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Intangibles” means and includes any and all trademarks, trade names, copyrighted material, designs, service marks, applications and registrations of any of the foregoing, packaging, marketing strategies, customer lists, and other marketing ���~fU��v�,�w?�3̲��0 7o@^��9���vf������("L>/�}��A��>�9�~�O{;\`%�7o�w�*����JF��8�@n��,Ki��B/���� ����-��yYc�_��2�L�=a1f�0��߸+�"�S�℧��?�qڥ5ߍEJ�q�Y1+�3)6ρшb� ���|DθNFuT 2�+�W[�-qƜs_E}ՎyG�3��sE|`>�EkV�Y�Mztʜ�Mz4�ѤGs/M���y��Sn'y�}j4Vܾ|��ܼ�u�'�D���� 4f� Subject to Section 8.4 Effect of Termination. Developed Technology shall not mean or include Developed Marketing Intangibles. Payments) of this Agreement. 91 0 obj<>stream terms of this Agreement for the full period provided for in Section 6.8 (Confidentiality Obligations Survival). Any notice required or permitted to be given under this Agreement shall be given to the other Party in writing and delivered by overnight courier, signature of receipt required, and shall be deemed The Parties shall pay the net amount to reconcile their annual Section 2.1 Specific Development Costs. Section 7.3 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 In such event, the Parties shall use good faith efforts to negotiate a %PDF-1.6 %���� Section 1.10 “Development Program” means the activities of either Party under this provisions of this Article 6 shall remain in effect until such time as the Recipient can demonstrate, using only legally admissible evidence, that such item of Confidential Information is publicly known or was made generally available through no each Party individually and the total for the Parties; (b) Quarterly Payments of Aggregate Allocable Development Costs Section 4.3 Timing of Payments. (Confidential Information). Recipient) any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes) to disclose any of the results for the respective Parties that are determined in accordance with US GAAP as applied by Masimo US for financial reporting purposes; and. Section 10.3 Counterparts. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. 0000002487 00000 n Section 8.6 Survival. The Year-End Settlement Amount shall take into account amounts determined under Sections 3.6 (Amendments and Compensating Adjustments) and 3.7 During the term of this Agreement, the Parties 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. Cost Sharing. means all countries other than the United States, or as mutually agreed upon from time to time in writing by the Parties, and shall be determined by the shipping destination of Products to customers contained in the customer invoices. %PDF-1.4 %���� Development Cost Sharing. communications, representations, understandings and agreements, either oral or written, between the Parties with respect to the subject matter hereof. Without limiting the generality of this Section 10.4, each Party shall obtain and In the event that the Recipient or (to the knowledge of the Section 5.2 Beneficial Rights. Agreement without the Discloser’s prior written consent, which may be withheld in the Discloser’s sole discretion. in Section 3.6(a) above; (c) Upon completion of the current Fiscal Year and before the completion of income tax 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 0000001146 00000 n Section 9.2 Legal Expenses. Equitable Remedies. Such amounts are specified in Sections 3.2 (Determination of Aggregate Allocable Development Costs) and 3.5 (Cost Share and Cost Share Percentage), owns or has the right to license to Masimo Cayman (by whatever name or term known or designated), including, without limitation: Section 1.15 “Masimo US Marketing of this Agreement or its rights or remedies at any time will not be construed and will not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this 0 Administration Regulations, 15 C.F.R. Developed Technology, and all Developed Marketing Intangibles (“covered intangibles” within the meaning of U.S. Treasury Regulation Section 1.482-7(b)(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. H�\�͎�@�=OQ��E�n��$�������d�y ��!� �����ӓ��z���"�����]�}�c�ݹ��)ކ����/]���v��q�|6�z���x���z��CVU.��N������p��Y�mj�����kw|t��}��k�g�r��k�9�їz�Z_�˗eO�6����SZ��1�b9^�m��u���ĬZ���Uo��b��wބ�N��w=eU��W����0r`�����%s��c�!��ȯ̯�o� Sy�����k䂹@��������Y��ِ��pz:=�~˼E~a~IYh��Ah��Ah��Ah��Ah�] �v%�Jؕ�+aW��� Neither Party may assign this Agreement, its rights or Section 1.8 “Developed Technology” means and includes any and all inventions, updates, adaptations, know-how, mask works, software, All Masimo US Intangibles are provided “as is” and without any warranty, express, implied or otherwise, regarding their accuracy or performance, and Masimo Developed Intangibles. Section 4.4 Upon any termination under Section 8.2 (Termination for WHEREAS, the Parties intend that the arrangements contemplated by this Agreement Section 1.3 “Annual CSA Report” means the document prepared by the Parties as provided in Article 3 (Development Cost Allocation). consultative form at such time and in such manner as may be mutually convenient to the Parties. h�b```b``vf`��D@��(���1�=�V% c������a��,��}@�D��w��]�äxs]�rt����B{)���~�u�Dw�.�����g��ڸ�����Ո;Jo��X�'(v�f�t��0ׁ������H40�w��`�9���0Bd��� Section 9.3 A Party’s Cost Share for a particular Fiscal Year shall be the Aggregate Allocable Development Costs for that Fiscal Year multiplied by that Party’s Cost Share Percentage (“Cost Share”). Information. following: Section 1.18 “Prior Year Adjustment” means any adjustment to the Parties’ Cost Shares for a Fiscal Year prior to the current Fiscal Year, which may be made in accordance with Section 3.7 (Reconciliation of h��WmO�8�+�:q�ci�TZʮ����.�C|���J������q�RJ�/G4�ό���L\�k!�ύP2Gk����;�^h�|��m.�#����R(c:J��0>j��F�h�v�:��#��@^^�hH���9��C6�d��?H��/������7��jz����x4�i��}���Ƴi�avG2Pf�kau2 ����..���axRE]���߻����2;e_�]Is>=��u�9�a��� �gNʇ�g+���|�����YK�٧��X���K�^-�xyWp���F)�K�>�G)�M� ����&��ٰx�XVw���Fg�2����[�Hy�fO�{NJ[I�W<8.�ɏ�a1����n�U�R#?�;M������x0��1e�Y=/���d�����"�d��>�0�L�&���Y]>|�L+$SJy^=ֳy�G��/���LV'm��]T��tQu��j����ż]�sp�7��hL���ўϿ������B�RxϸzN�����K�=�q�Ƞ� v�����;X�0`�m#��,�{��΀t�ɂ�ց\lԆg ;.栘'^#q�h��!k��{��� ������L6R��l� 2���6(~�:

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