Exhibit 10.2


 


SHARED IP
CROSS


 


LICENSE
AGREEMENT


 




    	 



    	 



    

 


SHARED IP
CROSS LICENSE AGREEMENT


 


THIS SHARED IP CROSS
LICENSE AGREEMENT (the “Agreement”), dated as of [              
], 2014 (the “Effective Date”), is made and entered into by and between Symmetry Medical Inc., a Delaware
Corporation (the “Company”); and Racecar Spinco, Inc., a Delaware Corporation and a wholly owned Subsidiary
of the Company (“SpinCo”). Company and SpinCo are referred to in this Agreement each as a “Party”
and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the
Company and SpinCo have entered into the Separation Agreement, pursuant to which, among other things, the Company shall effect
a separation of the OEM Solutions Business (which shall remain with the Company) and the Symmetry Surgical Business (which shall
be conveyed to and vest in SpinCo) through a distribution of all of the shares of SpinCo Common Stock to the Company’s stockholders
without consideration on a pro rata basis and the assignment of certain assets to SpinCo (the “Distribution”);


 


WHEREAS, SpinCo
currently owns all of the SpinCo Owned Shared IP, including the SpinCo Owned Shared IP identified on Schedule A hereto,
and the Company has retained, among other things, the Company Owned Shared IP, including the Company Owned Shared IP identified
on Schedule B hereto; and


 


WHEREAS, in
connection with the transactions contemplated by the Separation Agreement, the Parties have agreed to enter into a cross license
agreement whereby the Company would grant to SpinCo certain licenses under the Company Owned Shared IP and SpinCo would grant to
the Company certain licenses under the SpinCo Owned Shared IP, each in accordance with the terms and conditions of this Agreement.


 


NOW, THEREFOR,
the Parties hereto agree as follows:


 


ARTICLE
I


DEFINITIONS


 


The following terms
shall have the meanings assigned to them below whenever they are used in this Agreement and terms defined elsewhere in this Agreement
shall have the meanings ascribed to them at the location of their definition indicated below. Except where the context otherwise
requires, words imparting the singular shall include the plural and vice versa. Capitalized terms used in this Agreement but not
otherwise defined shall have the meanings set forth in the Separation Agreement entered into by the Parties as of [
], 2014 (the “Separation Agreement”).


 


“Affiliate”
means, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specified Person, including a Subsidiary (as defined below). As
used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through ownership or voting securities or other interests, by contract or
otherwise; provided, that control based solely on the basis of ownership of voting securities or other interests shall be
deemed to exist only if such ownership is in excess of twenty percent (20%) of the ten outstanding shares of common stock or the
combined voting power of such Person.


 




    	 



    	 



    

 


“Change of
Control” means, with respect to a person or entity, a completed transaction involving such person or entity where any
of the following occurs upon closing of the transaction: (a) any Third Party (or group of Third Parties acting in concert)
becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the stock then
outstanding of such person or entity normally entitled to vote in elections of directors; (b) such person or entity consolidates
with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such person or
entity, in either event pursuant to a transaction in which more than fifty percent (50%) of the total voting power of the stock
outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least
fifty percent (50%) of the total outstanding shares of such person or entity preceding such consolidation or merger; or (c) such
person or entity conveys, transfers or leases all or substantially all of its assets.


 


“Company Exclusive
Field” means making, having made, using, selling, offering for sale, importing, exporting or marketing Products on a
contract manufacturing basis for Third Party medical device companies, in each case where such Products are sold, either directly
or through an Orthopedic Distributor, to a Third Party medical device company for resale as a Complimentary Offering. 
With respect to products used or approved for use as arthroscopy instruments, “Company Exclusive Field” includes Products
directly or indirectly sold or otherwise provided to Designated OEM Customers.


 


“Company Exclusive
Period” means (a) the term of this Agreement with respect to SpinCo Owned Shared IP that is Registered Intellectual Property
and (b) a period of ten (10) years commencing on the Effective Date with respect to all other SpinCo Owned Shared IP.


 


“Company Owned
Shared IP” means Company Owned Shared Technology and Company Owned Shared Trademarks.


 


“Company Owned
Shared Technology” means Intellectual Property and Software, excluding Trademarks, that (a) is set forth on Schedule
B hereto (including, in the case of Patents set forth on such schedule, any Patents that claim priority to or share common
priority with any such Patents, and all foreign counterparts of any of the foregoing), or (b) as of the Effective Date, is owned
by the Company and has been used or held for use in connection with both the Symmetry Surgical Business and the OEM Solutions Business
prior to the Distribution.


 


“Company Owned
Shared Trademarks” means those Trademarks that (a) are set forth on Schedule B hereto, or (b) as of the Effective
Date, are owned by the Company and were used or held for use in connection with both the Symmetry Surgical Business and the OEM
Solutions Business prior to the Distribution.


 




    	-2-



    	 



    

 


“Complimentary
Offering” means a product kit or product combination sold by a Third Party that contains one or more Products sold by
the Company to such Third Party where the products other than such Products in such product kit or product combination represent
a substantial portion of the cost or value of the total product kit or product combination sold by such Third Party. For example,
a sterilization case shall be a Complimentary Offering when a Third Party medical device company or Orthopedic Distributor uses
a sterilization case to carry and deliver such Third Party’s branded surgical instruments or implants to a healthcare service
provider.


 


“Designated
OEM Customers” means the companies listed on Schedule D, as such schedule may be amended pursuant to Section 2.1(c)(iii).


 


“Designated
SpinCo Competitors” means Aesculap, a division of B. Braun Melsungen AG; V. Mueller, a division of Carefusion Corporation;
Jarit, the instruments division of Integra LifeSciences Corporation; STERIS Corporation and its Subsidiaries; Hill-Rom Holdings,
Inc. and its Subsidiaries; and each of their present and future Affiliates (other than a future parent company and its Affiliates
that become Affiliates of one of the foregoing business as a result of a Change of Control transaction, in which case Section 2.1(d)
(Designated SpinCo Competitors) will apply).


 


“DHF”
means a design history file for a product, including the compilation of records containing the complete production history of such
product.


 


“Distribution”
has the meaning set forth in the recitals.


 


“General Surgical
Instrument Company” means a company or distributor that is not an Orthopedic Distributor that itself, or in a division
or business unit, (a) develops, manufactures or sells medical devices and instruments used in surgical procedures but (b) does
not derive a substantial portion of such company’s, distributor’s, business unit’s or division’s revenue,
profits or aggregate unit sales volume from the development, marketing or sale of medical devices intended as an implant or intended
for use in supporting or sustaining human life.


 


“Governmental
Authority” shall mean any federal, state, local, foreign or international court, government department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental authority.


 


“Intellectual
Property” means all intellectual property and industrial property rights of any kind or nature, including all United
States and foreign (a) Patents (b) Trademarks, (c) copyrights and copyrightable subject matter, whether statutory or common law,
registered or unregistered and published or unpublished, (d) rights of publicity, (e) moral rights and rights of attribution and
integrity, (f) rights in Software, (g) trade secrets and all other information, know-how, DHFs, inventions, improvements, processes,
formulae, models and methodologies, (h) rights to personal information, (i) internet domain names, social media accounts, telephone
numbers and internet protocol addresses, (j) applications and registrations for the foregoing, and (k) rights and remedies with
respect to past, present and future infringement, misappropriation, or other violation of any of the foregoing.


 


“Licensed
Cases and Trays” means the sterilization cases or trays known as Flashpack, Quadlock and Ultra (or any substantially
similar cases or trays however named).


 




    	-3-



    	 



    

 


“Licensed
Product” means (a) any Product of the Company that but for the licenses granted in this Agreement would infringe any
SpinCo Owned Shared Technology, or that is made, used or sold through the use of any SpinCo Owned Shared Technology, or that bears
any SpinCo Owned Shared Trademark, and (b) any Product of SpinCo that but for the licenses granted in this Agreement would infringe
any Company Owned Shared Technology, or that is made, used or sold through the use of any Company Owned Shared Technology, or that
bears any Company Owned Shared Trademark.


 


“OEM Solutions
Business” means the business related to third party contract manufacturing, as described in the audited statements of
income, equity and cash flows of the OEM Solutions Business financial reporting segment as of December 29, 2012 and December 28,
2013, which are attached to the Separation Agreement as Schedule 1.1(a).


 


“Orthopedic
Distributor” means a company that, as its primary business, purchases (from more than one Third Party medical device
manufacturer) and distributes (to more than one hospital, physician’s office, ambulatory care center, surgical center or
other healthcare service provider), orthopedic implants, and surgical instrumentation and sterilization cases used as accessories
to such orthopedic implants.


 


“Patents”
means patents and patent applications, including any continuation, continuation-in-part, divisional and provisional applications
and any patents issuing thereon and any reissues, reexaminations, substitutes and extensions of any of the foregoing, utility models
and applications for utility models, inventor’s certificates and applications for inventor’s certificates, and invention
disclosure statements.


 


“Products”
means medical devices, medical instruments, sterilization cases or trays.


 


“Registered
Intellectual Property” means all Patents, registered Trademarks and applications to register Trademarks, registered copyrights
and applications to register copyrights, and domain names.


 


“Shared DHFs”
has the meaning set forth in Section 2.4.


 


“Shared Intellectual
Property” means Company Owned Shared IP and SpinCo Owned Shared IP.


 


“Shared Registered
IP” has the meaning set forth in Section 4.2.


 


“Software”
means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies,
whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether
machine readable or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop
any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons,
and (d) documentation, including user manuals and other training documentation related to any of the foregoing.


 




    	-4-



    	 



    

 


“SpinCo Exclusive
Field” means making, having made, using, selling, offering for sale, importing, exporting or marketing Products either
(a) for sale, lease or distribution to hospitals, physician’s offices, ambulatory care centers, surgical centers, or other
healthcare service providers or to any distributor or other Third Party (other than Orthopedic Distributors or Designated OEM Customers)
who in turn sells, leases or distributes the Products to hospitals, physician’s offices, ambulatory care centers, surgical
centers or other healthcare service providers, or (b) with respect to the Licensed Cases and Trays only, for sale to any Third
Party for resale by such Third Party as a Stand-Alone Offering.  With respect to products used or approved for use as arthroscopy
instruments, the SpinCo Exclusive Field includes Products sold or otherwise provided to General Surgical Instrument Companies or
the Designated SpinCo Competitors.


 


“SpinCo Exclusive
Period” means (a) the term of this Agreement with respect to Company Owned Shared IP that is Registered Intellectual
Property and (b) a period of ten (10) years commencing on the Effective Date with respect to all other Company Owned Shared IP.


 


“SpinCo Owned
Shared IP” means SpinCo Owned Shared Technology and SpinCo Owned Shared Trademarks.


 


“SpinCo Owned
Shared Technology” means Intellectual Property and Software, excluding Trademarks, that (a) is set forth on Schedule
A hereto (including, in the case of Patents set forth on such schedule, any Patents that claim priority to or share common
priority with any such Patents, and all foreign counterparts of any of the foregoing), or (b) as of the Effective Date, is owned
by the Company and has been used or held for use in connection with both the Symmetry Surgical Business and the OEM Solutions Business
prior to the Distribution.


 


“SpinCo Owned
Shared Trademarks” means those Trademarks, that (a) are set forth on Schedule A hereto, or (b) as of the Effective
Date, are owned by SpinCo and have been used or held for use in connection with both the Symmetry Surgical Business and the OEM
Solutions Business prior to the Distribution.


 


“Stand-Alone
Offering” means the sale of a Product as a stand-alone product or otherwise in a manner that is not a Complimentary Offering.


 


“Symmetry
Surgical Business” has the meaning set forth in the Separation Agreement.


 


“Third Party”
means a person or entity other than SpinCo or the Company or their Affiliates.


 


“Trademarks”
means all rights with respect to trademarks and services marks, all registrations thereof and applications therefor and all goodwill
associated therewith.


 




    	-5-



    	 



    

 


ARTICLE
II


LICENSES


 


Section 2.1.          License
Grants.


 


(a)          License
Grants to SpinCo.


 


(i)          Technology.
Subject to the terms and conditions in this Agreement, the Company hereby grants and agrees to grant to SpinCo a worldwide, fully
paid-up, royalty-free, non-transferable (except as set forth in Section 10.1), perpetual, irrevocable (except as set forth in Section
9.3) license under the Company Owned Shared Technology, with the right to grant sublicenses in accordance with Section 2.2, to
make, have made, use, sell, offer for sale, import and export all products and services and otherwise practice, reproduce, distribute,
make derivative works of, display, perform, and otherwise exploit the Company Owned Shared Technology, in all fields of use excluding
the Company Exclusive Field. The foregoing license will be (1) exclusive (even as to the Company) in the SpinCo Exclusive Field
(A) for the term of this Agreement with respect to all Company Owned Shared Technology that is Registered Intellectual Property
and (B) for a period of (10) years with respect to all Company Owned Shared Technology that is not Registered Intellectual Property
and (2) otherwise non-exclusive.


 


(ii)         Trademarks.
Subject to the terms and conditions in this Agreement, the Company hereby grants and agrees to grant to SpinCo a worldwide, fully
paid-up, royalty-free, non-transferable (except as set forth in Section 10.1), perpetual license, with the right to grant sublicenses
in accordance with Section 2.2, to use and display the Company Owned Shared Trademarks, in all fields of use excluding the Company
Exclusive Field. The foregoing license will be exclusive (even as to the Company) in the SpinCo Exclusive Field.


 


(b)          License
Grants to Company.


 


(i)          Technology.
Subject to the terms and conditions in this Agreement and the Separation Agreement, SpinCo hereby grants and agrees to grant to
the Company a worldwide, fully paid-up, royalty-free, non-transferable (except as set forth in Section 10.1), perpetual, irrevocable
(except as set forth in Section 9.3) license under the SpinCo Owned Shared Technology, with the right to grant sublicenses in accordance
with Section 2.2, to make, have made, use, sell, offer for sale, import and export all products and services and otherwise practice,
reproduce, distribute, make derivative works of, display, perform, and otherwise exploit the SpinCo Owned Shared Technology, in
all fields of use excluding the SpinCo Exclusive Field. The foregoing license will be (1) exclusive (even as to SpinCo) in the
Company Exclusive Field (A) for the term of this Agreement with respect to all SpinCo Owned Shared Technology that is Registered
Intellectual Property and (B) for a period of (10) years with respect to all Company Owned Shared Technology that is not Registered
Intellectual Property and (2) otherwise non-exclusive.


 


(ii)         Trademarks.
Subject to the terms and conditions in this Agreement, SpinCo hereby grants and agrees to grant to the Company a worldwide, fully
paid-up, royalty-free, non-transferable (except as set forth in Section 10.1), perpetual license, with the right to grant sublicenses
in accordance with Section 2.2, to use and display the SpinCo Owned Shared Trademarks in all fields of use excluding the SpinCo
Exclusive Field. The foregoing license will be exclusive (even as to SpinCo) in the Company Exclusive Field.


 




    	-6-



    	 



    

 


(c)          Schedule
Updates.


 


(i)          SpinCo
Owned Shared IP. If at any time following the Effective Date, either Party determines Registered Intellectual Property that
constitutes SpinCo Owned Shared IP was omitted from Schedule A, then the Parties will update Schedule A to add such
additional SpinCo Owned Shared IP. For clarity, all SpinCo Owned Shared IP will be licensed to the Company pursuant to the license
grants in Section 2.1(b) regardless of whether it is set forth on Schedule A.


