Common use of Expert Clause in Contracts

Expert. 18.1 An Expert is a person appointed in accordance with this Clause to resolve any dispute referred to as such in this Agreement. 18.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointment. 18.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the President of the Institute of Chartered Accountants in England and Wales to appoint an Expert chartered accountant of repute and for the President of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointment. 18.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) months of the matter being referred to the Expert. 18.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then: (a) either party may apply to the President of the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this clause applies in relation to the new Expert as if he were the first Expert appointed. 18.6 All matters under this clause must be conducted, and the Expert’s decision shall be written, in the English language. 18.7 The parties are entitled to make submissions to the Expert and will provide (or procure that other provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 To the extent not provided for by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause. 18.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question which may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.

Expert. 18.1 3.1 An Expert is a person appointed in accordance with this Clause paragraph 3 to resolve any a dispute referred arising in relation to as such in this Agreementthe Completion Accounts. 18.2 3.2 The parties shall use their reasonable endeavours to agree on the appointment of an independent Expert and shall to agree with the Expert the terms of his appointmentappointment with the Expert. 18.3 3.3 If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to may request the President for the time being of the Chartered Institute of Chartered Accountants in England and Wales Scotland to appoint an Expert chartered accountant of repute with experience in the matter and for agree the President of the Institute of Chartered Accountants in England and Wales to agree with the Expert the Expert’s terms of his appointment. 18.4 3.4 The Expert is required to shall prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) three months of the matter being referred to the Experthim. 18.5 3.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause paragraph 3.4 then: (a) either party may apply to the President for the time being of the Chartered Institute of Chartered Accountants in England and Wales Scotland to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this clause paragraph 3 applies in relation to the new Expert as if he were the first Expert appointed. 18.6 3.6 All matters under this clause must paragraph 3 shall be conducted, and the Expert’s 's decision shall be written, in the English language. 18.7 3.7 The parties are entitled to make submissions to the Expert Expert, including oral submissions, and will shall provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 3.8 To the extent not provided for by this clauseparagraph 3, the Expert may may, in his reasonable discretion discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 3.9 Each party shall shall, with reasonable promptness promptness, supply each other with all information and give each other access to all documentation and personnel as the each other party reasonably requires to make a submission under this clauseparagraph 3. 18.10 3.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question any dispute, which may include any issue involving the interpretation of any provision of this Agreementagreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each 3.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall directdirects.

Expert. 18.1 3.1 An Expert is a person appointed in accordance with this Clause paragraph 3 to resolve any a dispute referred arising in relation to as such in this Agreementthe Completion Accounts. 18.2 3.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointmentExpert. 18.3 3.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to may request the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint an Expert chartered accountant Chartered Accountant of repute and for the President with expertise in preparations of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointmentcompletion accounts. 18.4 3.4 The Expert is required to shall prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) three months of the matter being referred to the Experthim. 18.5 3.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause paragraph 3.4 then: (a) either party may apply to the President for the time being of the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert of repute with the required expertiseexpertise in preparations of completion accounts; and (b) this clause paragraph 3 applies in relation to the new Expert as if he were the first Expert appointed. 18.6 3.6 All matters under this clause must paragraph 3 shall be conducted, and the Expert’s decision shall be written, in the English language. 18.7 3.7 The parties are entitled to make submissions to the Expert including oral submissions and will shall provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 To the extent not provided for 3.8 Such resolution by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct shall be based solely on presentations of the determination as he considers just or appropriate, including (Buyer and the Seller Representative. The Buyer and the Seller Representative shall use commercially reasonable efforts to cause the extent he considers necessary) instructing professional advisers Expert to assist him in reaching his determinationcomplete its work within 20 Business Days following its engagement. 18.9 3.9 Each party shall shall, with reasonable promptness promptness, supply each the other parties with all information and give each other access to all documentation and personnel as the other each party reasonably requires to make a submission under this clauseparagraph 3. 18.10 3.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question any dispute, which may include any issue involving the interpretation of any provision of this Agreementagreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each 3.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties Sellers and the Buyer equally or in such other proportions as the Expert shall directdirects.

