This excerpt taken from the MASI 10-K filed Mar 4, 2009.
OWNERSHIP OF AND LICENSES UNDER DEVELOPED INTANGIBLES
Section 5.1 Legal Title. Legal title to Developed Intangibles shall be vested in Masimo US, to exploit fully anywhere in the world, subject to the rights of Masimo Cayman under this Agreement.
Section 5.2 Beneficial Rights. So that Masimo Cayman may exploit the Developed Intangibles in its business and fully enjoy the benefits thereof, and unless otherwise mutually agreed to by the Parties in writing, Masimo US grants to Masimo Cayman the following beneficial rights with respect to Developed Intangibles:
Masimo Cayman shall have the right to sublicense the rights granted to it pursuant to this Section 5.2 only with the written consent of Masimo US. Any amendment to any such agreement sublicensing such rights must also be approved in advance in writing by Masimo US.
Section 5.3 Disclosure for Purposes of the Development Program. During the term of this Agreement, the Parties shall make available to each other all Developed Intangibles for the purpose of enabling each other to undertake and continue their respective participation in the Development Program. Developed Intangibles may be furnished in documentary or consultative form at such time and in such manner as may be mutually convenient to the Parties.
Section 5.4 No Waiver or Release. Making available Developed Intangibles under Section 5.3 (Disclosure for Purposes of the Development Program) shall not constitute any release or waiver by a Party of its rights in the Developed Intangibles. To the extent as may be required or appropriate to establish legal title to Developed Intangibles in accordance with this Article 5, Masimo Cayman and/or its Sublicensees hereby irrevocably assigns all its rights, title and interest to the Developed Intangibles and will execute and provide to Masimo US documents and instruments of conveyance respecting such Developed Intangibles as may be appropriate to perfect Masimo US title thereto. The absence of such written documentation shall not limit the rights of Masimo US in the Developed Intangibles. To the extent any of the rights, title and interest in and to the foregoing Developed Intangibles cannot be assigned by Masimo Cayman and/or its Sublicensees to Masimo US, Masimo Cayman and/or its Sublicensees hereby grants to Masimo US an exclusive, royalty-free, transferable, perpetual, irrevocable, unrestricted, worldwide license (with rights to sublicense through one or more tiers of sublicensees) under such non-assignable Developed Intangibles. To the extent any of such Developed Intangibles can be neither assigned nor licensed by Masimo Cayman and/or its Sublicensees to Masimo US, Masimo Cayman and/or its Sublicensees hereby irrevocably waives and agrees never to assert its rights in any such non-assignable and non-licensable Developed Intangibles against Masimo US, Masimo US Affiliates, Masimo US licensees or Masimo US successors, or its and their respective customers. 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 5.4.
Section 5.5 Trademark and Service Mark Registrations in the Territory. Masimo Cayman and/or its Sublicensees shall advise Masimo US regarding the appropriate registrations or filings appropriate to protect the use of the Developed Marketing Intangibles in the Territory.
Masimo US may at its sole discretion make, and Masimo Cayman and/or its Sublicensees shall cooperate with Masimo US to make, such registrations or filings with the appropriate authorities, including without limitation trademarks and service marks in the Territory related to the Developed Marketing Intangibles. All such registrations or filings shall be and remain the property of Masimo US. Subject to the licenses granted to Masimo Cayman in this Agreement, Masimo Cayman hereby irrevocably assigns all its rights, title and interest in and to the Developed Marketing Intangibles to Masimo US, and will execute and provide to Masimo US, all documents and instruments of conveyance respecting such Developed Marketing Intangibles, registrations and filings as may be appropriate to perfect Masimo US legal title thereto. The absence of such documents and instruments of conveyance shall not limit the rights of Masimo US in such Developed Marketing Intangibles, registrations or filings. 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 5.5.
Section 5.6 Power of Attorney. Masimo Cayman hereby authorizes Masimo US to make, constitute, and appoint 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 necessary or desirable to implement some, all or any of the rights, title and interest that Masimo Cayman has assigned or agreed to assign to Masimo US under this Agreement, or take any other action of Masimo Cayman for the benefit of Masimo US under this Agreement. Masimo Cayman hereby ratifies all that such attorney-in-fact shall do or cause to be done by virtue hereof.