 


(ii)         Company
Owned Shared IP. If at any time following the Effective Date, either Party determines Registered Intellectual Property that
constitutes Company Owned Shared IP was omitted from Schedule B, then the Parties will update Schedule B to add such
additional Company Owned Shared IP. For clarity, all Company Owned Shared IP will be licensed to SpinCo pursuant to the license
grants in Section 2.1(a) regardless of whether it is set forth on Schedule B.


 


(iii)        Designated
OEM Customers. In the event a Designated OEM Customer undergoes a Change of Control, such company shall automatically cease
to be a Designated OEM Customer and shall be deemed to be removed from the list of Designated OEM Customers sixty (60) days following
the effective date of such Change in Control. The Company may at any time request that SpinCo agree to add a new OEM customer to
Schedule D as a Designated OEM Customer if it believes it is a similar type of customer as the ones that appeared on Schedule
D as of the Effective Date. The Company shall submit such request to SpinCo in writing explaining its reasoning for such request,
which request may be submitted by email at tom.sullivan@symmetrymedical.com, with a copy to david.milne@symmetrymedical.com, or
such other email addresses as are provided by SpinCo to the Company. SpinCo shall consider such request in good faith and may provide
its response by email at rrutledge@gencap.com, with a copy to craig.adas@weil.com, or such other email addresses as are provided
by the Company to SpinCo. SpinCo may respond to the Company’s request with a request for an extension of time, provided that
such extension shall not exceed fifteen (15) days. If SpinCo does not respond to the Company’s request within thirty (30)
days of such request (or within forty-five (45) days if an extension of time has been requested pursuant to the foregoing sentence),
or if SpinCo states that the party identified by the Company should not, in SpinCo’s good faith, reasonable judgment, be
a Designated OEM Customer, such party shall not be a Designated OEM Customer for the purposes of this Agreement. If SpinCo states
that the company identified by the Company is, in SpinCo’s good faith, reasonable judgment of a nature that it would be appropriate
to make it a Designated OEM Customer, then such party shall be a Designated SpinCo Competitor for the purposes of this Agreement
and the Parties will update Schedule D to add such company.


 


(d)          Designated
SpinCo Competitors. If a Designated SpinCo Competitor undergoes a Change of Control through which it is acquired by a then-current
customer of the Company, then upon the Company’s request, the Parties shall meet and confer to determine the terms on which
the Company may continue to sell Licensed Products to the new parent company of such Designated SpinCo Competitor following such
Change of Control, which terms shall include reasonable mechanisms to ensure that the Company does not sell Licensed Products to
the business of such Designated SpinCo Competitor following such Change of Control, or any other business of such acquiring company
that competes with SpinCo with respect to the sale of Licensed Products.


 




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(e)          General
Surgical Instrument Companies. The Company may at any time request that SpinCo provide a statement as to whether SpinCo reasonably
believes, in its good faith judgment, that a company not specified as a Designated SpinCo Competitor is a General Surgical Instrument
Company. The Company shall submit such request to SpinCo in writing, which request may be submitted by email at tom.sullivan@symmetrymedical.com
with a copy to david.milne@symmetrymedical.com, or such other email addresses as are provided by SpinCo to the Company. SpinCo
shall consider such request in good faith and may provide its response by email at tom.sullivan@symmetrymedical.com, with a copy
to david.milne@symmetrymedical.com, or such other email addresses as are provided by the Company to SpinCo. SpinCo may respond
to the Company’s request with a request for an extension of time, provided that such extension shall not exceed two (2) additional
business days. If SpinCo does not respond to the Company’s request within three (3) business days of such request (or within
five (5) business days if an extension of time has been requested pursuant to the foregoing sentence), or if SpinCo states that
the party identified by the Company is not, in SpinCo’s good faith, reasonable judgment a General Surgical Instrument Company,
such party shall be deemed to be excluded from the definition of General Surgical Instrument Company until and unless such party
undergoes a Change of Control. If SpinCo states that the party identified by the Company is, in SpinCo’s good faith, reasonable
judgment a General Surgical Instrument Company, such party shall be a Designated SpinCo Competitor for the purposes of this Agreement
until and unless such party undergoes a Change of Control, in which case the process described in this paragraph shall be repeated
with respect to such combined company.


 


(f)          Licensed
Cases or Trays.


 


(i)          Subject
to its rights in respect of the Depuy Companies in Section 2.1(f)(ii), the Company will not intentionally sell Licensed Cases and
Trays to a Third Party for resale by such Third Party as a Stand-Alone Offering. SpinCo acknowledges that Company will not be required
to actively monitor how its customers use such Licensed Cases and Trays. However, if SpinCo becomes aware that the Company has
sold any Licensed Cases and Trays to a Third Party who resold (or is offering for sale) such Licensed Cases and Tray as a Stand-Alone
Offering, then SpinCo may notify the Company of such sale (such notice a “Exclusivity Notice”), which notice
shall include reasonable substantiation evidencing that such Third Party has resold (or is offering for sale) such Licensed Cases
and Trays as a Stand-Alone Offering. No later than sixty (60) days after SpinCo provides such Exclusivity Notice (such period,
the “Cure Period”), the Company shall cease making such sales of such Licensed Cases and Trays to such Third
Party for the duration of the SpinCo Exclusive Period, and at SpinCo’s request, the Company shall certify in writing to SpinCo
that it has done so. The Company’s cessation of the sale of such Licensed Cases and Trays to such Third Party within the
Cure Period will be SpinCo’s sole and exclusive remedy for any unintentional sale by the Company of Licensed Cases and Trays
to such Third Party for resale by such Third Party as a Stand-Alone Offering.


 




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(ii)         Notwithstanding
clause 2.1(f)(i) above, if a Designated OEM Customer is reselling Licensed Cases and Trays as a Stand Alone Offering, then the
Company may request during the Cure Period that it pay SpinCo a royalty on such sales to such Designated OEM Customer rather than
ceasing to sell such Licensed Cases and Trays to such Designated OEM Customer. If the Company makes such a request during the Cure
Period, the Parties shall negotiate in good faith and agree upon a commercially reasonable royalty rate, which the Company shall
pay to SpinCo on its sales of Licensed Cases and Trays to such Designated OEM Customer to compensate SpinCo for the violation of
the SpinCo Exclusive Field. In such event, the mutually-agreed royalty paid to SpinCo with respect to the Company’s sales
of Licensed Cases and Trays to such Designated OEM Customer will be SpinCo’s sole and exclusive remedy for such sales of
Licensed Cases and Trays to such Designated OEM Customer. Notwithstanding the foregoing, the Company may continue to sell “QuadLock”
Licensed Cases and Trays to the DePuy Companies (a Designated OEM Customer) without being required to pay any royalty under this
Agreement with respect to such sales.


 


(iii)        In
the event that the Company disputes whether any purchaser of such Licensed Case or Tray is reselling such tray or case as a Stand-Alone
Offering, then the Company may invoke the dispute resolution procedures set forth in Article IX of the Separation Agreement to
resolve such dispute. If, following arbitration in accordance with such procedures, the arbitrator(s) determine that such Third
Party did resell such Licensed Cases and Trays as a Stand Alone Offering, then the Company will immediately cease selling such
Licensed Cases and Trays to such Third Party and SpinCo will be entitled to collect its damages incurred as a result of such sales
occurring from the end of the Cure Period through the date such sales ceased.


 


Section 2.2.          Sublicenses.
Each Party may sublicense the licenses granted to it in Section 2.1 through multiple tiers without the consent of the other Party;
provided, however, that all sublicense agreements must be consistent with this Agreement. Each Party shall remain the primary obligor
under this Agreement and shall be responsible for all acts or omissions of any sublicensee as if such actions were performed by
such Party.


 


Section 2.3.          Limitation
of Rights.


 


(a)          SpinCo
acknowledges that the Company owns the Company Owned Shared IP, and except as expressly stated in this Agreement no other rights
or licenses, express or implied, are granted by the Company to SpinCo under this Agreement with respect to any Intellectual Property
owned or controlled by the Company. All use of the Company Owned Shared Trademarks by SpinCo, and all goodwill associated with
such use, shall inure to the benefit of the Company.


 


(b)          The
Company acknowledges that SpinCo owns the SpinCo Owned Shared IP, and except as expressly stated in this Agreement no other rights
or licenses, express or implied, are granted by SpinCo to the Company under this Agreement with respect to any Intellectual Property
owned or controlled by the SpinCo. All use of the SpinCo Owned Shared Trademarks by the Company, and all goodwill associated with
such use, shall inure to the benefit of SpinCo.


 




    	-9-



    	 



    

 


(c)          Neither
Party shall use or disclose the Intellectual Property licensed to it under this Agreement other than as expressly licensed to it
in this ARTICLE II or in the Supply Agreement dated as of the Effective Date between the Parties.


 


Section 2.4.          Design
History Files. Schedule C identifies (a) the design history files (“DHFs”) owned by SpinCo and used
by the Company and (b) the DHFs owned by the Company and used by SpinCo ((a) and (b) together, the “Shared DHFs”);
and (c) the Party responsible for having physical possession of and maintaining such Shared DHFs (the “Holding Party”).
Company hereby grants to SpinCo a right to cross reference the Shared DHFs owned or controlled by Company or for which Company
is the Holding Party. SpinCo hereby grants to Company a right to cross reference the Shared DHFs owned or controlled by SpinCo
or for which SpinCo is the Holding Party.


 


(a)          The
Holding Party shall maintain the DHF(s) (i) in compliance with all applicable laws, and (ii) such that no Shared DHF, and none
of the Holding Party’s activities with respect to the maintenance, updating, storing or handling of any Shared DHF, would
be reasonably likely to trigger an FDA Form 483, warning letter or similar claim, action, audit or investigation if such Shared
DHF were reviewed by the FDA or any other governmental or regulatory authority.


 


(b)          From
time to time, upon the non-Holding Party’s reasonable request, the Holding Party shall provide the non-Holding Party the
right to review the Shared DHFs maintained by the Holding Party.


 


(c)          Promptly
after receiving the non-Holding Party’s written request, and in no event later than thirty (30) days after the date of such
request, the Holding Party shall provide the non-Holding Party with a true, correct and complete copy of any requested Shared DHF
maintained by such Holding Party.


 


(d)          During
the Term, the Holding Party shall make all changes to the Shared DHFs maintained by such Holding Party as are reasonably requested
by the other Party. All such changes shall be made at no expense to the non-Holding Party, provided, however, that if the non-Holding
Party requests substantial changes to a Shared DHF maintained by the Holding Party, the Holding Party and the non-Holding Party
shall negotiate in good faith to determine the costs to be paid by the non-Holding Party to the Holding Party for making such changes
to the applicable Shared DHF, which costs shall not exceed commercially reasonable costs.


 


(e)          If
at any time following the Effective Date, either Party determines that any Shared DHFs were omitted from Schedule C, then
the Parties will update Schedule C to add such additional Shared DHFs. For clarity, all Shared DHFs shall be subject to
the terms of this Section 2.4 regardless of whether it is set forth on Schedule C.


 


Section 2.5.          Trademark
Quality Control.


 


(a)          SpinCo
shall cause the quality of its products and services bearing the Company Owned Shared Trademarks to be of a standard consistent
with the quality associated with the products and services that bore such Company Owned Shared Trademarks prior to the Effective
Date, and in any case consistent with all applicable laws. SpinCo will use commercially reasonable efforts to cause its use of
the Company Owned Shared Trademarks to be in accordance with any commercially reasonable and customary written style guidelines
provided by the Company from time to time.


 




    	-10-



    	 



    

 


(b)          Company
shall cause the quality of its products and services bearing the SpinCo Owned Shared Trademarks to be of a standard consistent
with the quality associated with the products and services that bore such SpinCo Owned Shared Trademarks prior to the Effective
Date, and in any case consistent with all applicable laws. Company will use commercially reasonable efforts to cause its use of
the Company Owned Shared Trademarks to be in accordance with any commercially reasonable and customary written style guidelines
provided by the SpinCo from time to time.


 


(c)          In
the event that either Party materially breaches this Section 2.4 and fails to cure such breach within 90 days of receiving notice
of such breach from the non-breaching Party, the non-breaching Party may terminate the Trademark license granted to the breaching
Party pursuant to Section 2.1 by providing written notice of termination to the breaching Party.


 


Section 2.6.          Affiliates.
Each Party acknowledges and accepts that the other Party may exercise its rights, perform its obligations, and pursue its remedies
under this Agreement either directly or through one or more of its Affiliates. A Party’s Affiliates will have the benefit
of all rights (including all licenses) and remedies of such Party under this Agreement. Accordingly, in this Agreement “SpinCo”
will be interpreted to mean “SpinCo and/or its Affiliates” and “Company” will be interpreted to mean “Company
and/or its Affiliates” where necessary to give each Party’s Affiliates the benefit of the rights and remedies provided
to such Party in this Agreement; provided, however, that in any event each Party will remain responsible for the
acts and omissions, including financial liabilities, of its Affiliates.


 


ARTICLE
III


IMPROVEMENTS


 


(a)          As
between the Parties, SpinCo shall retain ownership of any improvements, modifications or derivative works of, or resulting from,
any SpinCo Owned Shared IP or Company Owned Shared IP (“Improvements”) made by or on behalf of SpinCo or its
Affiliates (“SpinCo Improvements”), or any other Intellectual Property or Intellectual Property rights developed
or acquired by SpinCo or its Affiliates after the Effective Date (together with SpinCo Improvements, “New SpinCo Intellectual
Property”). It is expressly understood and agreed that no rights or licenses, express or implied, are granted by SpinCo
to the Company under this Agreement in or to any New SpinCo Intellectual Property.


 


(b)          As
between the Parties, the Company shall retain ownership of any Improvements made by or on behalf of the Company or its Affiliates
(“Company Improvements”), or any other Intellectual Property or Intellectual Property rights developed or acquired
by the Company or its Affiliates after the Effective Date (together with Company Improvements, “New Company Intellectual
Property”). It is expressly understood and agreed that no rights or licenses, express or implied, are granted by the
Company to SpinCo under this Agreement in or to any New SpinCo Intellectual Property.


 




    	-11-



    	 



    

 


(c)          Neither
Party shall have any obligation to disclose to, or provide, the other Party with any Improvement or embodiment thereof. Any decision
to apply for a patent or other protection on any Improvement shall be at the sole discretion and expense of the Party that owns
such Improvement.


 


ARTICLE
IV


PROSECUTION
AND MAINTENANCE


 


Section 4.1.          Control.


 


(a)          Subject
to Section 4.4 (Abandoned IP), SpinCo shall have the exclusive right, but not the obligation, using counsel of its own choosing,
to obtain, prosecute (including carrying out any interferences, reissue proceedings and re-examinations), and maintain throughout
the world, any Registered Intellectual Property that is SpinCo Owned Shared IP. Subject to Section 4.4 below, SpinCo is referred
to in this Agreement as the “Prosecuting Party” with respect to the foregoing Intellectual Property.


 


(b)          Subject
to Section 4.4 (Abandoned IP), the Company shall have the exclusive right, but not the obligation, using counsel of its own choosing,
to obtain, prosecute (including carrying out any interferences, reissue proceedings and re-examinations), and maintain throughout
the world, any Registered Intellectual Property that is Company Owned Shared IP. Subject to Section 4.4 below, the Company is referred
to in this Agreement as the “Prosecuting Party” with respect to the foregoing Intellectual Property.


