exv10w3



 





Exhibit 10.3




	 	 	 
	

	 	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 Development and Research Agreement.



This amendment (“Amendment”) will be effective as of the Supply Effective Date (as defined below)
and amends the Development and Research Agreement (“Agreement”) entered into the first day of
April, 2002 and amended on March 31, 2004, December 21, 2004, December 7, 2005 and June 1, 2007 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 and the
Supply Agreement (as defined below), the Parties hereby agree:



Article 1.5 is hereby deleted in its entirety and replaced by the following Article:





	 	1.5	 	“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





In Article 1.10, line 3, “in the course of the Program” is hereby replaced with “in the course of
carrying out the Program”.



Articles 1.12 and 1.13 are hereby added as follows:





	 	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”.




The following language is hereby deleted from Article 2.7 a.) (i.).:





“, that is directed to subject matter within the LIFESCAN Field or filed as a continuation
or continuation-in-part of one or more of LIFESCAN’s Acquired Patents and is directed to
subject matter within the LIFESCAN Field and”


Articles 3.3 and 3.4 are hereby deleted in their entirety and replaced by the following Articles:





	 	3.3	 	All right, title, and interest in and to UNIVERSAL BIOSENSORS’ Know-How, including any
and all UNIVERSAL BIOSENSORS’ Know-How created prior to the effective date of this
Amendment, shall be owned by LIFESCAN.

	 
	 	3.4	 	LIFESCAN hereby grants to UNIVERSAL BIOSENSORS and UNIVERSAL BIOSENSORS accepts a
perpetual, royalty-free, paid-up, exclusive, worldwide right and license, with the right to
sublicense, in UNIVERSAL BIOSENSORS’ Fields to make, have made, use, and sell under and
otherwise exploit in any way the UNIVERSAL BIOSENSORS’ Know-How and all patent applications
directed to the UNIVERSAL BIOSENSORS’ Know-How and patents issuing therefrom.




The preamble of Article 3.5 is hereby deleted in its entirety and replaced by the following
preamble:





	 	3.5	 	It is acknowledged by the Parties that, during the Term and thereafter, UNIVERSAL
BIOSENSORS or the Subsidiary will be conducting research and development in one or more of the
UNIVERSAL BIOSENSORS’ Field utilizing LIFESCAN’s Acquired Know-How, LIFESCAN’s Acquired Patents, or
both. In the event that, during the Term, UNIVERSAL BIOSENSORS or the Subsidiary make a Development
in any of the UNIVERSAL BIOSENSORS’s Fields that UNIVERSAL BIOSENSORS or the Subsidiary desires to
license or sublicense to third parties in one of the UNIVERSAL BIOSENSORS’ Fields, then during the
Term UNIVERSAL BIOSENSORS shall promptly disclose to LIFESCAN in writing full details of such
Development.





 









 









	 	 	 
	

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






The preamble of Article 3.6 is hereby deleted in its entirety and replaced by the following
preamble:





	 	3.6	 	To enable UNIVERSAL BIOSENSORS to undertake the Program as provided herein, LIFESCAN
grants for the duration of the Program and UNIVERSAL
BIOSENSORS accepts a limited, royalty-free, non-exclusive license to use the
LIFESCAN Acquired Patents, LIFESCAN Acquired Know-How, Joint-Know How and UNIVERSAL
BIOSENSORS’ Know-How in the LIFESCAN Field for the research and development
activities to be carried out in accordance with the Program together with the right
to grant a sublicense to UNIVERSAL
BIOSENSORS’ subsidiary, Universal Biosensors Pty. Limited (the “Subsidiary”), whose
facility may undertake the Program as contractor to UNIVERSAL
BIOSENSORS.





Article 5.2 is hereby deleted in its entirety.


Article 5.3 is hereby deleted in its entirety and replaced by the following Article:





	 	5.3	 	UNIVERSAL BIOSENSORS shall have the right, but not the obligation, to pursue legal
action against infringement of the Joint Know-How, UNIVERSAL
BIOSENSORS’ Know-How or any patent directed to any of the Joint Know-How or the
UNIVERSAL BIOSENSORS’ Know-How in the UNIVERSAL
BIOSENSORS’ Field by third parties, including defending any declaratory judgement
action. LIFESCAN shall cooperate with UNIVERSAL BISOSENSORS and provide such
non-monetary assistance as UNIVERSAL BISOSENSORS may reasonably request in
connection with such action. Further, LIFESCAN shall have the right to participate
in and be represented by independent counsel in such action at its own expense.
UNIVERSAL
BISOSENSORS shall incur no liability to LIFESCAN as a consequence of such
litigation or any resulting unfavourable decision include holding any patent
directed to any of the Joint Know-How or UNIVERSAL BISOSENSORS’ Know How invalid or
unenforceable.




Exhibit B is amended to add the following:





	 	10.	 	Development of commercial meters to interface with the electrochemical sensors being
developed under the Program.




Notwithstanding the prior paragraph, the Parties agree that any Joint Know-How and UNIVERSAL
BIOSENSORS’ Know-How developed in the course of carrying out the development of such commercial
meters shall be Joint Know-How and UNIVERSAL BIOSENSORS’s Know-How under the Agreement as of the
development date, even if such development occurred prior to the effective date of this Amendment.




 









 





	 	 	 
	

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







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



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




AGREED AND ACCEPTED TO:




	 	 	 	 	 	 	 	 	 	 	 
	UNIVERSAL BIOSENSORS INC.	 	LIFESCAN, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
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