Expert. 18.1 4.1 An Expert is a person appointed in accordance with this Clause paragraph 4 to resolve a dispute arising in relation to the calculation of Relevant Turnover and any dispute referred to as such in this AgreementEarn-out Payment. 18.2 4.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms firm of his appointmentaccountants to act as Expert. 18.3 4.3 If the parties are unable to agree on an Expert within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to may request the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint an Expert chartered accountant of repute and for the President of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointmentExpert. 18.4 4.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) three months of the matter being referred to the Expert. 18.5 4.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause paragraph 4.4, then: (a) either party may apply to President for the President time being of the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this clause paragraph 4 applies in relation to the new Expert as if he were the first Expert appointed. 18.6 4.6 All matters under this clause must paragraph 4 shall be conducted, and the Expert’s 's decision shall be written, in the English language. 18.7 4.7 The parties are entitled to make submissions to the Expert and will shall provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 4.8 To the extent not provided for by this clauseparagraph, the Expert may may, in his reasonable discretion discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 4.9 Each party shall shall, with reasonable promptness promptness, supply each other party with all information and give each other party access to all documentation and personnel as the each other party reasonably requires to make a submission under this clauseparagraph 4. 18.10 4.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question amount of Relevant Turnover and any Earn-out Payments, which may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s 's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each 4.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s 's fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall directdirects.

Expert. 18.1 3.1 An Expert is a person appointed in accordance with this Clause paragraph 3 to resolve any dispute referred disputes in relation to as such in this Agreementthe Completion Accounts. 18.2 3.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointmentExpert. 18.3 3.3 If the parties are unable to agree on an Expert within seven 14 days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the President of the Institute of Chartered Accountants in England and Wales to appoint an Expert chartered accountant independent Accountant of repute and for with experience in the President valuation of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointmentcompanies. 18.4 3.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) months 28 days of the matter being referred to the Expert. 18.5 3.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause paragraph 3.4 then: (a) 3.5.1 either party may apply to the President of the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) 3.5.2 this clause paragraph 3.5 applies in relation to the new Expert as if he were the first Expert appointed. 18.6 3.6 All matters under this clause paragraph 3 must be conducted, and the Expert’s decision of the Expert shall be written, in the English language. 18.7 3.7 The parties are entitled to make written submissions to the Expert and will provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 3.8 To the extent not provided for by this clauseparagraph 3, the Expert may may, in his reasonable discretion discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 3.9 Each party shall shall, with reasonable promptness promptness, supply each other with all information and give each other access to all documentation and personnel as the each other party reasonably requires to make a submission under this clauseparagraph 3. 18.10 3.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question Completion Accounts, which may include any issue involving the interpretation of any provision of this Agreementagreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision of the Expert on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each 3.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees of the Expert and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.

Expert. 18.1 An Expert is a person appointed in accordance with 24.1 Where the parties disagree on the amount of the Exit Payment or the applicable price for the Products under clause 8.3, this Clause to resolve any dispute shall be referred to as such in this Agreement. 18.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms for determination. The Expert shall be an accountant with at least 10 years professional qualification experience and in particular with experience resolving valuation disputes of his appointment. 18.3 this nature. If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request that the President of the Institute of Chartered Accountants in of England and & Wales to appoint an Expert chartered accountant of repute and for the President with experience resolving valuation disputes of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointmentthis nature ("Expert"). 18.4 24.2 The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) months of the matter being referred to the Expert. 18.5 24.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause 24 then: (a) 24.3.1 either party may apply to the President of the Institute of Chartered Accountants in of England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) 24.3.2 this clause applies in relation 24 shall apply to the new Expert as if he were the first Expert appointed. 18.6 24.4 All matters under this clause 24 must be conducted, and the Expert’s 's decision shall be written, in the English language. 18.7 24.5 The parties are entitled to make submissions to the Expert and will provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 24.6 To the extent not provided for by this clauseclause 24, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, appropriate including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 24.7 Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably requires require to make a submission under this clauseclause 24. 18.10 24.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question value of the Exit Payment or the applicable price for the Products under clause 8.3 (as applicable) which may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or and/or his terms of reference. The Expert’s 's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. The parties agree that the valuation amount set out in sub-clause (a) of the definition of Exit Payment shall, in the absence of any determination by the Expert to the contrary, be presumed to be a genuine estimate of the loss suffered by the non-terminating party. 18.11 Unless otherwise stated in this Agreement, each 24.9 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees . 24.10 All matters concerning the process and any costs properly incurred result of the determination by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall directbe kept confidential among the parties and the Expert. 19 SCHEDULE 1 THE PRODUCTS The Products are as follows: Components of the Device (i.e. any device using iontophoretic technology for glucose monitoring): · The electronic components of the device including the circuit board, and software applications required for use and Bluetooth transmission antennae and software; · The battery of the device; · All electronic and operative components to enable the device to function fully and effectively; · All components required for the receipt and transmission of data from smart devices and mobile devices; · All other necessary hardware and software require for full and effective operation of the device; · All of the above ready for assembly into the watch casing.