 


Section 4.2.          Cost
Allocation.


 


(a)          The
Parties shall share all reasonable expenses incurred by the Prosecuting Party in connection with obtaining, prosecuting (including
carrying out any interferences, reissue proceedings and re-examinations) and maintaining (the “Maintenance Costs”)
any Shared Intellectual Property that is Registered Intellectual Property (“Shared Registered IP”), in each
case as follows: (a) with respect to Shared Registered IP directly related to arthroscopy products (“Arthroscopy”),
the Company shall pay 72% of Maintenance Costs and SpinCo shall pay 28% of all Maintenance Costs; (b) with respect to Shared Registered
IP directly related to case products made in Manchester, Lille and Malaysia (“Cases”), SpinCo shall pay 4% of
Maintenance Costs and the Company shall pay 96% of Maintenance Costs; (c) with respect to Shared Registered IP directly related
to Quad-lockTM products (“Quad-Lock”), SpinCo shall pay 50% of Maintenance Costs and the Company shall
pay 50% of Maintenance Costs; and (d) with respect to any Shared Registered IP relating to more than one of the foregoing product
categories or unrelated to any of the foregoing product categories, the Parties shall share Maintenance Costs equally.


 


(b)          The
Prosecuting Party may, from time to time, invoice the other Party for such other Party’s share of Maintenance Costs as set
forth in this Section 4.2, which invoices shall be accompanied by reasonable supporting documentation for such Maintenance Costs.
The non-Prosecuting Party shall pay all such undisputed invoices within sixty (60) days of receipt.


 




    	-12-



    	 



    

 


(c)          In
the event of any material change to the Parties’ shares of product revenue for Arthroscopy, Cases, or Quad-Lock, the Parties
shall negotiate in good faith to amend the cost allocation set forth in Section 4.2(a) such that each Party bears Maintenance Costs
that are proportional to such Party’s share of aggregate product revenue for each of Arthroscopy, Cases and Quad-Lock product
sales.


 


Section 4.3.          Cooperation.
The Prosecuting Party shall provide the other Party with copies of all correspondence from the U.S. Patent and Trademark Office
(or any corresponding office, department, organization, agency or other Governmental Authority in the relevant jurisdiction) relating
to Prosecution as well as copies of all proposed responses to such correspondence. The Prosecuting Party will give the other Party
a reasonable opportunity to provide comments on such documents prior to their filing and to make requests of the Prosecuting Party
concerning Prosecution, and the Prosecuting Party will consider such comments and requests in good faith. If the Parties disagree
on any matter relating to Prosecution, the Prosecuting Party will have the final decision with respect to such matter.


 


Section 4.4.          Abandoned
IP. In the event that SpinCo or the Company elects not to continue prosecution, maintenance or renewal efforts with respect
to any Shared Intellectual Property that is Registered Intellectual Property owned by such Party (in each case the “Abandoned
IP”), such abandoning Party shall (i) promptly and on a timely basis, and no later than ninety (90) days before any deadline
for response, submission or other action, notify the other Party thereof, and (ii) offer to assign the Abandoned IP to the non-Abandoning
Party for nominal consideration, in which case such Abandoned IP shall be excluded from Company Owned Shared IP and SpinCo Owned
Shared IP, and Schedule A and Schedule B to this Agreement will be updated accordingly.


 


ARTICLE
V


ENFORCEMENT
AND DEFENSE


 


Section 5.1.          Notice.


 


(a)          The
Company shall promptly notify SpinCo in writing of any alleged or threatened infringement of any SpinCo Owned Shared IP of which
it becomes aware, and SpinCo shall promptly notify the Company of any alleged or threatened infringement of any SpinCo Owned Shared
IP in the Company Exclusive Field of which it becomes aware. (Such infringement is referred to as “Infringement”
and “Infringe” shall be interpreted accordingly and respectively for purposes of Section 5.2(a).)


 


(b)          SpinCo
shall promptly notify the Company in writing of any alleged or threatened infringement of any Company Owned Shared IP of which
it becomes aware, and the Company shall promptly notify SpinCo of any alleged or threatened infringement of any Company Owned Shared
IP in SpinCo Exclusive Field of which it becomes aware. (Such infringement is referred to as “Infringement”
and “Infringe” shall be interpreted accordingly and respectively for purposes of Section 5.2(b).)


 




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Section 5.2.          Control;
Settlement; Recovery.


 


(a)          SpinCo
Owned Shared IP.


 


(i)          For
all Infringement of the SpinCo Owned Shared IP within the Company Exclusive Field, SpinCo shall have the first right, but not the
obligation, to bring, at its own expense and in its sole control, an appropriate action against the person or entity engaged in
such Infringement directly or indirectly, including the right to enforce such SpinCo Owned Shared IP for past infringement, the
right to sue for injunction, damages, and otherwise, and the right to collect all damages and fees including past damages (including
any damages prior to the Effective Date). During the Company Exclusive Period, if SpinCo does not bring such action within ninety
(90) days of notification thereof by the Company pursuant to Section 5.1 or within ninety (90) days of the date upon which notification
thereof to the Company was given by SpinCo pursuant to Section 5.1, or within fifteen (15) days (regardless of which Party provided
notification) if, in the reasonable opinion of the Company, preliminary injunctive relief is appropriate, the Company shall have
the second right, but not the obligation, to bring at the Company’s expense and in its sole control, such appropriate action,
including the right to enforce such SpinCo Owned Shared IP for past infringement, the right to sue for injunction, damages, and
otherwise, and the right to collect all damages and fees including past damages (e.g., any damages prior to the Effective Date).
The Party not bringing an action under this Section 5.2(a)(i) shall be entitled to separate representation in such matter by counsel
of its own choice and at its own expense, but such Party shall cooperate reasonably with the Party bringing such action, including
without limitation agreeing to be named as a party to such action, if necessary.


 


(ii)         For
all Infringement of any (1) SpinCo Owned Shared IP outside the Company Exclusive Field or (2) SpinCo Owned Shared IP in the Company
Exclusive Field after the Company Exclusive Period, SpinCo shall have the exclusive right, but not the obligation, to bring, at
SpinCo’s expense and in its sole control, an appropriate action against any person or entity engaged in such Infringement
directly or indirectly, including the right to enforce such Intellectual Property Rights for past Infringement, the right to sue
for injunction, damages, and otherwise, and the right to collect all damages and fees including past damages (e.g., any damages
prior to the Effective Date).


 


(iii)        A
Party shall not settle, stipulate, or confess to any judgment, or take other action with respect to a claim brought under Section
5.2(a) involving any SpinCo Owned Shared IP within the Company Exclusive Field in a manner that would diminish the other Party’s
interests or rights or that would impose personal liability or obligation against the other Party, without the prior written consent
of the other Party (which consent shall not be unreasonably conditioned, withheld, or delayed).


 


(iv)        A
Party who is entitled to bring and does bring an action under Section 5.2(a)(i) shall be entitled to all of the recovery realized
as a result of the action. SpinCo shall be entitled to all of the recovery as a result of any action brought by it under Section
5.2(a)(ii).


 




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(b)          Company
Owned Shared IP.


 


(i)          For
all Infringement of the Company Owned Shared IP within the SpinCo Exclusive Field, the Company shall have the first right, but
not the obligation, to bring, at its own expense and in its sole control, an appropriate action against the person or entity engaged
in such Infringement directly or indirectly, including the right to enforce such Company Owned Shared IP for past infringement,
the right to sue for injunction, damages, and otherwise, and the right to collect all damages and fees including past damages (including
any damages prior to the Effective Date). During the SpinCo Exclusive Period, if the Company does not bring such action within
ninety (90) days of notification thereof by SpinCo pursuant to Section 5.1 or within ninety (90) days of the date upon which notification
thereof to SpinCo was given by the Company pursuant to Section 5.1, or within fifteen (15) days (regardless of which Party provided
notification) if, in the reasonable opinion of SpinCo, preliminary injunctive relief is appropriate, SpinCo shall have the second
right, but not the obligation, to bring at SpinCo’s expense and in its sole control, such appropriate action, including the
right to enforce such the Company Owned Shared IP for past infringement, the right to sue for injunction, damages, and otherwise,
and the right to collect all damages and fees including past damages (e.g., any damages prior to the Effective Date). The Party
not bringing an action under this Section 5.2(b)(i) shall be entitled to separate representation in such matter by counsel of its
own choice and at its own expense, but such Party shall cooperate reasonably with the Party bringing such action, including without
limitation agreeing to be named as a party to such action, if necessary.


 


(ii)         For
all Infringement of any (1) Company Owned Shared IP outside the SpinCo Exclusive Field or (2) Company Owned Shared IP in the SpinCo
Exclusive Field after the SpinCo Exclusive Period, the Company shall have the exclusive right, but not the obligation, to bring,
at the Company’s expense and in its sole control, an appropriate action against any person or entity engaged in such Infringement
directly or indirectly, including the right to enforce such Intellectual Property Rights for past Infringement, the right to sue
for injunction, damages, and otherwise, and the right to collect all damages and fees including past damages (e.g., any damages
prior to the Effective Date).


 


(iii)        A
Party shall not settle, stipulate, or confess to any judgment, or take other action with respect to a claim brought under Section
5.2(b)(i) involving any Company Owned Shared IP within the SpinCo Exclusive Field in a manner that would diminish the other Party’s
interests or rights or that would impose personal liability or obligation against the other Party, without the prior written consent
of the other Party (which consent shall not be unreasonably conditioned, withheld, or delayed).


 


(iv)        A
Party who is entitled to bring and does bring an action under Section 5.2(b)(i) shall be entitled to all of the recovery realized
as a result of the action. The Company shall be entitled to all of the recovery as a result of any action brought by it under Section
5.2(b)(ii).


 




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ARTICLE
VI


DISCLAIMER;
LIMITATION OF LIABILITY


 


Section 6.1.          DISCLAIMER.
THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE MERGER AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES,
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY, WHICH BOTH PARTIES HEREBY DISCLAIM.


 


Section 6.2.          LIMITATION
OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR (A) ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THE PERFORMANCE OF, OR RELATING
TO, THIS LICENSE OR (B) ANY CLAIMS FOR DAMAGES BASED UPON LOST PROFITS FOR SALES TO THIRD PARTIES; PROVIDED, HOWEVER, THAT THE
LIMITATION IN THIS PARAGRAPH SHALL NOT APPLY TO CLAIMS ARISING FROM THE INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF THE CONFIDENTIAL
INFORMATION OR INTELLECTUAL PROPERTY OF THE OTHER PARTY, INCLUDING ANY BREACH OF ARTICLE 8 (CONFIDENTIALITY) OR SECTION 2.3 (LIMITATION
OF RIGHTS).


 


ARTICLE
VII


INDEMNIFICATION


 


Section 7.1.          Indemnification
by SpinCo. SpinCo shall defend, indemnify and hold harmless the Company and its Affiliates, sublicensees and distributors and
each of their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all claims,
demands, causes of action, suits or proceedings by a third party (“Claims”), to the extent arising out of defect
in design or manufacture of any SpinCo product sold after the Effective Date that incorporates the Company Owned Shared Technology
or bears the Company Owned Shared Trademarks. SpinCo’s foregoing obligation to indemnify, defend and hold harmless shall
not apply to such portion of any Claims arising or resulting from: (i) a breach or nonfulfillment of any representation, warranty
or covenant of the Company (or any of the other indemnified parties set forth in this Section 7.1 above) set forth in the Separation
Agreement, Merger Agreement or any other agreement entered into by the Parties in connection with the transactions contemplated
thereby; or (ii) any gross negligence or willful misconduct of the Company (or any of the other indemnified parties set forth in
this Section 7.1 above).


 


Section 7.2.          Indemnification
by the Company. The Company shall defend, indemnify and hold harmless SpinCo and its Affiliates, sublicensees and distributors
and each of their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all
Claims, to the extent arising out of defect in design or manufacture of any Company product sold after the Effective Date that
incorporates the SpinCo Owned Shared Technology or bears the SpinCo Owned Shared Trademarks. The Company’s foregoing obligation
to indemnify, defend and hold harmless shall not apply to such portion of any Claims arising or resulting from: (i) a breach or
nonfulfillment of any representation, warranty or covenant of the SpinCo (or any of the other indemnified parties set forth in
this Section 7.2 above) set forth in the Separation Agreement, Merger Agreement or any other agreement entered into by the Parties
in connection with the transactions contemplated thereby; or (ii) any gross negligence or willful misconduct of SpinCo (or any
of the other indemnified parties set forth in this Section 7.2 above).


 




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Section 7.3.          Notice
and Procedure. The indemnified Party shall provide indemnifying Party prompt written notice of any such Claim; provided, that
any failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnity obligations under this
Agreement except to the extent the indemnifying Party is actually prejudiced by such failure or delay. The indemnifying Party shall
have the right to control the defense and settlement of such Claim; provided that (a) the indemnifying Party shall not settle any
such Claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed
and (b) the indemnified Party may, at its option and expense, participate in connection with the defense and settlement of any
such Claim. The indemnified Party shall provide, at the indemnifying Party’s request and expense, reasonable cooperation
in defending or settling any such Claim.


 


ARTICLE
VIII


CONFIDENTIALITY


 


Section 8.1.          Confidential
Information. During the period beginning on the Effective Date and ending on the date that is five (5) years from the date
of termination of this Agreement, each Party shall retain in strict confidence, and shall cause such Party’s Representatives
to retain in strict confidence, all information and data relating to the other Party received pursuant to this Agreement, including
but not limited to, information regarding its business, employees, development plans, programs, documentation, techniques, trade
secrets, systems and know-how (“Confidential Information”), and shall not use such Confidential Information
other than in connection with performance of this Agreement and, unless otherwise required by law, disclose such information to
any third party without the other’s prior written consent. Without limitation, the information included within the Company
Shared Technology shall be Company’s Confidential Information, and information included within the SpinCo Shared Technology
shall be SpinCo’s Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not
include information that:


 


(a)          is
or becomes generally available to the public other than as a result of a breach of this Agreement by a Party or any of its Affiliates;


 


(b)          is
or becomes available to a Party or any of its Affiliates on a non-confidential basis from a source other than the other Party and
its Affiliates; provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary
obligation of, confidentiality to the other Party or any of its Affiliates; or


 




    	-17-



    	 



    

 


(c)          is
independently acquired or developed by a Party or any of its Affiliates without use of any shared Confidential Information or violation
of any obligation hereunder, as evidenced by such Party’s or its Affiliates’ (as applicable) contemporaneous written
records.


