MANUFACTURING AND PURCHASE AGREEMENT

Delivery: Masimo will provide a minimum six-month rolling demand forecast upon execution of this Agreement. Masimo will update this rolling demand forecast on a monthly basis, each time for a minimum six-month period. Dowa agrees to produce and deliver and Masimo agrees to purchase Product on the date and in the quantities specified in these forecasts subject to the following quantity variations: 0% within 60 days of the forecasted delivery date; up to +20%, no reduction in quantity allowed, within 90 days of the forecasted delivery date; +/-30% within 120 days of the forecasted delivery date. Forecasts for greater

than 120 days are for planning purposes only and may vary by amount. Masimo is not liable for raw materials or components purchased outside the 120 day window. Dowa to invoice Masimo for Product upon shipment. Invoice terms will be net 45 days, FOB origin.

Inspection: Dowa agrees to supply Masimo with the results of any final inspections and/or summary test data performed by Dowa with each shipment of product along with a Certificate of Conformance. Masimo reserves the right to conduct an inspection of Dowa’s facility within fourteen (14) working days notice at a mutually agreed upon time during normal business hours to inspect and review the work including any product in process, raw material management, adherence to quality control procedures and good manufacturing practices. Masimo reserves the right to conduct source inspection of any lot of product as well as conduct first article inspection of initial production. Masimo will inspect and disposition product within thirty (30) working days after receipt. Dowa agrees to promptly issue a Return Goods Authorization and has the right to conduct its own review of the return product.

All disputes will be resolved prior to further production. Masimo may reject an entire lot for failure if based upon statistical sampling plan.

Patent and Copyright License: On the delivery of the prototypes or production units, if Dowa owns any technology relating to any patented inventions or copyrights to be used in the Products or any Improvement in the Products, it shall grant to MASIMO a nontransferable, non-exclusive and royalty-free license to use such technology to manufacture, have

manufactured, use and sell the Products in any country of the world, subject to restrictions and limitations set forth herein under any patents (including models and design patents) and copyrights, and protection of other intellectual property rights and their applications owned by Dowa as of the effective date of this agreement, for the lives of such patents and copyrights.

MASIMO:

Attention:

Chris Kilpatrick

40 Parker

Irvine, CA 92618

Phone: 949 ###-###-####

Fax: 949 ###-###-####

Dowa:

Dowa Mining Co., Ltd.

14-1, Sotokanda 4-Chome

Chiyoda-ku, Tokyo 101-8617, Japan

Tokyo, Japan

Phone: 81-3-6847-1253

Fax: 81-3-6847-1260

Attorneys’ Fees. If either Party to this Agreement shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Agreement, the losing Party shall pay to the prevailing Party a reasonable sum for attorney fees incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or

order entered in such actions shall contain a specified provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment. For the purpose of this section, attorney fees shall include without limitation, fees incurred in the following: (1) post-judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation.

By:

Name:

Title:

Date:

By:

Name:

Title:

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