MASIMO Probes Clause Samples

MASIMO Probes. LABS agrees that it will not modify Masimo’s SpO2 Sensors to be used with other than the MASIMO Boards, other boards designed by MASIMO for ▇▇▇▇▇ ▇▇▇▇▇ Monitoring or boards made by Labs under the licenses herein. LABS will purchase Sensors for ▇▇▇▇▇ ▇▇▇▇▇ Monitoring applications exclusively from MASIMO unless the measurements for ▇▇▇▇▇ ▇▇▇▇▇ Monitoring applications and Non-▇▇▇▇▇ ▇▇▇▇▇ Monitoring are best integrated in one sensor, as determined by LABS in its sole discretion. In such case, LABS may design, develop and manufacture (including manufacturing according to any MASIMO design) integrated sensors and pay MASIMO a royalty of ten percent (10%) of LABS’ ▇▇▇▇▇ ▇▇▇▇▇ Monitoring Portion of the Net Selling Price of integrated sensors; provided, however, that LABS undertakes all regulatory, service and warranty obligations with respect to such sensors and that such sensors pass MASIMO’s validation and verification process such that the full capability of MASIMO SET is obtained. LABS will pay for such validation and verification services at MASIMO’s standard rates then in effect for third party OEM products. MASIMO SET will be enabled for these SpO2 Sensors or other sensors which include MASIMO Technology for ▇▇▇▇▇ ▇▇▇▇▇ Monitoring. The ▇▇▇▇▇ ▇▇▇▇▇ Monitoring Portion is the average selling price for the similar product that measures only ▇▇▇▇▇ ▇▇▇▇▇ Parameters. The differential is calculated base on the ASP on a region by region and product by product basis.