 


Section 8.2.          Grounds
for Disclosure. In the event that either Party (the “Receiving Party”) receives a request to disclose all
or any part of any Confidential Information under the terms of a subpoena, Order, civil investigative demand or similar process
issued by a court of competent jurisdiction or by another Governmental Authority, the Receiving Party agrees to (i) immediately
notify the other Party (the “Disclosing Party”) of the existence, terms and circumstances surrounding such request;
(ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request,
at Disclosing Party’s expense; and (iii) if disclosure of such information is required, furnish only that portion of
the Confidential Information that, in the advice of counsel to Receiving Party, such Receiving Party is legally required to disclose
and advise the Disclosing Party as far in advance of such disclosure as reasonably possible so that the Disclosing Party may seek
an appropriate protective order or other reliable assurance that confidential treatment shall be accorded such Confidential Information.
In any event, Receiving Party shall not oppose actions by Disclosing Party to obtain an appropriate protective order or other reliable
assurance that confidential treatment shall be accorded such Confidential Information. Notwithstanding anything to the contrary,
each Party and its Representatives shall be permitted to disclose Confidential Information or any portion thereof, without notice
to the other Party, upon the routine request of any Governmental Authority having authority to regulate or oversee any aspect of
such Party or its Representatives’ business or that of such Party’s Affiliates, provided that each Party or
its Representatives shall advise the Governmental Authority of the confidential nature of such information.


 


ARTICLE
IX


TERM
AND TERMINATION


 


Section 9.1.          Term.
The term of this Agreement shall be perpetual, unless earlier terminated in accordance with Section 9.2 (Termination) or Section
9.3 (No Challenge).


 


Section 9.2.          Termination.
Except as expressly set forth in this Agreement, this Agreement may only be terminated upon the mutual written agreement of the
Parties. In the event a Party or its permitted sublicensee breaches its obligations under this Agreement, the non-breaching Party
shall have the right to seek (a) an injunction restraining the breaching Party from any breach of this Agreement or specific performance
requiring the breaching Party to comply with this Agreement, in each case to the fullest extent permitted by law or equity, (b)
all such amounts to which the non-breaching Party would be entitled as damages or otherwise under law or at equity, and (c) any
other rights or remedies available at law or equity other than termination of the licenses granted under this Agreement, provided,
however, that in any such case, the licenses granted under this Agreement shall continue to remain in full force and effect
in accordance with the terms of this Agreement.


 




    	-18-



    	 



    

 


Section 9.3.          No
Challenge.


 


(a)          If
the Company or any of its Affiliates or sublicensees determines to make, files or maintains a Challenge Action (as defined below)
with respect to any Patent included within the SpinCo Owned Shared IP, then SpinCo shall have the right to immediately terminate
this Agreement and the licenses granted to the Company hereunder, in each case only with respect to the Patents that are the subject
of the challenge by providing written notice of termination to the Company.


 


(b)          If
SpinCo or any of its Affiliates or sublicensees determines to make, files or maintains a Challenge Action (as defined below) with
respect to any Patent included within the Company Owned Shared IP, then the Company shall have the right to immediately terminate
this Agreement and the licenses granted to SpinCo hereunder, in each case only with respect to the Patents that are the subject
of the challenge by providing written notice of termination to SpinCo.


 


(c)          “Challenge
Action” means any claim, demand, lawsuit, cause of action or other action or proceeding, including without limitation
by reexamination, opposition, interference, declaratory judgment proceeding or invalidity or nullity proceeding in any court or
other Governmental Authority or before any other arbitrator, alleging that a Patent is invalid, unenforceable, or nonpatentable.


 


ARTICLE
X


MISCELLANEOUS


 


Section 10.1.          Entire
Agreement; Assignment; Successors.


 


(a)          This
Agreement, the Separation Agreement and the other Ancillary Agreements and the Schedules hereto and thereto contain the entire
agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions,
writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings
between the Parties other than those set forth or referred to herein or therein.


 


(b)          The
provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable
by (and against) the Parties and their respective successors and permitted transferees and assigns. This Agreement shall not be
assignable, in whole or in part, by any Party without the prior written consent of the other Party, except that either Party may
assign this Agreement without the other Party’s consent to any Third Party that acquires substantially all its assets related
to the licensed business (i.e. the Symmetry Surgical Business in the case of SpinCo or the OEM Solutions Business in the case of
Company) whether through a purchase of stock, merger, purchase of assets, or other transaction. Any attempt to assign any rights
or obligations arising under this Agreement without such consent shall be null and void.


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, the Company may collaterally assign its rights and remedies under this Agreement
to any of its financing sources (including the Financing Sources (as defined in the Merger Agreement)) without the consent of any
other party.


 




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Section 10.2.          Severability.
If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision
to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain
in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance
of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to any Party. Upon
such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision
to affect the original intent of the Parties.


 


Section 10.3.          Notices.
All notices, requests, claims, demands or other communications under this Agreement will be in writing and will be given (and will
be deemed to have been duly given): (a) when delivered, if delivered in person; (b) when sent by email; provided, that receipt
of the email is confirmed in writing (including by email); (c) three (3) Business Days after sending, if sent by registered or
certified mail (postage prepaid, return receipt requested); and (d) one (1) Business Day after sending, if sent by overnight courier,
in each case to the respective Parties at the following addresses:


 


		(a)	if to SpinCo, to:



 


3034 Owen Dr.


Antioch, TN 30713


Attn: Chief Executive Officer


CC: General Counsel


 


and to (which copy shall not constitute notice):


 


Ropes & Gray LLP


1211 Avenue of the Americas


New York, NY 10036


Attention: James T. Lidbury


Email: James.Lidbury@ropesgray.com


 


		(b)	if to the Company, to:



 


Genstar Capital LLC


Four Embarcadero Center


Suite 1900


San Francisco, CA 94111


Attention:  Rob S. Rutledge


Email:  rrutledge@gencap.com


 




    	-20-



    	 



    

 


with a copy (if prior to the Distribution Date), which
shall not constitute notice, to:


 


Ropes & Gray LLP


1211 Avenue of the Americas


New York, NY 10036


Attention: James T. Lidbury


Email: James.Lidbury@ropesgray.com


 


with a copy (if after the Distribution Date), which
shall not constitute notice, to:


 


Weil, Gotshal & Manges LLP


201 Redwood Shores Parkway


Redwood Shores, CA 94065


Attention:  Craig Adas


Email:  craig.adas@weil.com


 


Either Party may, by
notice to the other Party, change the address to which such notices are to be given by delivery of notice in accordance with this
Section 10.3.


 


Section 10.4.          Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware,
irrespective of the choice of laws principles of the State of Delaware as to all matters, including matters of validity, construction,
effect, enforceability, performance and remedies.


 


Section 10.5.          Jurisdiction;
Waiver of Jury Trial. The Company and SpinCo recognize that disputes as to certain matters may from time to time arise during
the effectiveness of this Agreement which relate to either Party’s rights and obligations hereunder. It is the objective
of the Parties to establish procedures to facilitate the resolution of certain disputes arising under this Agreement in an expedient
manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures
set forth in Article IX of the Separation Agreement if and when a dispute arises under this Agreement. SUBJECT TO ARTICLE IX OF
THE SEPARATION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5.


 




    	-21-



    	 



    

 


Section 10.6.          Specific
Performance. The Parties hereby acknowledge and agree that it may cause irreparable injury to the other Party or Parties if
any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, for
which damages, even if available, may not be an adequate remedy. Accordingly, each Party agrees that the other Party or Parties
shall have the right to seek injunctive relief by any court of competent jurisdiction to prevent breaches of the provisions of
this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action or proceeding, in addition
to any other remedy to which it may be entitled, at law or in equity.


 


Section 10.7.          Fees
and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with or related
to this Agreement and the other Transaction Documents and the Transactions shall be paid by the Party incurring such fees or expenses,
whether or not such transactions are consummated; provided, that in the event of termination of this Agreement, the obligation
of each Party to pay its own expenses shall be subject to any rights of such Party arising from a breach of this Agreement by any
other Party.


 


Section 10.8.          Bankruptcy
Code. All rights and licenses granted hereunder are, and shall otherwise be deemed to be, for purposes of Section 365(n) of
the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the “Bankruptcy Code”), licenses of rights
to “intellectual property” as defined under Section 101(56) of the Bankruptcy Code. The Parties agree that the licensees
of such rights and licenses shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy
Code.


 


Section 10.9.          Interpretation;
Article and Section References. The article, section and paragraph headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement
to a Schedule, Article or Section, such reference shall be to Schedule, Article or Section of this Agreement, unless otherwise
indicated. The headings for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained
in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any statute defined or referred to herein or in any agreement or instrument that is referred
to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession
of comparable successor statutes. References to a Person are also to its permitted successors and assigns. Nothing in this Agreement
shall be construed as limiting or modifying the Parties rights and obligations under the Separation Agreement.


 


Section 10.10.         No
Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and its
successors and permitted assigns and, except as expressly provided herein in Article 7 with respect to indemnified parties, nothing
in this Agreement is intended to or shall confer upon any other Person any legal or equitable rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.


 




    	-22-



    	 



    

 


Section 10.11.         Counterparts;
Electronic Signature. This Agreement may be executed and delivered (including by facsimile transmission) in two or more counterparts,
and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement.


 


Section 10.12.         Amendment
and Modification. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.


 


Section 10.13.         Waivers.
No failure or delay of a Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or
any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have
hereunder. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a written instrument executed
and delivered by such Party.


 


Section 10.14.         No
Presumption Against Drafting Party. The Parties agree that they have been represented by counsel during the negotiation and
execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities
in an agreement or other document shall be construed against the Party drafting such agreement or document.


 


[Signatures Follow On a Separate Page]


 




    	-23-



    	 



    

 


IN WITNESS WHEREOF,
each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	COMPANY
	 	 
	 	Symmetry Medical Inc.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	SPINCO
	 	 
	 	Racecar Spinco, Inc.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Shared IP Cross License
Agreement]


 




    	 



    	 



    

 


SCHEDULE A


 


SPINCO OWNED SHARED INTELLECTUAL PROPERTY


 


(1) Patents 


 


	File	 	Title/Mark	 	Abstract	 	Owner	 	Future

    Owner	 	Serial

    Number/

    Filing Date	 	Issue

    Number/ 

    Issue Date	 	Description
	TP6	 	Suction Punch	 	 	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/387,312

        2/13/1995
	 	5,603,724

        2/18/1997

        Exp 2/13/2015
	 	For sinus endoscopy
	TP7	 	Integral lug linkage for micro-instrument	 	A articulating tip structure with a pivot lug and a rotatable jaw with a pivot seat which
    wraps around the lug in normal operation and provides a gap for disengagement of the lug to allow disassembly and assembly.	 	Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/843,563

        4/18/1997
	 	5,868,786

        2/9/1999

        Exp 4/18/2017
	 	Used in knee arthroscopy instruments
	TP8	 	Elongated thumb loop for surgical instruments	 	A handle for endoscopic surgical instruments with an elongated thumb loop optimized for providing
    support and driving force in endoscopic surgery.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/843,556

        4/18/1997
	 	5,849,021

        12/15/1998
	 	Used in knee arthroscopy instruments
	TP9	 	Rotary drive mechanism for instrument handle	 	A handle and drive mechanism for providing a reciprocating rotary action of a driveshaft,
    first in one rotational direction and then reversing the rotational direction, suitable for suturing and other endoscopic
    operations.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/821,103

        3/20/1997
	 	5,728,108

        3/17/1998
	 	For specialty suturing instrument
	TP10	 	Retrograde surgical instrument	 	A handle-activated retrograde endoscopic instrument with an extension shaft rotatably connected
    to a fixed handle, the rotation limited by a spring-loaded lock into shaft detents corresponding to rotational position options,
    and with an extension of an outer tip and reduction of open range of effector movement to shield any pinch area.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/843,554

        4/18/1997
	 	5,755,723

        5/26/1998
	 	Used in sinus endoscopy instruments


 




    	A-1



    	 



    

 


	TP11	 	Surgical instrument with replaceable jaw assembly	 	A detachable and replaceable end effector assembly. The detachable mechanism
    is made of standard end effectors attached to an actuating tip and pinned inside a yoke assembly. Replacement is made by pulling
    back a spring loaded radial lock 90, to disengage two rear tabs 51 on the outer tip 50. The yoke assembly is then rotated
    90 degrees to disengage the rear yoke pin 9 from the tubular shaft 70. This rotation of 90 degrees also unlocks the T-bar
    45 from the front "T" slot of the long actuator 80. The end effector or jaw assembly is then free to be pulled away
    from the remainder of the shaft. In addition there is a bayonet connection to hold the parts together and prevent accidental
    disconnection.	 	PAUL D O'CONNOR, CHRISTOPHER BATCHELDER, LOMBARDO GIUSEPE	 	SS to OEM	 	08/856,938

        5/15/1997
	 	5,893,875

        4/13/1999
	 	Used on Access laparoscopic
        instruments

                            

        Missing assignment

	TP12	 	Dual pin and groove pivot for micro instrument	 	A miniature articulating tip for an endoscopic instrument comprising a jaw with a curved
    slot through which two pivot lugs pass and are anchored in or integral to a fixed outer tip. The two pivot lugs guide the
    jaw over a path defined by the curved slot and provide stops at the ends of the curve.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	08/794,213

        1/30/1997
	 	6,019,780

        2/1/2000
	 	Used in knee arthroscopy instruments
	TP13	 	MICRO-INSTRUMENT	 	 	 	 	 	SS to OEM	 	08/319,434

        10/6/1994
	 	RE36,666

        4/18/2000

        Exp ?
	 	Broadens claims of 5152780 and 5219357 to include distal pushing
	TP15	 	Endoscopic Instrument with removable front end	 	An endoscopic instrument having a ball and socket connection for releasably attaching a front
    end assembly to an actuating handle assembly comprising of a base having a downwardly extending stationary handle and a pivoting
    handle. The socket comprising a plurality of resilient prongs to create a friction fit that can be disengaged by the surgeon
    retracting the pivoting thumb handle. The socket disposed in the base and linkage provided for actuating the instrument.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	09/393,546

        9/10/1999
	 	6,077,290

        6/20/2000
	 	Used in sinus endoscopy instruments


 




    	A-2



    	 



    

 


	TP16	 	Laparoscopic instrument with parallel actuated jaws	 	A surgical instrument including a handle assembly, and end effector mechanism
    including jaws, an elongated shaft assembly having a longitudinal actuation rod linearly reciprocating within a hollow sheath,
    slidably connecting the handle assembly to the jaws. Jaws having first and second grasping members have a mechanically controlled
    linkage assembly enabling the jaws to be adapted such that they can only open in parallel relationship to each other. The
    linkage assembly having a pair of toggle links which are rotatively connected to a linear translation member to cause the
    jaws to open or close. The linkage assembly further having a pair of stabilizing links, which at one end are pivotally anchored
    to a non-reciprocal movement member, and at an opposite end interconnected with the jaws to maintain the opposing serrated
    grasping surfaces of the jaws in a parallel relationship to each other.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	09/488,057

        1/20/2000
	 	6,238,414

        5/29/2001
	 	Used on Access laparoscopic instruments
	TP17	 	Pinless surgical instrument	 	A miniature articulated tip instrument for surgical and like uses, comprising: a thumb housing
    with an elongated fixed jaw assembly mounted thereto and extending therefrom. A movable jaw actuator member is slidably mounted
    in a groove formed in the said fixed jaw assembly, the proximal end of the actuator member being seated in a finger housing
    which is mounted to and spring biased from the thumb housing. A movable jaw defining at least one arcuate projection extending
    therefrom for pivotal engagement with the actuator member is additionally provided with a second arcuate projection and a
    concnetric cutout on its opposite side from the second arcuate projection to engage the fixed jaw member and provide a pivot
    point. The actuator member drives the movable jaw member in a pivoting motion within a throughgoing slot formed in the fixed
    jaw member within a range of movement with respect to the fixed jaw assembly between extended and retracted positions for
    effecting selective user controlled working movement.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	09/642,822

