part thereof and submit it to the Steering Committee. The Steering Committeeshall review and determine which projects are to be funded during that calendaryear. Notwithstanding the definition in Section 1.8 or Exhibit B, the fundedprojects shall become the Program for such calendar year or part thereof.” 3. The parties agree to delete paragraph 2.2 to the Development Agreement and replace itwith the following: “(a)  Supervision of the Program shall be provided by the JointSteering Committee as defined in that certain Amended and Restated MasterServices and Supply Agreement between the parties dated 29 October 2007 (the“Master Agreement”) and that any references to the Steering Committee in thisDevelopment Agreement shall be deemed to refer to the Joint SteeringCommittee in the Master Agreement.  (b) For clarification the parties agree the establishment,composition and decision making provisions for the Joint Steering Committeein Article 4 of the Master Agreement shall also apply to and govern theSteering Committee in this Development Agreement.” 4. The parties agree to delete paragraph 4.1 to the Development Agreement and replace itwith the following: “4.1(a)  In the period from April 1, 2009 until December 31, 2009, LIFESCAN shall makepayments to UNIVERSAL BIOSENSORS in the amount of US$250,000 (two hundred and fiftythousand US dollars) per calendar quarter with the payment to be made within 30 daysof the beginning of each quarter. LIFESCAN agrees it will fund during the calendaryear commencing January 1, 2010, an amount that is to be determined in its discretion,and that is between US$5,000,000 (five million US dollars) and US$9,000,000 (ninemillion US dollars) depending on the Program recommended by the Joint SteeringCommittee. Unless otherwise agreed, payment will be made in equal quarterly trancheswithin 30 days of the beginning of each quarter. In subsequent years during the termof this Development Agreement, the Steering Committee will recommend the Program and afunding level for each party based on the success of the Initial Product andconsistent with LIFESCAN’s strategic and financial interests for such year.  (b) Notwithstanding the foregoing, in the event: (i) the Milestone (defined inthe Master Agreement) for the Initial Product has not been achieved before January 1,2010, then LifeScan shall fund US$4,000,000 (four million US dollars) to UNIVERSALBIOSENSORS within 30 days to prepay the Program; and (ii) the Milestone for theInitial Product has not been achieved before April 1, 2010, then LIFESCAN shall fundan additional US$4,000,000 (four million US dollars) to   Fifth Amendment to the Development Agreement (execution) page 2
 

 
   UNIVERSAL BIOSENSORS within 30 days to prepay the Program for 2010. Forclarification, UNIVERSAL BIOSENSORS agrees that if LIFESCAN has paid the paymentsin paragraph (i) and/or (ii) above, they shall be credited toward the funding inparagraph (a) above for development research due to UNIVERSAL BIOSENSORS in 2010.  (c) For clarification, UNIVERSAL BIOSENSORS agrees that any amounts paid to it byLIFESCAN in this Section 4.1 shall be dedicated solely to the Program and/or a Productand cannot be used for any other projects of UNIVERSAL BIOSENSORS without the priorwritten consent of LIFESCAN.  (d) At the direction of UNIVERSAL BIOSENSORS, payments under this clause 4.1 maybe made to Universal Biosensors Pty Limited, recognizing that the research anddevelopment activities under this Agreement will be conducted by Universal BiosensorsPty. Limited. UNIVERSAL BIOSENSORS shall notify LifeScan of the party to whichpayment shall be made within 15 days of the date any payment is due.” 5. The parties agree to delete Exhibit B and Exhibit E in their entirety and in eachcase replace with a notation “[Intentionally left blank].”   Fifth Amendment to the Development Agreement (execution) page 3
 

 
The Parties agree that all other provisions in the Development Agreement remain unchanged andeffective.Executed as a deed by the duly authorized representative of each Party as of the date first writtenabove.         **Executed**by **LifeScan, Inc.**  )        )                             Name:                          Title:           **Executed**by **Universal Biosensors Pty Ltd**  )        )                       Company Secretary/Director     Director                    Name of Company Secretary/Director (print)     Name of Director (print)           **Executed**by **Universal Biosensors,**  )     **Inc.**  )                             Name                          Title  [Execution Page for Fifth Amendment to the Development Agreement]   Fifth Amendment to the Development Agreement (execution) page 4