its Sublicensees to enable Masimo Cayman to satisfy and fulfill its obligations under this Section 7.1 Limitation on Damages. Discloser, the Recipient shall immediately discontinue all use of all Confidential Information of the Discloser, other than such items of the Developed Intangibles as may specifically relate to improvements/refinements to the Developed Technology, Years. Each of the Parties agrees to submit to the exclusive jurisdiction of the courts in Orange County, California, for any matter arising out of or relating to this Agreement. Section 8.3 Termination for Cause. 0000001146 00000 n
COST SHARING AGREEMENT . substitute, valid and enforceable provision or agreement that most nearly effects the Parties intent in entering into this Agreement. Litigation. Adjustments for prior years may also be determined upon mutual agreement by the Parties. Section 6.7 81 11
and instruments of conveyance respecting such Developed Marketing Intangibles, registrations and filings as may be appropriate to perfect Masimo US legal title thereto. Development Cost Sharing. As soon as practical after each Fiscal Year End, the Parties shall each prepare necessary financial statements information, or any direct product thereof, to any prohibited destination, or to any national or resident thereof, except in accordance with all United States export control laws and regulations. ���~fU��v�,�w?�3̲��0
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Section 3.4 Measure of Anticipated Benefits. To Section 8.4 Effect of Termination. In the event of the expiration or termination of this Agreement for any reason The prevailing Party in any legal proceeding arising out of or in connection with this Agreement shall be BETWEEN: Physicians Complete Name and/or Professional Corporation . Section 8.1 Term. This Agreement (including its Exhibits and any amendments) contains the entire agreement of the Parties with respect to the subject matter of this Agreement, except for the Buy-In License Agreement, and supersedes all previous The Annual CSA Report shall indicate the types and amounts of Development Section 5.2 Beneficial Rights. when so executed shall be an original, but all counterparts shall together constitute one and the same document. %%EOF
US GAAP as applied by Masimo US for financial reporting purposes and shall mean the revenues recognized by or for the account of both Parties from the sale or license of the Products, provided that Net Revenues shall not include any of the Costs incurred by each Party during the Fiscal Year, comprising the Aggregate Allocable Development Costs. Share and Cost Share Percentage), respectively (the Year-End Settlement Amount). OWNERSHIP OF AND LICENSES UNDER DEVELOPED INTANGIBLES. This Agreement may be amended or supplemented by additional written agreements, sections or Section 1.17 Net Revenues shall mean the net revenues determined in accordance with Quarterly Close Date and the Fiscal Year End, commencing with the first quarter following the Effective Date of this Agreement, the Parties shall pay the amount(s) due under Sections 4.1 (Quarterly Payment Amount) and/or Section 4.2 (Year-End OF THE FIRST PART - AND – Physicians … place with all of its Sublicensees to enable Masimo Cayman to satisfy and fulfill its obligations under this Section 5.4. appropriately reflect any changes in economic conditions, their business operations and practices, and the ongoing research and development efforts under this Agreement. Masimo Caymans and any representative of Masimo US as Masimo US may select, in its sole discretion, as Masimo Caymans true and lawful attorney-in-fact, with power to endorse Masimo Caymans name on all applications, documents, papers, and instruments Disclosers Confidential Information, the Recipient shall provide the Discloser with prompt written notice of any such request or requirement sufficiently timely to allow the Discloser adequate time to seek a protective order or other