        8/22/2000
	 	6,599,309

        7/29/2003
	 	Used in small joint arthroscopy instruments
	TP18	 	Rotatable Linkage for Micro-instrument	 	A rotatable linkage for use in handling small objects at a distance, for example, in endoscopic
    surgery, by converting the longitudinal motion of a drive member to the opening and closing of jaws at the distal end of the
    drive member wherein the drive member is enclosed in an elongated housing on which the jaws are mounted which may be rotated
    relative to the drive member on a bearing by rotation of the housing.	 	JERRY R. GRIFFITHS	 	SS to OEM	 	08/807,320

        2/27/1997
	 	6,015,426

        1/18/2000

         
	 	Used on Access laparoscopic
        instruments

         

        Has not been assigned
        to SS



 




    	A-3



    	 



    

 


	TP19	 	Interlocking trigger assembly for suturing device	 	An endoscopic suturing device having an interlocking trigger assembly
    for preventing premature needle deployment. The suturing device comprises a handle assembly that includes a movable handle
    interlocking with a trigger. The suturing device further comprises an end effector having an upper jaw, a lower jaw and a
    needle/suture mechanism. The motion of the movable handle causes the upper jaw to move relative to the lower jaw. The activation
    of the trigger causes deployment of the needle/suture mechanism. The interlocking mechanism ensures that the needle/suture
    is deployed only when the upper jaw is below a maximum allowable distance from the lower jaw.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	10/788,111

        2/26/2004
	 	7,938,839

        5/10/2011
	 	ISSUED PATENT
	TNCO-25 PCT	 	END EFFECTOR MECHANISM FOR A SURGICAL INSTRUMENT	 	 	 	Symmetry Medical New Bedford, Inc.	 	SS to OEM	 	PCT/US2007/081909

        10/19/2007
	 	2,680,258

        3/20/2012
	 	Canadian ISSUED PATENT
	TNCO-25	 	END EFFECTOR MECHANISM FOR A SURGICAL INSTRUMENT	 	Improved end effector mechanisms for a surgical instrument used in minimally invasive surgical
    instruments as well as instruments for general surgery or as part of robotically controlled end effectors. These end effector
    mechanisms include multiple grasping elements paired with drive links. Each grasping element also serves as a stabilizing
    link for the next most distal grasping element, forcing it to maintain its relative angle with respect to the opposing grasping
    elements.	 	 Symmetry Medical Manufacturing, Inc.	 	SS to OEM	 	11/859,856

        9/24/2007
	 	7,776,065

        8/17/2010
	 	ISSUED PATENT
	SSI	 	Sterilization Container (Ultra Container vent holes)	 	 	 	 Medical Device Systems, Inc. (MDSI)	 	SS to OEM	 	29019951

        3/14/1994
	 	D371203

        6/25/1996
	 	Medical Device Systems,
        Inc.1

         

        Missing assignment

         

	SSI	 	Sterilization Container (Ultra Container)	 	 	 	 Medical Device Systems, Inc. (MDSI)	 	SS to OEM	 	08/447260

        5/22/1995
	 	5524755

        6/11/1996
	 	Medical Device Systems,
        Inc.1

         

        Missing assignment

         



 




    	A-4



    	 



    

 


(1a) Pending Patents


 


	File	 	Title/Mark	 	Abstract	 	Serial Number/

    Filing Date	 	Future

    Owner	 	Issue

    Number/

    Issue Date	 	Description	 	Status
	TP22	 	Surgical Grasper/Pusher Instrument	 	Symmetry Medical Manufacturing, Inc. 	 	11/316,194 12/22/2005	 	SS to OEM	 	20060178564

        8/10/2006 
	 	ABANDONED	 	ABANDONED
	TP25	 	Improved end effector mechanism for a surgical instrument	 	Symmetry Medical Manufacturing, Inc. 	 	60/895,760 3/20/2007	 	SS to OEM	 	 	 	Provisional Application - EXPIRED	 	EXPIRED
	TNCO-28	 	SURGICAL ROTARY CAPTURE INSTRUMENT FOR GASTRIC BAND CLOSING	 	Symmetry Medical Manufacturing, Inc. 	 	12/370,956  2/13/2009	 	SS to OEM	 	20090157104

        6/18/2009
	 	 	 	On Appeal — Awaiting Decision by the Board of Appeals - 8-22-2013
	Symm 14.03	 	QuadLock Latch	 	Patent on the QuadLock spring latch	 	DRAFT	 	SS to OEM	 	 	 	 	 	DRAFT
	1691-3U	 	Instrument with Removable Tip	 	Symmetry Medical, Inc. 	 	13,337,530

        12/27/2011
	 	SS to OEM	 	20130165907

        6/27/2013
	 	Utility Patent Pending	 	Application Published on June 27, 2013 (US20130165907). Assigned to Symmetry Medical, Inc.
    
	1691-3PWO	 	PCT Patent for INSTRUMENT WITH REMOVABLE TIP	 	 	 	 	 	SS to OEM	 	 	 	 	 	Deadline - October 27, 2013 - Last day to respond to written opinion (Article 34 amendment).
	SM-30	 	Method for Fastening a Tool Handle to a Tool Shaft	 	Leo Gowin 	 	61/558,008

        11/10/2011
	 	SS to OEM	 	AKC Patents	 	 	 	 Provisional Application Expired - 11-11-2012; Application No. 13/669,592 (Pub
    No. 2013-0118324) claims priority to this application 
	SM-32 PCT	 	Suture Cutter	 	 Symmetry Medical New Bedford, Inc.	 	Patent Application No.:
        PCT/US2012044498

        6/28/2012
	 	SS to OEM	 	WO2014/003746 1/3/2014	 	 PENDING	 	The notice of publication for the mentioned PCT patent application. A publication
    number, WO2014/003746 has been assigned. 
	SM-32	 	Suture Cutter	 	 	 	13/534,378

        6/27/2012
	 	SS to OEM	 	2014-0005689-

        1/2/2014
	 	Utility Patent Pending	 	A publication number, US-2014-0005689-A1 has been assigned.


 




    	A-5



    	 



    

 


	SM-36	 	System and Method for an Articulating Shaft	 	Jerry Griffiths	 	61/567,891

        12/7/2011
	 	SS to OEM	 	AKC Patents	 	EXPIRED	 	Provisional Application Expired - 12-9-2012. Application
    No. 13/705,262 (Pub No. 2013-0150830) claims priority to this application
	SM-37	 	System and Method for an Articulating Distal End of a Endoscopic Medical Device	 	Jerry Griffiths	 	61/570,122

        12/13/2011
	 	SS to OEM	 	AKC Patents	 	EXPIRED	 	Provisional Application Expired - 12-16-2012. Application No. 13/711,844
    (Pub No. 2013-0150831) claims priority to this application
	SM-38	 	System and Method for an Articulating Grasper End-Effector of an Endoscopic Medical Device	 	Ali Kiapour & Matthew Attar	 	61/578,072

        12/20/2011
	 	SS to OEM	 	AKC Patents	 	EXPIRED	 	Provisional Application Expired - 12-23-2012. Application No. 13/721,129
    (Pub No. 2013-0158593) claims priority to this application
	SM-45	 	Releasing Drill Guide	 	 	 	61/729,727

        Nov 26,2012
	 	SS to OEM	 	 	 	 	 	 
	SM-48PCT	 	Linear Slide Indicator	 	Symmetry Medical Manufacturing, Inc.	 	61/731,161

        Sep 29,2012
	 	SS to OEM	 	International Application No.: PCT/US2013/072424 11/27/2012	 	 	 	An Application Number PCT/US2013/072424 was assigned. The

    30 month deadline for entering national phases is 5/29/2015.
	SM-048	 	Linear Slide Indicator	 	Symmetry Medical Manufacturing, Inc.	 	14090082

        11/26/2013
	 	SS to OEM	 	2014-0171949 A1

        6-19-2014.
	 	 	 	USPTO filing receipt for mentioned nonprovisional patent application as filed on 11/26/2013.
    An Application Number 14090082 was assigned and foreign filing license was granted.







 



    	A-6



    	 



    

 


(2) Trademarks 


 


	 	 	Trademark

        Name
	 	Country	 	Serial #	 	Filing

        Date
	 	Legal

        Owner
	 	Future
    Owner	 	Issue

        Number
	 	Issue

    Date	 	Status	 	Abandonment

        Date
	 	Beginning of Next

        Renewal Period

        (Renewal Periods last

        One Year)
	 	File
	14	 	MICROPAK	 	United States	 	77/652,876 	 	1/20/2009	 	Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	3651089 	 	7/7/2009	 	Live	 	 	 	Active until 7/7/2015	 	Riley Medical
	17	 	MULTIPAK	 	United States	 	74/534,902 	 	6/8/1994	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	1,969,288 	 	April 23, 1996	 	Live	 	 	 	4/23/2015	 	 Riley 016432 -0022
	 	 	 	 	Also registered in France, Britain, Germany and Italy	 	 	 	 
	18	 	MULTIPAK III	 	United States	 	77/652,906 	 	1/20/2009	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	3660682 	 	7/28/2009	 	Live	 	 	 	7/28/2014	 	Riley Medical
	21	 	ONEPAK	 	United States	 	77/640,420 	 	12/29/2008	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	3657309 	 	7/21/2009	 	Live	 	 	 	7/21/2014	 	Polyvac.5015
	22	 	OPTICARE (U.S.)	 	United States	 	74/629,533 	 	2/3/1995	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	1,984,739 	 	7/2/1996	 	Live	 	 	 	7/2/2015	 	SMI0018.US     Riley Medical
	28	 	QUAD-LOCK	 	United States	 	85/301034	 	4/21/2011	 	 Specialty Surgical Instrumentation Inc.	 	SS TO OEM	 	4072058	 	 12/13/2011	 	Live	 	 	 	8/16/2016	 	SSI 12.05 US


Also registered in Argentina,
Australia, Bahrain, Belarus, Bolivia, Brazil, Canada, Chile, China, Colombia, Croatia, Dominican Republic, Ecuador, Egypt, European
Community (EU), Guatemala, Hong Kong, Iceland, India, Indonesia, Jamaica, Japan, Jordan, South Korea, Lebanon, Malaysia,
New Zealand, Norway, Oman, Panama, Philippines, Qatar, Russian Federation, Saudi Arabia, Singapore, South Africa, Switzerland,
Thailand, Trinidad & Tobago, Turkey, Ukraine, United Arab Emirates, United Kingdom, Uruguay, Venezuela, Republic of Yemen


 



    	A-7



    	 



    




 


	 	 	Trademark

        Name
	 	Country	 	Serial #	 	Filing

        Date
	 	Legal

        Owner
	 	Future Owner	 	Issue

        Number
	 	Issue

    Date	 	Status	 	Abandonment

        Date
	 	Beginning of Next

        Renewal Period

        (Renewal Periods last

        One Year)
	 	File
	30	 	RILEY MEDICAL	 	United States	 	76704216	 	8/23/2010	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	4139294	 	5/8/2012	 	Live	 	 	 	5/8/2017	 	SMI0184.US
	31	 	RILEY MEDICAL LEADING THE WAY IN STERILIZATION
    (THIS IS THE RILEY LOGO)	 	United States	 	76704215	 	8/23/2010	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	4175809	 	7/17/2012	 	Live	 	 	 	7/17/2017	 	SMI0183.US
	 	 	 	 	Also registered in the EU	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	SCOPEPAK	 	United States	 	77/652,847 	 	1/20/2009	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	3651088 	 	7/7/2009	 	Live	 	 	 	Active until 7/7/2014	 	Riley Medical
	38	 	STACKPAK & DES	 	United States	 	76/504,928 	 	4/7/2003	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	2,842,580 	 	5/18/2004	 	Live	 	 	 	5/18/2023	 	 Riley 016432 -0041
	49	 	THE ULTRA SYSTEM	 	United States	 	76350635	 	12/20/2001	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	2793721	 	12/16/2003	 	Live	 	 	 	Active until 12/23/2014	 	SMI0174.US
	 	 	 	 	Also registered in Europe and Canada	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	TRANSPAK	 	United States	 	74/438,596 	 	12/5/1995	 	 Symmetry Medical Manufacturing, Inc.	 	SS TO OEM	 	1,939,147 	 	12/5/1995	 	Live	 	 	 	12/5/2014	 	 Riley 016432 -0019


 




    	A-8



    	 



    

 


(2a) Pending Trademarks


 


	File	 	Title/Mark	 	Serial

    Number	 	Filing

    Date	 	Legal

    Owner	 	Future

    Owner	 	Issue

    Number/

    Issue

    Date	 	Description	 	Comments	 	Confirmed

    2.2012
	SMI0110.US	 	SPACE CASE (U.S.)	 	 	 	 	 	OEM	 	SS TO OEM	 	 	 	TRADEMARK 	 	Trademark search initiated.	 	Abandoned


 


(3) Domain Names: None



 




    	A-9



    	 



    

 


SCHEDULE B


 


COMPANY OWNED SHARED INTELLECTUAL PROPERTY


 


(1) Patents


	File	 	Title/Mark	 	Abstract	 	Owner	 	Future

    Owner	 	Serial

    Number/

    Filing Date	 	Issue

    Number/

    Issue Date	 	Description
	SMI0022.CON	 	MODULAR STERILIZATION TRAY SYSTEMS FOR MEDICAL INSTRUMENTS (Mod III)	 	A sterilization tray system which comprises an outer box-like case having holes in the case
    bottom wall through which steam or other sterilant may circulate through the case. Pairs of brackets are affixed vertically
    to opposite the case side and/or end walls. A plurality of spaced holes is provided in each bracket. The holes serve as anchoring
    points for shelf brackets or fixtures for supporting trays at selected positions in the case.	 	Timothy E. Wood	 	OEM to SS	 	10/061,749

    2/1/2002	 	6,827,913

    12/7/2004	 	PATENT ISSUED

        

        Missing assignment

	SMI0024.DE	 	STERILIZATION AND STORAGE CONTAINER TRAY FOR SURGICAL INSTRUMENTS

(Scope
    Tray/Germany)	 	A surgical container for sterilizing, transporting and storing small surgical instruments
    such as drill, pins, screws and the like. The container comprises a base having at least one well, and includes an apertured
    plate for holding the instruments, covering the well at least in part. The apertured plate has apertures sized to accommodate
    selected instruments, and a cover rotatably mounted over the apertured plate. The cover has an opening for providing access
    to a limited area of the plate and any instruments loaded therein.	 	Symmetry Medical USA Inc. 	 	OEM to SS	 	German Patent Application Serial No. 696 14 506.5-08	 	 	 	 
	SMO0024.US	 	STERILIZATION AND STORAGE CONTAINER

(Scope
    Tray/US)	 	A surgical container for sterilizing, transporting and storing small surgical instruments
    such as drill, pins, screws and the like. The container comprises a base having at least one well, and includes an apertured
    plate for holding the instruments, covering the well at least in part. The apertured plate has apertures sized to accommodate
    selected instruments, and a cover rotatably mounted over the apertured plate. The cover has an opening for providing access
    to a limited area of the plate and any instruments loaded therein.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	 08/388,287

2/14/95	 	5,595,296

1/21/1997	 	PATENT ISSUED
	SMI0031.EP	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	Slide Latches	 	 	 	OEM to SS	 	 	 	European Patent No. 0 918 019 	 	 Expired – Validated in DE, FR, GB and IT (see below)


