Exhibit
10.3


 


MUTUAL
TERMINATION OF AMENDED AND RESTATED COOPERATIVE 


 


MARKETING
AGREEMENT


 


The
Amended and Restated Cooperative Marketing Agreement (this “Agreement”) was entered into and effective
March 1, 2017 (the “Effective Date") between PRN Physician Recommended Nutriceuticals, LLC, a Delaware
limited liability company with a principal place of business located at 5 Sentry Parkway, East Bldg. Suite 210, Blue Bell, PA
19422 (“PRN”) and TearLab Research, Inc., a Delaware Corporation with a principal place of business
located at 9980 Huennekens St., Suite 100, San Diego, California, 92121 (“Tear”). Each of Tear and PRN is referred
to individually as a “Party” and collectively as the “Parties.”


 


BACKGROUND


 


A.       Both
Parties have agreed to mutually terminate the Agreement.


 


B.       Both
Parties wish to work together to effectively transition customers and revenue generated under the Agreement into future PRN promotion
and marketing efforts.


 


C.       Both
Parties wish to clarify rights and obligations as a result of the termination.


 


NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound
hereby, the Parties hereby agree as follows:


 


AGREEMENT



 


1.1       
The Agreement will terminate effective June 23, 2017. Both parties will agree to any joint written communications to current customers
as well as jointly agree on “Talking Points” to be used by both Parties in any verbal communication with customers.



 


1.2       Neither
Party will disparage the other in discussing the Agreement and the reasons for mutual termination of the Agreement


 


1.3       Tear
will be required to file a form 8K with the United States Securities and Exchange Commission regarding changes to a material agreement.
Tear will share a draft of the form 8K with PRN for comment prior to filing and reasonably attempt to incorporate any comments
from PRN, but Tear has the sole right to determine the regulatory content of the final form 8K.


 




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1.4       All
Escrow amounts generated from the Agreement will be transferred to PRN.


 


1.5       All
payments under section 6 of the Agreement, excluding Escrow amounts, will be paid by PRN to Tear on or before June 30, 2017.


 


1.6       With
regards to non-competition, PRN will separately notify Tear per section 16.2 of the Agreement PRN’s decision in regards
to non-competition post termination of the Agreement.


 


1.7       This
mutual termination does not change section 17.6 which outlines sections surviving termination of the Agreement. 


 


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IN
WITNESS WHEREOF, each of the Parties has by its duly authorized representative signed this Agreement as of the day and year
written below.


 


	TEARLAB
    RESEARCH, INC. 	 	PRN
    PHYSICIAN RECOMMENDED NUTRICEUTICALS, LLC
	 	 	 
	By:	/s/
    Wes Brazell	 	By:	/s/
    Stefan Schoen
	Name:	Wes
    Brazell	 	Name:	Stefan
    Schoen
	Title:	CFO	 	Title:	SVP,
    BD
	 	 	 	 	 
	Date:	June
    22, 2017	 	Date:	June
    22, 2017


 




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