Trademark License Agreement

TRADEMARK LICENSE AGREEMENT





Agreement executed as of the 25 day of May, 1994, by and between Aspect Electronics, Inc., a California corporation ("Licensor"), and Aspect Medical Systems, Inc., a Delaware corporation ("Licensee").





Licensor is the owner of statutory and common law rights in, and the goodwill associated with, the trademark "ASPECT" (the "Trademark") and U.S. Trademark Registration No. 1,650,675 for the mark ASPECT for use in connection with certain medical diagnostic equipment, namely video display monitors, video hard copy images and multi-image cameras. Licensee desires to obtain a license to manufacture, distribute and sell certain products under the Trademark and Licensor is willing to grant to Licensee a license to use the Trademark under the terms and conditions of this Agreement.



Accordingly, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:



1. GRANT OF LICENSE. Subject to the terms and conditions specified in this Agreement, Licensor hereby grants to Licensee a nonexclusive, perpetual, paid-up right and license to use the Trademark in its name in connection with the manufacture, distribution and sale of products used in connection with the gathering, analysis and interpretation of biopotential signals, including EEG, EMG and EKG, and in connection with patient monitoring, but specifically excluding any medical imaging products (the "Licensed Products"). 2. LICENSE FEE. Licensee shall pay Licensor twenty-five thousand dollars ($25,000) upon execution of this Agreement for the licenses granted under this Agreement.



3. OWNERSHIP OF TRADEMARK. Licensee acknowledges the ownership of the Trademark in Licensor, agrees that it will do nothing inconsistent with such ownership, and that all use of the Trademark by Licensee shall inure to the benefit of and be on behalf of Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the Trademark other than the right to use the Trademark in accordance with this Agreement. Licensee agrees that it will not attack the title of Licensor to the Trademark or attack the validity of this Agreement. Licensee also acknowledges that Licensor makes no warranties or representations concerning its rights to the Trademark licensed hereunder, and Licensor shall have no obligation to indemnify Licensee if any third party institutes any action challenging Licensees rights to use the Trademark. Licensee shall assign all of its rights, title and interest in U.S. Trademark Application Serial No. 74/212,746 promptly after Licensee files an Amendment to Allege Use, and such mark shall thereafter be considered part of the trademark licensed herein.



4. QUALITY CONTROL. Licensee agrees that all Licensed Products bearing the Trademark shall be of a quality similar to the quality of the Licensed Products sold by Licensee as of the date of this Agreement. To ensure the continuation of such quality, Licensee agrees to cooperate with Licensor to permit reasonable inspection of Licensee's manufacturing facili ...