 




    	B-1



    	 



    

 


	 	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	Slide Latches	 	Poly Vac, Inc.	 	OEM to SS	 	France	 	European
                           Patent No. 0 918 019

        5/8/2002

         
	 	PATENT ISSUED
	 	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	Slide Latches	 	Poly Vac, Inc.	 	OEM to SS	 	Italy	 	European Patent No. 0
        918 019

        5/8/2002
	 	PATENT ISSUED
	 	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	Slide Latches	 	Symmetry Medical USA	 	OEM to SS	 	Great Britain	 	European Patent No. 0
        918 019

        5/8/2002
	 	PATENT ISSUED
	 	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	Slide Latches	 	Symmetry Medical USA	 	OEM to SS	 	Germany	 	DE698 05 269.2

        5/8/2002
	 	PATENT ISSUED
	SMI0031.US	 	STERILIZATION AND STORAGE CONTAINER LATCH	 	A slide-latch for use on a container having a storage tray and a closing lid. The latch comprises
    a generally J-shaped body terminating in a hook portion, and having an elongate ovoid slot running therethrough. The latch
    is mounted to said lid on an elongate rod located within the slot. The rod in turn is mounted to said lid. The latch is slidably
    operable between a closed position wherein the hook portion secures the lid to the storage tray, and an open position wherein
    the lid is separable from the storage tray. A cam surface between the underside of the latch and the top surface of the lid
    locks the latch in a closed position	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	 08/976157

11/21/1997	 	5,887,745

3/30/1999	 	PATENT ISSUED
	SMI0032.US	 	STERILIZATION SUPPORT AND STORAGE CONTAINER SYSTEM 	 	A support for medical instruments is provided to securely grasp the instrument during sterilization
    and storage. The support can be readily rearranged on a sterilization tray and can be securely locked in whatever position
    is desired. It employs a novel arrangement of locking bayonet fingers and a simple removal tool for changing location of the
    support	 	MICHAEL L. LATULIPPE, ALBERT A. LEPAGE JR	 	OEM to SS	 	08/635,287 / 4/19/1996	 	5,599,512

2/4/97	 	PATENT ISSUED

        Missing assignment from
        inventors to Poly-vac



 




    	B-2



    	 



    

 


	SMI0033.EP	 	STACKING STERILIZATION TRAY SYSTEM	 	 	 	Symmetry Medical USA Inc. 	 	OEM to SS	 	 	 	European Patent No. 1 023 909	 	Sterilization tray that resembles a tool box where trays are stacked can be slid in and out
    of the outer container like a drawer.
	SMI0033.US	 	STACKING STERILIZATION TRAY SYSTEM	 	A storage and sterilization tray assembly for sterilizing, transporting and storing surgical
    instruments includes a rack having a top, a bottom and four sides, and at least one slidably mounted drawer carried therein.
    At least one of the sides includes at least one pivotally mounted door which is moveable between a closed position in which
    the at least one slidably mounted drawer is retained in the rack, and an open position in which the at least one slidably
    mounted drawer may be slid at least partially out of the rack. The door also serves to stabilize the rack against tipping
    when in its open position. Preferably, one or more removable trays are carried in the drawer, and the rack includes a plurality
    of openings in the top, bottom and sides, aligned with openings in the drawer, for permitting ingress and egress of sterilant
    therethrough	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	09/240112

        1/29/1999 
	 	6,164,738

Dec 26, 2000	 	PATENT ISSUED Duplicate Application - Reference SMI00069.US KEEP
	SMI0070.US	 	STERILIZATION & STORAGE CONTAINER TRAY	 	A sterilization tray assembly for sterilizing, transporting and storing surgical instruments,
    having top and bottom mating enclosures. The mating enclosures each have a plurality of ports for permitting ingress and egress
    of gaseous sterilant. Resiliently deformable members are fitted in the top and bottom enclosures for clamping surgical instruments
    therebetween.	 	GARY T. DANE, MICHAEL L. LATULIPPE, JAMES B. NORDLE	 	OEM to SS	 	08/794,4132/5/1997	 	5,843,387

12/1/1998	 	PATENT ISSUED

        Has not been assigned
        to OEM

	SMI0071.US	 	STERILIZATION & STORAGE CONTAINER TRAY INCLUDING GROMMETS	 	A sterilization tray assembly for sterilizing, transporting and storing surgical instruments,
    having top and bottom mating enclosures. The mating enclosures each have a plurality of ports for permitting ingress and egress
    of gaseous sterilant. A rack dimensioned to fit within the bottom enclosure is fitted within the enclosure. The rack has a
    plurality of spaced apertures into which are mounted grommets formed of an elastomeric material having an inside diameter
    dimensioned to receive a selected surgical instrument therein.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/310,567

9/22/1994	 	5,518,115

5/21/1996 	 	PATENT ISSUED


 




    	B-3



    	 



    

 


	SMI0074.US	 	Sterilization and storage container - BLOCKS	 	A surgical container for sterilizing, transporting and storing small surgical instruments
    such as drill, pins, screws and the like. The container comprises a base having at least one well, and includes an apertured
    plate for holding the instruments, covering the well at least in part. The apertured plate has apertures sized to accommodate
    selected instruments, and a cover rotatably mounted over the apertured plate. The cover has an opening for providing access
    to a limited area of the plate and any instruments loaded therein.	 	Timothy E. Wood	 	OEM to SS	 	08/677641

    7/9/1996	 	5,690,223

    11/25/97	 	PATENT ISSUED

        Missing assignment

	SMI0077.US	 	Orthopedic Instrument Sterilization Case (SPACE CASE) 	 	A sterilization case assembly including a plurality of sterilization cases having a first
    sterilization case and a second sterilization case. The second sterilization case is stacked upon the first sterilization
    case in a vertical direction. The second sterilization case is offset from the first sterilization case in a direction transverse
    to the vertical direction.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	10/685,247

10/14/2003	 	7,523,827

4/28/2009	 	PATENT ISSUED
	SMI0077.CIP	 	Orthopedic Instrument Sterilization Case (SPACE CASE) 	 	A sterilization case assembly including a plurality of sterilization cases having a first
    sterilization case and a second sterilization case. The second sterilization case is stacked upon the first sterilization
    case in a vertical direction. The second sterilization case is offset from the first sterilization case in a direction transverse
    to the vertical direction. In another embodiment, the second sterilization case is configured for both stacking offset from
    the first sterilization case in a direction transverse to the vertical direction and stacking inline from the first sterilization
    case in a direction transverse to the vertical direction.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	6/9/05

11/150,391	 	8,100,281

1/24/2012	 	PATENT ISSUED
	SMI0086.US	 	SURGICAL TOOL STERILIZATION AND STORAGE CONTAINER SYSTEM (Minitainer)	 	A sterilization tray container system includes an apertured rack in which surgical tools
    are located. A resiliently deformable retention mat having a plurality of apertures formed in a predetermined array pattern
    underlying, at least in part, the array pattern in the tray, is provided below the rack. The apertures in the resiliently
    deformable retention mat extend entirely therethrough, and are sized and configured so as to releasably grip the surgical
    tools intended to be placed therein. The resiliently deformable retention mat is positioned below the rack, and is attached
    to the rack by a mechanical support, or fixedly held in position between the rack and the container bottom.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/929,238

9/4/1997	 	5,913,422

6/22/1999	 	PATENT ISSUED


 




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	SMI0087.US	 	STACKING STERILIZING TRAY SYSTEM	 	A sterilization, transporting and storage container tray assembly for
    a surgical instrument kit comprises a plurality of trays for accommodating surgical instruments, and a rack for holding the
    trays in a stacked arrangement. The trays are slidably, removably mounted in the rack, and are accessible from the side of
    the rack. A removable cap is provided for locking the trays in position in the rack, i.e. for transportation, sterilization
    and storage	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	 08/897458

        7/21/1997
	 	5,893,618

4/13/99	 	PATENT ISSUED
	SMI0108.US	 	Surgical instrument container assembly with elliptical softgrip handle assembly	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/103,875

4/12/2005	 	8,556,115

October, 15, 2013	 	10/2/2024
	SMI0108.DES  U.S.	 	ELLIPTICAL SOFT GRIP HANDLE	 	CLAIM The ornamental design for an elliptical soft grip handle, as shown and described.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/218,413

12/2/2004 	 	D565,928

Apr. 8,2008	 	PATENT ISSUED
	SMI0109.US	 	SURGICAL INSTRUMENT CONTAINER ASSEMBLY WITH SNAP FIT HANDLE ASSEMBLY	 	A surgical instrument container assembly includes a container and a handle assembly. The
    handle assembly includes at least one wire handle coupled with the container, and a pair of handle halves. Each handle half
    includes a pair of ends and a pair of partial openings respectively positioned at the ends. Each partial opening of one handle
    half is adjacent a respective partial opening of the other handle half. The adjacent partial openings conjunctively receive
    a portion of the at least one wire handle therein. The handle halves surround a portion of the at least one wire handle and
    are snap fitted together.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/113,866

4/25/2005	 	7,717,292

5/18/2010	 	PATENT ISSUED
	SMI0109.DES  	 	ELLIPTICAL SNAP HANDLE ASSEMBLY	 	CLAIM The ornamental design for an elliptical snap handle assembly, as shown and described	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/218,414

12/2/2004	 	D560,465

01/29/2008	 	PATENT ISSUED
	SMI0114.DES	 	CLAMSHELL DENTAL CASSETTE	 	CLAIM The ornamental design for a clamshell dental cassette, as shown and described	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/227,118

4/6/2005	 	D526,064

8/1/2006	 	PATENT ISSUED
	SMI0115.DES	 	Dental cassette	 	CLAIM The ornamental design for a dental cassette, as shown and described	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/226,607

3/30/2005	 	D563,561

Mar. 4, 2008	 	PATENT ISSUED
	SMI0116.DES	 	MODULAR CYLINDRICAL DENTAL CASE SYSTEM	 	CLAIM The ornamental design for a modular cylindrical dental case system, as shown and described	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/226,855

4/1/2005	 	D518,289

4/4/2006	 	PATENT ISSUED


 




    	B-5



    	 



    

 


	SMI00117.DES	 	TOOTH DENTAL CASETTE	 	 	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	29/226,709 

    3/31/2005	 	D518,288

    4/4/2006	 	PATENT ISSUED
	SMI0121.US	 	SURGICAL INSTRUMENT CASE	 	A surgical instrument case which includes a primary case which is substantially rectangular
    and has a pair of opposite side walls, a pair of opposite end walls and a bottom wall. A secondary case fits within the primary
    case, and the secondary case has at least one attachment element on an outside surface of the secondary case. The at least
    one attachment element is configured for connecting to at least one of the side walls and the end walls when the secondary
    case is mounted on an outside of at least one of the opposite side walls and the opposite end walls	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/376,812

    3/16/2006	 	7,748,529

    7/6/2010	 	ISSUED PATENT
	 Riley 016432 -0021P1	 	STERILIZATION TRAY SYSTEM FOR SURGICAL INSTRUMENTS	 	A modular sterilization tray system for medical instruments comprises a rigid, substantially
    rectangular case having a pair of opposite side walls, a pair of opposite end walls and a bottom wall. A plurality of vertical
    columns of vertically spaced apart uniform size holes are formed in the case side walls and end walls. Also, one or more substantially
    rectilinear instrument trays are provided for placement in the case, the length and width dimensions of each of the trays
    being directly related to the spacing of the columns of holes in the case side and end walls such that one or more trays may
    be positioned within the case so as to be bracketed by selected columns of holes. The system also includes fixtures for positioning
    in selected holes of the bracketing columns of holes for fixing the position of one or more trays at a selected elevation
    in the case and fixation brackets for variously shaped instruments placed in the trays.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/368,365 1/4/1995	 	5,540,901 7/30/1996   	 	 
	 Riley 016432 -0025C1 Polyvac1010	 	SURGICAL INSTRUMENT RETENTION BRACKET	 	A bracket for fixating medical instruments or other articles includes a base member with
    a plurality of spaced-apart fingers extending up from the base member. A recess is formed in a side wall of at least one finger,
    which recess faces the adjacent finger. Also, a sheath engages around each finger which sheath has a flexible, resilient side
    wall which overlies any recess in that finger and defines therewith a void. When an article is wedged into the space between
    the one and the adjacent finger, it will snap into a stable position opposite the void so that the article is resiliently
    engaged and fixated by the overlying sheath wall.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/653,991

5/28/1996	 	5,681,539

10/28/1997	 	 


 




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	 Riley 016432 -0026 Polyvac1011	 	A SURGICAL INSTRUMENT STERILIZATION CONTAINER WITH IMPROVED LATCHING MECHANISM	 	A container for the sterilization of articles disposed therein, including
    surgical instruments, having a base unit and a matching cover unit. A locking mechanism, including a C-shaped tab, is pivotally
    and removably attached to each end of the base unit so that each tab can pivot between an open and a locked position. Each
    tab includes a first locking ridge located on an upper portion of the tab. The cover unit includes a second locking ridge
    located at each end of the cover unit for interfitting with the first locking ridge of the corresponding tab when the tab
    is in the locked position.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/492,712

    6/20/1995	 	5,573,741

    11/12/1996	 	 
	 Riley 016432 -0028 Polyvac 1012	 	SAFETY CLASP ASSEMBLY FOR COVERED CONTAINERS	 	 	 	Riley Medical, Inc.	 	OEM to SS	 	08/700,886

8/21/1996	 	5,706,968

1/13/1998	 	 PATENT EXPIRED
	 Riley 016432 -0028EP	 	European Application for SAFETY CLASP ASSEMBLY FOR COVERED CONTAINERS	 	 	 	 	 	OEM to SS	 	97938442.7

8/9/1997	 	0921988

1/9/2002	 	 PATENT LAPSED
	 Riley 016432 -0030 Polyvac1013	 	MEDICAL INSTRUMENT FIXATION METHOD AND MEANS	 	A medical instrument fixation system for a sterilization tray having a bottom wall and an
    array of ventilation holes in the bottom wall, the holes being arranged in columns and rows with a selected spacing between
    the columns and rows includes a plurality of elongated rails. Each rail has a bottom surface, a top surface and a plurality
    of projections extending from the bottom surface and spaced apart along each rail a distance equal to, or an intregal multiple
    of, the selected spacing, the projections being sized to plug into the holes so that the rail extends along a column or row
    of holes. The system also includes a plurality of posts, each post having opposite ends and means for keying one end of each
    post to a different one of the rails so that so that each post can slide along the corresponding rail to a selected position
    thereon. A method of fixating the instruments in the tray using special retention devices is also disclosed.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/807,812

2/26/1997	 	5,827,487

10/27/1998	 	 


 




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	 Riley 016432 - 0031 Polyvac1014	 	THERMALLY CONDUCTIVE STERILIZATION TRAY	 	A sterilization tray is constructed primarily of a single stamped metal
    part which forms the bottom wall and at least two opposite side walls of the tray. The side walls of the tray are joined by
    end closures which form the end walls of the tray. In one tray embodiment, the end closures are plastic end walls which are
    hooked to the ends of the side walls. In a second embodiment, the end closures are formed by a bottom wall extension of the
    metal part which are folded up to form the tray end walls and plastic corner pieces which are hooked to the adjacent ends
    of the side and end walls. The tray is highly thermally conductive yet relatively inexpensive to make in quantity.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	08/892,050

