Assignment and Assumption of Cost Sharing Agreement



 Exhibit 10.50 
 ASSIGNMENT AND ASSUMPTION OF 
 COST SHARING AGREEMENT AND BUY-IN LICENSE AGREEMENT 

MASIMO INTERNATIONAL HOLDINGS – MASIMO INTERNATIONAL 
 TECHNOLOGIES SARL 
 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is effective on
November 21, 2008 (“Effective Date”) by and between Masimo International Holdings, a Cayman Islands company having its registered office at Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands
(“Assignor”) and Masimo International Technologies SARL, a Swiss company having its registered office at c/o Pascal Hofer, 6, avenue du Collège 2017 Boudry, Neuchatel, Switzerland (“Assignee”) (collectively the
“Parties” and individually, “Party”). 
 The Parties make this Agreement on the basis of the following facts, intentions
and understandings: 
 WHEREAS, Masimo Corporation (“Masimo US”) and Assignor entered into a cost sharing agreement, fully executed
and effective on September 29, 2008 (the “Cost Sharing Agreement”) pursuant to which Masimo US and Assignor agreed to share expenses related to the future development of intellectual property and technology, as more fully described
therein; 
 WHEREAS, Masimo US and Assignor entered into a buy-in license agreement, fully executed and effective on September 29, 2008
(the “Buy-In Agreement”) pursuant to which Masimo US provides a non-exclusive, royalty bearing license of certain Masimo US intellectual property rights to Assignor for exploitation in all territories other than the United States, as more
fully described therein; 
 WHEREAS, in accordance with Section 10.2 of the Cost Sharing Agreement and with Section 9.2 of the
Buy-In Agreement, Assignor may assign the Cost Sharing Agreement and the Buy-In Agreement (collectively the “Masimo Agreements”) with the written authorization from Masimo US; 
 WHEREAS, Masimo US has granted written authorization to Assignor to assign the Masimo Agreements; 
 WHEREAS, Assignor desires to assign its rights and obligations in the Masimo Agreements and Assignee has agreed to assume said rights and obligations in
the Masimo Agreements and be bound by the terms and conditions thereof. 
 NOW, THEREFORE, in consideration of the mutual covenants and
promises of the Parties, and in consideration of the rights and obligations of the Masimo Agreements, the receipt and sufficiency of all of which is hereby acknowledged, the Parties agree as follows: 







 ARTICLE 1 
 ASSIGNMENT AND ASSUMPTION 
 1.1. Assignment. Assignor hereby assigns to Assignee all of
Assignor’s rights, title and interest in and to the Masimo Agreements. 
 1.2 Assumption. Assignee accepts the assignment from
Assignor and hereby assumes all of Assignor’s obligations, duties, responsibilities and liabilities with respect to the Masimo Agreements arising from and after the date hereof and agrees to perform and discharge, when due, all of the duties
and obligations on the part of Assignor to be performed or discharged in connection with the Masimo Agreements from and after the date hereof. Assignee shall reimburse Assignor for any liabilities arising under the Masimo Agreements before the date
hereof. Assignor shall not be responsible for any obligations, duties, responsibilities and liabilities with respect to the Masimo Agreements arising from and after the date hereof. 
 ARTICLE 2 
 MISCELLANEOUS 
 2.1. Separate Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, but all such counterparts
shall together constitute but one and the same instrument. Transmission by facsimile of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. 
 2.2. Notices. Beginning with the Effective Date of this Agreement, any notices required or permitted under the Masimo Agreements shall be deemed
delivered upon written confirmation of delivery by the courier, if sent to the following respective addresses or such new addresses as may from time to time be supplied hereunder: 
  

			
	 IF TO MASIMO US
	  	 IF TO ASSIGNEE

	 Masimo Corporation
 40 Parker
 Irvine, CA 92618
	  	 Masimo International Technologies SARL
 c/o Pascal
Hofer
 6, avenue du Collège, 2017 Boudry,
 Neuchatel,
Switzerland

		
	Attention: President	  	Attention: Manager

 [Signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereby have executed this Agreement effective as of the day and year first above written.

 ASSIGNOR: 
  

			
	 MASIMO INTERNATIONAL HOLDINGS
 a Cayman
Islands company

		
	By:	 	/s/ Mark P. de Raad
	
	Print Name: Mark P. de Raad
	
	Title: Director

 ASSIGNEE: 
  

			
	MASIMO INTERNATIONAL TECHNOLOGIES SARL
	a Swiss company
		
	By:	 	/s/ Stephen M. Moran
	
	Print Name: Stephen M. Moran
	
	Title: Manager

  

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