exv10w2



 





Exhibit 10.2



	 	 	 
	

	 	LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA
95035-6312 
Tel: 408 263-9789 Fax: 408 946-6070
www.LifeScan.com






October 25, 2007




Mark Morrison

Chief Executive Officer

1 Corporate Avenue

Rowville 
Victoria 3178

Australia




Dear Mark,



I am writing to you today to propose amending our current License Agreement.



This amendment (“Amendment”) will be effective as of the Supply Effective Date (as defined below)
and amends the License Agreement (“Agreement”) entered into the first day of April, 2002 and
amended on December 7, 2005 by and between Universal Biosensors, Inc., a Delaware corporation
having a principal place of business at 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808 (“Universal Biosensors”) and LifeScan, Inc., a California corporation having a principal
place of business at 1000 Gibraltar Drive, Milpitas, California 95035 (“LifeScan”). LifeScan and
Universal Biosensors are sometimes referred to herein individually as a “Party” and collectively as
the “Parties”.



In consideration for the covenants and understandings set forth herein and in the Agreement, the
Parties hereby agree:



Article 1.6 is hereby deleted in its entirety and replaced by the following Article:





	 	1.6	 	“LIFESCAN’s Field” means diabetes, including, without limitation:
	 
	 	(a)	 	the measurement of analytes for purposes of diagnosing, managing, monitoring,
prognosticating, treating, or curing diabetes;
	 
	 	(b)	 	the collection and/or analysis of data for the purpose of diabetes management;
	 
	 	(c)	 	the delivery of one or more therapeutic agents for the purpose of treating or managing
abnormal glucose metabolism, including, without limitation, the delivery of insulin,
insulin analogs, Glucagon-like proteins/peptides (“GLPs”), analogs of GLPs or GLP like
hormones; and
	 
	 	(d)	 	the measurement of glucose in humans for any other purpose, including, without
limitation, tight glycemic control.





 









 






	 	 	 
	

	 	LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA
95035-6312 Tel: 408 263-9789 Fax: 408 946-6070
www.LifeScan.com






Articles 1.11 through 1.13 are hereby added as follows:





	 	1.11	 	“Licensed Patents” means those patents and patent applications identified on Exhibit
C, as well as any United States patent application, foreign counterpart, division,
continuation, continuation-in-part, reissue, renewal, and re-examination thereof and
patents issuing therefrom, patent extensions, certificates of invention and applications
for certificates of invention.
	 
	 	1.12	 	“Supply Agreement” means the master services and supply agreement between LifeScan and
Universal Biosensors and Universal Biosensors Pty Ltd, effective as of                     .
	 
	 	1.13	 	“Supply Effective Date” is defined in the Supply Agreement as “Effective Date”.




Article 2.3 is hereby amended to add the following sentence at the end thereof:





“The license granted to LIFESCAN by UNIVERSAL BIOSENSORS in this subparagraph 2.3 shall
include the right to sublicense to LIFESCAN’s Affiliates.”


Article 2.4 is hereby added as follows:





	 	2.4	 	As of the effective date of this Amendment, LIFESCAN hereby grants to UNIVERSAL
BIOSENSORS a worldwide, royalty-free, non-exclusive license, with the right to sublicense,
to make, have made, use, and sell under and exploit in any way the Licensed Patents in the
Licensed Fields. The license granted in this Article 2.4 shall last until the last to
expire of the Licensed Patents. This
Article 2.4 shall survive the expiration or termination of this Agreement.




The Parties agree that all other provisions in the Agreement as previously amended remain
effective.




 









 





	 	 	 
	

	 	LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA
95035-6312 Tel: 408 263-9789 Fax: 408 946-6070
www.LifeScan.com





In witness whereof, LifeScan and Universal Biosensors have caused these present to be signed.




AGREED AND ACCEPTED TO:




	 	 	 	 	 	 	 
	UNIVERSAL BIOSENSORS INC.	 	LIFESCAN, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 


















 






	 	 	 
	

	 	LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA
95035-6312 
Tel: 408 263-9789 Fax: 408 946-6070
www.LifeScan.com






EXHIBIT C




LICENSED PATENTS




	 	 	 	 	 
	Patent Number	 	Issued Date	 	Title
	 
	US 6,872,298

	 	March 29, 2005
	 	Determination of Sample Volume
Adequacy in Biosensor Devices
	US 6,797,150

	 	September 28, 2004
	 	Determination of Sample Volume
Adequacy in Biosensor Devices
	US 7,195,704

	 	March 27, 2007
	 	Determination of Sample Volume
Adequacy in Biosensor Devices
	US 6,193,873

	 	February 27, 2001
	 	Sample Detection to Initiate Timing of an
Electrochemical Assay
	US 6,676,995

	 	January 13, 2004
	 	Solution Striping System
	US 6,689,411

	 	February 10, 2004
	 	Solution Striping System