    7/14/1997	 	5,882,612

    3/16/1999	 	 
	 Riley 016432 -0034 Polyvac1015	 	 STERILIZATION CONTAINER	 	A sterilization container for medical instruments includes a receptacle with a bottom wall
    and an open top, there being a multiplicity of vent openings in the bottom wall. The receptacle has a cover movable between
    a closed position wherein the cover closes the open top of the receptacle and an open position wherein the cover is positioned
    to allow access to the interior of the receptacle. A filter sheet is positioned in the receptacle so as to cover the bottom
    wall and the vent openings therein and the receptacle contains one or more trays for supporting medical instruments above
    the filter sheet. A perforated highly thermally conductive plate is positioned between the trays and the filter sheet so that
    when steam enters the container through the vent openings during steam sterilization, it heats the plate to a temperature
    sufficient to revaporize steam condensate collecting on the plate. The internal structure of the container is also disclosed.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	09/052,191

    3/31/1998	 	6,048,503

    4/11/2000	 	 
	 Riley 016432 -0034P1 Polyvac1016	 	U.S. C.I.P. Application for STERILIZATION CONTAINER	 	A sterilization container for medical instruments includes a receptacle with a bottom wall
    and an open top, there being a multiplicity of vent openings in the bottom wall. The receptacle has a cover movable between
    a closed position wherein the cover closes the open top of the receptacle and an open position wherein the cover is positioned
    to allow access to the interior of the receptacle. A filter sheet is positioned in the receptacle so as to cover the bottom
    wall and the vent openings therein and the receptacle contains one or more trays for supporting medical instruments above
    the filter sheet. A perforated highly thermally conductive plate is positioned between the trays and the filter sheet so that
    when steam enters the container through the vent openings during steam sterilization, it heats the plate to a temperature
    sufficient to revaporize steam condensate collecting on the plate. The internal structure of the container is also disclosed.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	09/276,045

    3/25/1999	 	6,217,835

    4/17/2001	 	 


 




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	 Riley 016432 - 0036 Polyvac1018	 	PIN MAT FOR STERILIZATION TRAYS (pin mat for trays)	 	A sterilization mat has a mesh-like backing with opposite faces composed
    of intersecting stringers defining relatively large openings in the backing. The stringers have rounded or inclined surfaces
    at one face of the backing and a multiplicity of resilient pins or fingers project from those surfaces for supporting and
    fixating medical instruments. Preferably, rounded or inclined surfaces are also provided at the underside of the backing.
    During sterilization, the mat minimizes the accumulation of condensed moisture on and under the mat and promotes efficient
    sterilization of the instruments on the mat.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	09/145,075

    9/1/1998	 	6,048,504

    4/11/2000	 	 
	 Riley 016432 -0038 Polyvac1020	 	LATCH ASSEMBLY FOR COVERED CONTAINERS	 	A latch assembly for securing a cover to a container comprises a base for mounting to the
    container cover adjacent to an edge thereof, a cover member secured to the base and a slider slidable between the base and
    cover member between a latched position wherein a portion of the slider interfits with the container and an unlatched position
    wherein the slider portion is disengaged from the container. A headed spring member interposed between the slider and the
    base interfits with openings in the slider to signal when the slider has reached its latched and unlatched positions and to
    releasably retain the slider at those positions.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	09/997,789

    11/20/2001	 	6,508,495 B1

    1/21/2003	 	 
	 Riley 016432 -0038P1 Polyvac1021	 	 LATCH ASSEMBLY FOR COVERED CONTAINERS	 	A latch assembly for securing a cover to a container comprises a base for mounting to the
    container cover adjacent to an edge thereof, a cover member secured to the base and a slider slidable between the base and
    cover member between a latched position wherein a portion of the slider interfits with the container and an unlatched position
    wherein the slider portion is disengaged from the container. A headed spring member interposed between the slider and the
    base interfits with holes or recesses in the slider to signal when the slider has reached its latched and unlatched positions
    and to releasably retain the slider at those positions.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	10/125,151

    4/18/2002	 	6,554,327 B1

    4/29/2003	 	U.S. C.I.P. Application for


 




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	 Riley 016432 - 0039 Polyvac1022	 	VARIABLY STACKABLE STERILIZATION TRAY SYSTEM	 	A tray system composed of a vertical stack of trays especially adapted
    to contain, and protect surgical instruments being carried from a sterilizer to an operating site. The trays may have various
    heights and be arranged in any order in the stack. Each tray includes a plurality of latches, each latch having an arm swingably
    mounted to the tray and terminated by a projection spaced a selected distance D.sub.1 above the tray rim or top when the latch
    is swung to its latching position. Each tray also includes a corresponding plurality of latching surfaces located under the
    latches on that tray. The distance D.sub.2 between the seating surfaces and latching surfaces of each tray corresponds substantially
    to the distance D.sub.1 of that tray. This enables the latch arms of each tray to be latched to the latching surfaces of an
    overlying tray in the stack or to a cover so as to form a closed compact transportable package. Different latch embodiments
    for securing the trays together are also disclosed.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	10/406,304 4/3/2003	 	6,874,634 B1 4/5/2005	 	 
	 Riley 016432 -0042 Polyvac1023	 	MEDICAL INSTRUMENT HOLDING AND PRESENTATION SYSTEM	 	 	 	 Symmetry Medical USA, Inc.	 	OEM to SS	 	10/675,186 9/30/2003	 	7,066,329 6/27/2006	 	 PATENT EXPIRED
	 Riley 016432 -0043 Polyvac1024	 	SURGICAL INSTRUMENT BRACKET ASSEMBLY	 	A bracket assembly for supporting medical instruments and the like. The assembly includes
    a support member formed with lines of vent holes, the vent holes in each line being spaced apart a selected distance. The
    bracket includes a base strip having a plurality of feet extending down for the base strip, the feet having footprints larger
    than those of the vent holes and being spaced apart along the base strip a distance substantially equal to an intregal multiple
    of the selected distance. This allows the bracket to be aligned with a line of vent holes in the support member so that its
    feet overlie selected ones of the vent holes in that line. A plurality of anchors is provided for anchoring the plurality
    of feet to the support member at the selected vent holes so that any segment of the base strip between the feet is spaced
    above the support member so as not to obstruct any underlying vent holes in the support member.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	10/840,805 5/7/2004	 	6,969,498 11/29/2005	 	 
	 Riley 016432 -0046 Polyvac 1006	 	MEDICAL INSTRUMENT CONTAINER SYSTEM	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/369,428 3/7/2006	 	8,349,271  1/8/2013	 	 


 




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	Polyvac.1029	 	METHOD AND SYSTEM FOR MEDICAL INSTRUMENT STERILIZATION CONTAINERS	 	The system contains a base with a plurality of base ventilation holes
    and a plurality of side walls. The base includes a base instrument holder fixed to the base. At least one stage with a plurality
    of stage ventilation holes is positioned within the base. The stage includes at least two legs fixed to the stage, at least
    one stage instrument holder fixed to the stage, and a stage notched member fixed to the stage and positioned to engage a medical
    instrument beneath the stage. A fixed or removable cover having a plurality of cover ventilation holes is included to surround
    the base.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	12/473,490  5/28/2009	 	8,056,720   11/15/2011	 	PATENT ISSUED
	Polyvac 10.33	 	SYSTEM AND METHOD FOR MEDICAL INSTRUMENT STERILIZATION CASE HAVING A ROTATABLY DISPLACING
    COVER	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	12/753,500  4/2/2010	 	8,511,510 8/20/13	 	PATENT ISSUED
	Polyvac 10.38	 	Apparatus and Method For Indicating Biological Content Within A Container	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	13/297,427   11/16/2011	 	8,470,601  June 25, 2013	 	PATENT ISSUED
	Polyvac.1004	 	MEDICAL INSTRUMENT RETAINER ASSEMBLY	 	A retainer assembly for locating a medical device in a container having a wall with a vent
    hole. The retainer assembly includes a retainer with an undersurface that is larger than the vent hole and an axial passage
    having a selected length and cross section extending into the retainer from the surface. The assembly also includes a keeper
    having a head that is larger than the vent hole and a sleeve extending from the head to an end. The sleeve has substantially
    the same cross-section as the passage and is shorter axially than the passage so that when the retainer surface is engaged
    to one face of the container wall so that the passage is aligned with the vent hole and the keeper is engaged to the retainer
    by frictionally engaging its sleeve in the passage until its head contacts the opposite face of the container wall, the retainer
    becomes securely, but releasably, anchored to the container wall.	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/177,541  7/8/2005	 	7,601,312  10/13/2009	 	PATENT ISSUED


 




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	Polyvac.1005	 	MEDICAL INSTRUMENT RETAINER ASSEMBLY AND METHOD OF MAKING THE RETAINER	 	A retainer assembly for retaining a medical device in a container having
    a perforated wall includes a retainer with a rigid support portion having at least one leg and a flexible, resilient instrument
    holding portion intimately bonded to the support portion so that the retainer is devoid of cracks and crevices between said
    portions. Each leg has a free end and an axial passage extending into the leg from that end so that the retainer may be positioned
    on the container wall with each opening in register with a perforation therein. A fastener extends into the passage of each
    leg and the underlying perforation from below the wall to anchor each leg to the wall under pressure thereby providing a seal
    between each leg and the wall. Various retainer embodiments and a method for making same are also disclosed.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/299,505 12/12/2005	 	7,722,837  5/25/2010	 	PATENT ISSUED
	Polyvac.1005 div	 	MEDICAL INSTRUMENT RETAINER ASSEMBLY AND METHOD OF MAKING THE RETAINER	 	A retainer assembly for retaining a medical device in a container having a perforated wall
    includes a retainer with a rigid support portion having at least one leg and a flexible, resilient instrument holding portion
    intimately bonded to the support portion so that the retainer is devoid of cracks and crevices between said portions. Each
    leg has a free end and an axial passage extending into the leg from that end so that the retainer may be positioned on the
    container wall with each opening in register with a perforation therein. A fastener extends into the passage of each leg and
    the underlying perforation from below the wall to anchor each leg to the wall under pressure thereby providing a seal between
    each leg and the wall. Various retainer embodiments and a method for making same are also disclosed.	 	Edward Riley	 	OEM to SS	 	 12/764395         4/21/2010
	 	8,075,849 12/13/11	 	PATENT ISSUED

        Missing assignment

	Polyvac.1025	 	MEDICA INSTRUMENT CONTAINER SYSTEM	 	The system contains a molded plastic reticulated tray composed of a continuous rib that forms
    a tray rim and a plurality of intersecting ribs defining relatively large openings therebetween. The intersecting ribs are
    dished and having opposite ends connected to the continuous rib at spaced apart locations therealong. The plurality of intersecting
    ribs have rounded surfaces so that a fluid sterilant directed at the plurality of intersecting ribs from the outside, upon
    flowing through said openings, will follow and intimately contact said rounded surfaces to the tray interior so that those
    surfaces are cleaned thoroughly.	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	11/846,076 8/28/2007	 	7,871,582  1/18/2011	 	PATENT ISSUED
	Polyvac.1034	 	LATCH FOR A MEDICAL INSTRUMENT STERILIZATION CONTAINER	 	 	 	 Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	12/828,813 7/1/2010	 	8,287,009  10/16/12	 	 


 




    	B-12



    	 



    

 


	Symm11.04	 	Grommet Device with Flexible Bowed Members and Methods of using thereof	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	13/587,460 August 16, 2012	 	 8,661,614   March 4, 2014. 	 	UNIVERSAL BOW GROMMET
	Symm11.05	 	Removable Grommet Device with Enlargeable Slit and Methods Thereof	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	13/614,207 9/13/12	 	8,739,363   June 3, 2014	 	 
	Symm11.03	 	Removable Grommet Device and Method of Using Thereof	 	 	 	Symmetry Medical Manufacturing, Inc.	 	OEM to SS	 	13/614,185  9/13/2012	 	8,701,246    April 22, 2014	 	 


 


(1a) Pending Patents


	File	 	Title/Mark	 	Abstract	 	Serial Number/

    Filing Date	 	Future

    Owner	 	Issue

    Number/

    Issue Date	 	Description	 	Status
	SMI0118.US	 	GROMMET MATRIX (dental case)	 	Timothy E. Wood 	 	12/19/2005 

11/315,379	 	OEM to SS	 	20070138042

        6/21/2007
	 	PATENT PENDING	 	Reply Brief which was
        filed with the U.S. Patent and Trademark Office on January 25, 2012

         

        Missing assignment

	SMI0202.EP	 	Medical Device Tray and Method of Forming the Medical Device Tray	 	 	 	European Patent Application No. 13000344.5 Jan 23, 2013	 	OEM to SS	 	 	 	 PATENT PENDING	 	 
	SMI0202.US	 	MEDICAL DEVICE TRAY AND METHOD OF FORMING THE MEDICAL DEVICE TRAY	 	Symmetry Medical, Inc.	 	14/157,811

        1-17-2014
	 	OEM to SS	 	2014-0202903 A1, date: 7-24-2014	 	 PATENT PENDING	 	Notice of Recordation of Assignment for the above-identified application which was recorded
    at the U.S. Patent and Trademark Office on January 22, 2014, on Reel 032015, Frame 0642.
	SMA0211.US	 	GROMMET-FREE EASY CLEAN DENTAL TRAY	 	Continuation of SMI0202.US	 	DRAFT	 	OEM to SS	 	 	 	 	 	DRAFT


 




    	B-13



    	 



    

 


	Symm11.01	 	Grommet Device with Pull-Tab and Associated Methods Thereof	 	Symmetry Medical Manufacturing, Inc. 	 	13/587,526 August 16, 2012	 	OEM to SS	 	20130045135 2/21/2013 	 	Utility Patent Pending	 	Advisory Action Issued - 7-23-14
	SYMM 11.01 PCT	 	Grommet Device with Pull-Tab and Associated Methods Thereof	 	Symmetry Medical Manufacturing, Inc. 	 	PCT Application No. US12/51328 August 17, 2012	 	OEM to SS	 	 	 	 APPLICATION EXPIRED	 	APPLICATION EXPIRED
	Symm11.02	 	Universally-Sized Grommet Device and Method Thereof	 	Symmetry Medical Manufacturing, Inc. 	 	13/614,171 9/13/12	 	OEM to SS	 	2013-0062235 3/14/2013	 	 Utility Patent Pending	 	 
	Symm 12.05	 	Modular Medical Instrument Sterilization Container and Related Methods	 	 Symmetry Medical Manufacturing, Inc.	 	14/098,899 12/6/13	 	OEM to SS	 	 20140158570 6/12/2014	 	 	 	U.S. Patent Appln Serial No. 14/098,899

       Filed: December 6, 2013
	Symm 12.07	 	Apparatus for Retaining Medical Instruments and Related Methods	 	 Symmetry Medical Manufacturing, Inc.	 	14/097,917 12/5/13	 	OEM to SS	 	20140162207 6/12/2014 	 	 	 	U.S. Patent Appln Serial No. 14/097,917

           Filed: December 5, 2013
	Symm 12.07 PCT	 	Apparatus for Retaining Medical Instruments and Related Methods	 	 	 	PCT/US13/73544 12/6/13	 	OEM to SS	 	 	 	 PENDING	 	SYMMETRY MEDICAL MANUFACTURING, INC.

