exv10w14








Exhibit 10.14




First Amendment to the Master Services and Supply Agreement




Date: Dated effective as of December 11, 2008



This first amendment (Amendment) to the Master Services and Supply Agreement dated 29 October 2007
between LifeScan, Inc., Universal Biosensors Pty Ltd and Universal Biosensors, Inc. (Master
Agreement) is entered into by and between LifeScan, Inc, a Californian corporation of 1000
Gibraltar Drive, Milpitas, CA 95035-6312, USA (LifeScan), Universal Biosensors Pty Ltd ACN 098 234
309, a company incorporated in Victoria, Australia of 1 Corporate Avenue, Rowville, Victoria 3178,
Australia (UBS) and Universal Biosensors, Inc., a Delaware corporation of having its registered
office at c/o Corporation Service Company 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808 USA (UBI).




The Parties wish to amend the Master Agreement in the manner set out in this Amendment to clarify
certain matters which have arisen since the Master Agreement was signed.



This Amendment is to take effect upon execution by the Parties and is to operate and be interpreted
according to the provisions of the Master Agreement.



In consideration of the mutual promises, covenants and agreements set forth herein and in the
Master Agreement, the Parties agree as follows:



Amendments





	1.	 	The parties agree the definition of “Product Specifications” in Section 1.1 is deleted in its
entirety and replaced with the following:






“Product Specifications means:




	 	(a)	 	in the case of the Initial Product, the specifications set out in Schedule 1 subject to
amendment in accordance with Section 5.3 of this Amendment;
	 
	 	(b)	 	in the case of any other Product, the specifications set out in the relevant Product
Addendum to be annexed hereto as the same may be amended in accordance with Section 5.3 of this
Amendment.”






	2.	 	The parties agree to add a new Section 5.3 to the Master Agreement as follows:






	 	5.3	 	Improvements and Changes to Product Specification.






(a) From time to time during the term of this Agreement, either party may submit to the other
written proposals for the adoption, implementation or development of any change, improvement or
modification to the Product (an “Improvement”). In no event shall any such Improvement to the
Product (or



			
	 	 	 
	First Amendment to the Master Agreement
	 	page 1






 









 







any change or modification to the Specifications) be implemented or made without the prior written
agreement of the Parties. If the parties agree on any such Improvement, they shall modify the
Specifications to reflect the same. For purposes of clarification, UBS agrees that no significant
changes or modifications to the method or process of manufacture or production of the Product, the
components of the Product or the raw materials shall be made which have the effect of modifying or
changing the Specifications without the express written consent of LifeScan. In the event of any
Improvement, the parties shall mutually determine an appropriate inventory level for the pre-change
Product in order to cover on-going requirements during the qualification process.




(b) Any Improvement made in accordance with this Section 5.3 shall be deemed to amend automatically
the definition of Product Specification to reflect such Improvement.


3. The parties agree to amend the Initial Product Specification by adding after the numerals “25”
opposite the table box marked “Number of strips in each vial” the following:




               “or 10, as set forth in the relevant LifeScan forecast or purchase order” and shall read as
follows:



	 	 	 
	Number of strips in each vial

	 	25 or 10, as set forth in the relevant

LifeScan forecast or purchase order





4. The parties agree that Section 3.6.2 of the Quality Agreement shall be amended by adding the
following language to the end of that sub-paragraph as follows:





“UBS shall collect samples from each UBS released lot, which will be sent to LifeScan’s facility in
Inverness Scotland for final release testing. These samples will be used for final blood release
testing and retained for special event testing at LifeScan’s facility in Inverness Scotland. Each
lot will have up to 200 vials collected and packaged per agreed upon method. These samples will be
shipped along with the rest of the lot and identified using an agreed upon method. The sample size
may be modified per mutual agreement. These samples will be provided at no cost to LifeScan and
will be listed as a separate line item on the shipping documents.”



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The Parties agree that all other provisions in the Master Agreement remain effective.



Executed as a deed by the duly authorized representative of each Party as of the date first written
above.




	 	 	 	 	 	 	 	 	 
	Executed by LifeScan, Inc.

	 	

	)

)	

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ John Klopp	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: John Klopp	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title: Vice President WW Business Development	 	 
	 
	 	 	 	 	 	 	 	 
	Executed by Universal Biosensors Pty Ltd

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Andrew Denver

	 	 	 	 	 	/s/ Mark Morrisson	 	 
	 

	 	 	 	 	 	 	 	 
	Company Secretary/Director

	 	 	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	ANDREW DENVER

	 	 	 	 	 	MARK MORRISSON	 	 
	 

	 	 	 	 	 	 	 	 
	Name of Company Secretary/Director

(print)

	 	 	 	 	 	Name of Director (print)	 	 
	 
	 	 	 	 	 	 	 	 
	Executed by Universal Biosensors,

	 	 	)	 	 	 	 	 
	Inc.

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	/s/ A. DENVER	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name A. DENVER	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title CHAIRMAN	 	 






[Execution Page for First Amendment to the Master Services and Supply Agreement]





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