Expert. 18.1 An Expert is a person appointed in accordance with 24.1 Where the parties disagree on the amount of the Exit Payment or the applicable price for the Products under clause 8.3, this Clause to resolve any dispute shall be referred to as such in this Agreement. 18.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms for determination. The Expert shall be an accountant with at least 10 years professional qualification experience and in particular with experience resolving valuation disputes of his appointment. 18.3 this nature. If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request that the President of the Institute of Chartered Accountants in of England and & Wales to appoint an Expert chartered accountant of repute and for the President with experience resolving valuation disputes of the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointmentthis nature ("Expert"). 18.4 24.2 The Expert is required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) months of the matter being referred to the Expert. 18.5 24.3 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause 24 then: (a) 24.3.1 either party may apply to the President of the Institute of Chartered Accountants in of England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) 24.3.2 this clause applies in relation 24 shall apply to the new Expert as if he were the first Expert appointed. 18.6 24.4 All matters under this clause 24 must be conducted, and the Expert’s 's decision shall be written, in the English language. 18.7 24.5 The parties are entitled to make submissions to the Expert and will provide (or procure that other others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 18.8 24.6 To the extent not provided for by this clauseclause 24, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, appropriate including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 24.7 Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably requires require to make a submission under this clauseclause 24. 18.10 24.8 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question value of the Exit Payment or the applicable price for the Products under clause 8.3 (as applicable) which may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or and/or his terms of reference. The Expert’s 's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. The parties agree that the valuation amount set out in sub-clause (a) of the definition of Exit Payment shall, in the absence of any determination by the Expert to the contrary, be presumed to be a genuine estimate of the loss suffered by the non-terminating party. 18.11 Unless otherwise stated in this Agreement, each 24.9 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees . 24.10 All matters concerning the process and any costs properly incurred result of the determination by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.be kept confidential among the parties and the Expert. SCHEDULE 1 THE PRODUCTS The Products are as follows:

Expert. 18.1 20.1 An Expert is a person appointed in accordance with this Clause clause to resolve any dispute referred to as such in a matter under this Agreement. 18.2 20.2 The parties shall endeavour to agree on the appointment of an independent Expert and shall to agree with the Expert the terms of his appointmentappointment with the Expert. 18.3 20.3 If the parties are unable to agree on an Expert or the terms of his appointment within seven days 10 Business Days of either party serving details of a suggested expert on the other, either party shall then be entitled to request request: (a) in the case of a determination of fair market value under clause 19 (Transfer Following Obligatory Transfer Event) the then President of the Institute Law Society of Chartered Accountants in England and New South Wales to appoint an Expert chartered who is an accountant or other professional of repute and for with experience in the President valuation of companies of the Institute nature of Chartered Accountants in England SCH and Wales to agree with the Expert the Expert’s terms of his appointment; or (b) in the case of a determination under clause 16 (Resolution of Deadlock), the Auditors to appoint an Expert who is an accountant, lawyer, banker, mediator, other professional or expert in the Business and agree the Expert’s terms of appointment. 18.4 The 20.4 Subject to section 19.6, the Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of 3 (three) three months of the matter being referred to the Expert. 18.5 20.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then: (a) either party may apply apply, as the case may be, to the then President of the Institute Law Society of Chartered Accountants in England and New South Wales or to the Auditors to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this clause applies in relation to the new Expert as if he were the first Expert appointed. 18.6 20.6 All matters under this clause must shall be conducted, and the Expert’s decision shall be written, in the English language. 18.7 20.7 The parties are entitled to make submissions to the Expert and will shall provide (or procure ensure that other others including SCH provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision, subject to the Expert agreeing to give such confidentiality undertakings as the parties may reasonably require. 18.8 20.8 To the extent not provided for by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 18.9 20.9 Each party shall with reasonable promptness supply (and ensure that others including SCH supply) each other with all information and give each other access to all documentation and personnel as the other party reasonably requires to make a submission under this clause. 18.10 20.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter in question which may include any issue involving the interpretation of any provision of this Agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud. 18.11 Unless otherwise stated in this Agreement, each 20.11 Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.