           PCT Application No. US13/73544

           Filed: December 6, 2013

           For: Apparatus for Retaining Medical Instruments and Related Methods

    Our Ref: SYMM 11.07 PCT
	Symm 12.08	 	Movable Holder for Medical Instruments and Associated Methods	 	 Symmetry Medical Manufacturing, Inc.	 	14/052,199 10/11/13	 	OEM to SS	 	20140105782 4/17/2014 	 	 	 	U.S. Patent Appln Serial No. 14/052,199

           Filed: October 11, 2013

           For: Movable Holder for Medical Instruments and Associated Methods

    Our Ref: SYMM 12.08
	Symm 12.09	 	LIGHT REFLECTION AND GLARE PREVENTING MEDICAL INSTRUMENT HOLDING APPARATUS AND RELATED METHODS	 	 Symmetry Medical Manufacturing, Inc.	 	14/062,159 10/24/13	 	OEM to SS	 	20140110288 4/24/2014 	 	 	 	 


 




    	B-14



    	 



    

 


	1691-6U	 	Modular Delivery System	 	Symmetry Medical, Inc. 	 	13,337,599

        12/27/2011
	 	OEM to SS	 	Christopher & Weisberg	 	 ABANDONED	 	Abandoned per email from Mr. Hayes on July 24, 2013. (Published Application
    US20130161320).Assigned to Symmetry Medical, Inc.
	Polyvac.1028	 	MEDICAL INSTRUMENT STERILIZATION CONTAINER AND METHOD	 	Symmetry Medical Manufacturing, Inc. 	 	12/183,357  7/31/2008	 	OEM to SS	 	2009-0223964

        9-10-2009
	 	 	 	On Appeal - Awaiting Decision
        by Board of Appeals - 5-23-2013

         

	Polyvac.1030	 	SYSTEM AND METHOD OF LABELLING AND IDENTIFYING THE CONTENTS WITHIN A STERILIZATION CASE	 	Symmetry Medical Manufacturing, Inc. 	 	12/752,500   4/1/2010	 	OEM to SS	 	2010-0252473
        10-7-2010

         
	 	 	 	On Appeal - Awaiting Decision by Board of Appeals - 10-10-2012
	Polyvac.1035	 	SYSTEM AND METHOD FOR PROVIDING A METAL STERILIZATION TRAY	 	Symmetry Medical Manufacturing, Inc. 	 	12/828,657   7/1/2010	 	OEM to SS	 	2011-0002811

        1-6-2011.

         
	 	 	 	On Appeal - Awaiting Decision by Board of Appeals - 4-11-2013
	Polyvac2012	 	MEDICAL INSTRUMENT CONTAINER SYSTEM	 	 Symmetry Medical, Inc.	 	 	 	OEM to SS	 	HK Publication No.: HK1138248

        EP Publication No.: EP
        2185444
	 	Europe & Hong Kong	 	 
	Polyvac2013	 	SYSTEM AND METHOD OF LABELLING AND IDENTIFYING THE CONTENTS WITHIN A STERILIZATION CASE	 	 	 	PCT 10759401.2 4/1/2010	 	OEM to SS	 	 	 	US10/29615	 	Entered into National
        Phase in EPO - EP2415040 (see below)

         

	 	 	SYSTEM AND METHOD OF LABELLING AND IDENTIFYING THE CONTENTS WITHIN A STERILIZATION CASE	 	Symmetry Medical Manufacturing, Inc.	 	10759401.2

        4/1/2010
	 	OEM to SS	 	EP2415040

        2/8/2012
	 	European pending application	 	 
	Polyvac2014	 	System and Method for Medical Instrument Sterilization Case having a Rotatably Displacing
    Cover.	 	 	 	PCT 10759530.8 4/5/2010	 	OEM to SS	 	 	 	US10/29925	 	Entered into National
        Phase in EPO - EP2413979 (see below)

         

	 	 	System and Method for Medical Instrument Sterilization Case having a Rotatably Displacing
    Cover	 	Symmetry Medical Manufacturing, Inc.	 	10759530.8

        4/5/2010
	 	OEM to SS	 	EP2413979

        2/8/2012
	 	European pending application	 	 


 




    	B-15



    	 



    

 


	Polyvac2015	 	Method and System for Medical Instrument Sterilization Container	 	 	 	PCT 10780959.2 4/9/2010	 	OEM to SS	 	 	 	US10/30491	 	Entered into National
        Phase in EPO - EP2434978 (see below)

         

	 	 	Method and System for Medical Instrument Sterilization Container	 	Symmetry Medical Manufacturing, Inc.	 	10780959.2	 	OEM to SS	 	EP2434978

        4/4/2012
	 	European pending application	 	 
	Polyvac 09.04	 	Corner Protector Apparatus for a Medical Sterilization Container and Method Thereof	 	Symmetry Medical Manufacturing, Inc. 	 	13/087,722 4/15/2011	 	OEM to SS	 	2011-0278199

        11-17-2011. 
	 	 	 	Appeal Brief Entered and Forwarded to Examiner - 6-19-2014
	Polyvac 10.40	 	Apparatus and Method for Accessing a Biological Indicator within a Container	 	Symmetry Medical Manufacturing, Inc. 	 	13/296,382 11/16/2011	 	OEM to SS	 	2012-0156090

        6-21-2012 
	 	 	 	 
	Polyvac 11.01	 	Medical Instrument Sterilization System and Method	 	Symmetry Medical Manufacturing, Inc. 	 	13/364,670 2/12/2012	 	OEM to SS	 	2012-0195792

        8-2-2012
	 	ULTRA DESIGN SEARCH AND OPINION	 	On Appeal - awaiting decision
by the Board of Appeals - 5-14-2013 

	Polyvac 11.01 PCT	 	Medical Instrument Sterilization System and Method	 	Symmetry Medical Manufacturing, Inc. 	 	PCT/US2012/023615	 	OEM to SS	 	 	 	 EXPIRED	 	Application Expired as
of 8/2/2013. National phase not entered. 

	Polyvac 12.01	 	Stainless Steel Grommet for Medical Instrument Sterilization Tray	 	Not applicable	 	61/668,151 July 5,2012	 	OEM to SS	 	 	 	 	 	Utility Patent prepared


 


(2) Trademarks


 


None


 


(3) Domain Names


 


None



 




    	B-16



    	 



    

 


SCHEDULE C


 


SHARED DESIGN HISTORY FILES


 


	 	 	 	 	 	 	CURRENT	 	FUTURE
	 	 	510k	 	Description	 	Manufacturer
        of

        Record
	 	DHF

        Location
	 	510k

        Location
	 	Manufacturer
        of

        Record
        Owner
	 	DHF

        Location
	 	510k

        Location

	Class
    II Products
	SRC	 	K993535	 	METAPAK Multi-Purpose Instrument Tray (Pre-Vac / EtO)	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	OEM (SRC)	 	OEM (SRC) / Share on Request with SS	 	OEM (SRC) / Share on Request with SS
	 	 	K032445	 	Ultra Container System EtO	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	K032813	 	Ultra Container System STERRAD 	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	K935755	 	Ultra Container	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	K012105	 	PolyVac Surgical Instrument Delivery System Pre-Vac and Gravity
    Steam (Minitainer, Modutainer, LapCare, etc)	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	OEM (SRC)	 	OEM (SRC) / Share on Request with SS	 	OEM (SRC) / Share on Request with SS


 




    	C-1



    	 



    

 


	 	 	 	 	 	 	CURRENT	 	FUTURE
	 	 	510k	 	Description	 	Manufacturer
        of

        Record
	 	DHF

        Location
	 	510k

        Location
	 	Manufacturer
        of

        Record
        Owner
	 	DHF

        Location
	 	510k

        Location

	 	 	K040223	 	PolyVac Surgical Instrument
    Delivery System EtO	 	OEM (SRC)	 	OEM (SRC)	 	OEM (SRC)  	 	OEM (SRC)	 	OEM (SRC) / Share on Request with SS	 	OEM (SRC) / Share on Request with SS
	Sym Surg	 	K092437	 	Codman Sterilizatoin Container System (Pre-Vac)	 	SS	 	SS	 	SS  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	K120117	 	Expand Indications for Use for Codman Quad-Lock Sterilization
    Cont System	 	SS	 	SS	 	SS  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Steam Gravity	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock EtO	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Sterrad 100S	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)


 




    	C-2



    	 



    

 


	 	 	 	 	 	 	CURRENT	 	FUTURE
	 	 	510k	 	Description	 	Manufacturer
        of

        Record
	 	DHF

        Location
	 	510k

        Location
	 	Manufacturer
        of

        Record
        Owner
	 	DHF

        Location
	 	510k

        Location

	 	 	NOT FILED	 	QuadLock Sterrad NX Standard	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Sterrad NX Advanced	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Sterrad 100NX	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Sterrad 100NX Flex	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	 	 	NOT FILED	 	QuadLock Steris ProV	 	N/A	 	N/A	 	N/A  	 	SS	 	SS / Share on Request with OEM (SRC)	 	SS / Share on Request with OEM (SRC)
	SCI	 	LTF PENDING	 	Grommetless Dental Tray	 	OEM (SRC)	 	OEM (SCI)	 	OEM (SRC)  	 	OEM (SRC)	 	OEM (SRC) / Share on Request with SS	 	OEM (SRC) / Share on Request with SS


 




    	C-3



    	 



    

 


	 	 	 	 	 	 	CURRENT	 	FUTURE
	 	 	510k	 	Description	 	Manufacturer
                                         of

        Record
	 	DHF

        Location
	 	510k

        Location
	 	Manufacturer
                                         of

        Record
        Owner
	 	DHF

        Location
	 	510k

        Location

	Class I Products	 	 	 	 	 	 	 	 	 	 	 	 
	SNI	 	Exempt	 	"Symmetry Surgical" Access Brand Class 1 Laparoscopy
    Instruments (TF-001)	 	OEM (SNI)	 	OEM (SNI)	 	N/A  	 	SS / OEM

    *Each would register their own products	 	OEM (SNI) / Copy @ SS	 	N/A
	 	 	Exempt	 	"Symmetry Surgical" Access Brand Arthroscopy Instruments
    (TF-002)*	 	OEM (SNI)	 	OEM (SNI)	 	N/A  	 	SS / OEM

    *Each would register their own products	 	OEM (SNI) / Copy @ SS	 	N/A
	 	 	Exempt	 	"Symmetry Surgical" Access Brand Class 2B Laparoscopy
    Instruments (TF-003)	 	OEM (SNI)	 	OEM (SNI)	 	N/A  	 	SS / OEM

    *Each would register their own products	 	OEM (SNI) / Copy @ SS	 	N/A
	 	 	Exempt	 	"Symmetry Surgical" Access Brand Sinoscopy Instruments
    (TF-004)	 	OEM (SNI)	 	OEM (SNI)	 	N/A  	 	SS / OEM

    *Each would register their own products	 	OEM (SNI) / Copy @ SS	 	N/A
	 	 	Exempt	 	"MGB" - Class 1 Arthroscopy Instruments (TF-006)*	 	OEM (SNI)	 	OEM (SNI)	 	N/A  	 	SS / OEM

    *Each would register their own products	 	OEM (SNI) / Copy @ SS	 	N/A


 



 




    	C-4



    	 



    

 


SCHEDULE
                                         D


 


DESIGNATED OEM CUSTOMERS


 


(1) List of Arthroscopic, ENT and Endoscopic Customers


 


	ARTHROSCOPIC
	ARTHREX, INC
	ARTHRO DIF
	ARTHROCARE CORP
	ARTHROPLASTIE DIFFUSION SARL
	ARTHROSURFACE, INC
	CORE ESSENCE
	DUFNER INSTRUMENTE GMBH
	EMMAT MEDICAL LTD
	GIMMI GMBH
	INSTRUCLINIC SL
	LINVATEC CORP
	MAT-ESSE


 




    	D-1



    	 



    

 


 


	MAT ORTHO
	MEDIPLUS
	MINI INVASIVE LTD
	MOXIMED
	PEAKS AND DALES MEDICAL
	QUALITECHNIQUE
	RONCIN MEDICAL
	RZ-MEDIZINTECHNIK
	SCHWARTZ BIOMEDICAL LLC
	SIGMACON
	SMITH & NEPHEW
	STRYKER CORP
	SUMEDEX SA
	TOBY ORTHOPAEDICS
	US SURGICAL CORP
	ADVANCED ARTHRO


 




    	D-2



    	 



    

 


	SYSTEMS
	AMPLITUDE
	CAYENNE MEDICAL
	FH INDUSTRIES
	 
	ENT
	DEPUY/J&J
	DEUTSCHMANN INST
	FENTEX MEDICAL GMBH
	MED-EL
	MEDTRONIC
	OLYMPUS AMERICA
	 
	ENDOSCOPIC
	A.B.J.
	ACCELLENT ORTHOPAEDICS INC
	ACMI CORP


 




    	D-3



    	 



    




 


	ADLER INSTRUMENTS
	ANKLIN AG
	ARTHREX, INC
	AUTOBAHN SURGICAL
	COCHLEAR BONE ANCHORED SOLUTIONS AB
	DB ENDOSCOPIE
	DB2C
	DEPUY/J&J
	ENDO OPTIKS, INC.
	ENDOCORP PTY LTD
	ENDOPRO SP
	FANNIN
	INAVEIN, LLC
	J.S. EVRO INSTRUMENTE GMBH
	KARL STORZ - ENDOSCOPY
	LINVATEC CORP


 




    	D-4



    	 



    

 


	MAJESTIC MEDICAL
	MEDICAL GROUP
	MEDICAL HORIZONS INC.
	MICROSCOPIX LIMITED
	MOONSURGE
	MOSITECH MEDIZINTECHNIK GMBH
	NEOMED
	OLYMPUS AMERICA
	PHOTOMEDICS INC
	POLYMED INC
	POURET MEDICAL
	RICHARD WOLF MEDICAL INSTRUMENT CORP.
	RUDOLF MEDICAL GMBH
	SARFIC
	SCHOLLY FIBEROPTIC GMBH


 




    	D-5



    	 



    

 


	SMITH & NEPHEW
	SOPRO
	SOPRO COMEG GMBH
	STRYKER CORP
	SURGICARE LTD
	SYNTHEON
	TBS FR TELEMATIC & BIOMEDICAL SERVICES
	US SURGICAL CORP
	XION GMBH


 


(2) List of Top 25 Customers


 


	DEPUY/J&J
	STRYKER CORP
	ZIMMER, INC
	BIOMET, INC
	SMITH & NEPHEW
	KARL STORZ – ENDOSCOPY


 




    	D-6



    	 



    

 


	MEDTRONIC
	TORNIER CO
	ORTHOPEDIATRICS CORP
	ACUMED LLC.
	ORTHO DEVELOPMENT CORP.
	CORIN MEDICAL LTD.
	JMM
	SIEMENS
	AEROFIT PRODUCTS INC.
	TRIANGLE MFG CO INC
	LINVATEC CORP
	EXACTECH, INC
	STRAUMANN GROUP
	DJO SURGICAL INC
	JOINT REP. INSTRUMENTATION LTD.


 




    	D-7



    	 



    

 


	WOODWARD
	ACCELLENT ORTHOPAEDICS INC
	INNOMED, INC.
	WRIGHT MEDICAL TECHNOLOGY, INC MICROPORT ORTHOPEDICS




 




    	D-8