Universal Biosensors Inc Sample Contracts

Employment Agreement Universal Biosensors Pty Ltd ACN 098 234 309 Garry Chambers
Employment Agreement • April 30th, 2007 • Universal Biosensors Inc • Victoria
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UNIVERSAL BIOSENSORS, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 20th, 2013 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

THIS IS TO CERTIFY that ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership, and its permitted transferees, successors and permitted assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from UNIVERSAL BIOSENSORS, INC., a Delaware corporation (the “Company”), at the price of AUD$1.00 per share (the “Exercise Price”), at any time after the date hereof (the “Commencement Date”) and expiring on December 19, 2020 (the “Expiration Date”), 1,602,319 shares of the fully paid and non-assessable Common Stock (as defined herein), trading in the form of CHESS depositary interests (“CDIs”) on the ASX, of the Company (as such number may be adjusted as provided herein). The 1,602,319 shares of Common Stock which may be purchased pursuant to this common stock purchase warrant (this “Warrant”) are referred to herein as the “Aggregate Number”. This Warrant is issued under and pursuant to that cer

R&D Start Program Grant Agreement Australian Government Department of Industry Tourism and Resources AusIndustry Particular Conditions
Grant Agreement • September 19th, 2007 • Universal Biosensors Inc • Surgical & medical instruments & apparatus
Collaboration Agreement - hereinafter referred to as “Agreement” - by and between Universal Biosensors Pty Ltd. with a place of business of 1 Corporate Avenue, Rowville, Victoria 3178, Australia - hereinafter referred to as “UBI” - and Siemens...
Collaboration Agreement • January 31st, 2012 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

WHEREAS, UBI is developing a PT/INR test strip and associated reader and would agree to modify the test strip and develop certain additional coagulation-related test strips and a second reader for Siemens;

Underwriting Agreement Page i
Underwriting Agreement • August 2nd, 2024 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • Western Australia

Recitals A. The Company proposes to make an offer to Eligible Shareholders, on the terms and conditions contained in the Offer Documents.

Date: 29 October 2007 First Amended: 11 December 2008 Amended and Restated: 14 May 2009 LifeScan, Inc. Universal Biosensors Pty Ltd Universal Biosensors, Inc. Amended and Restated Master Services and Supply Agreement
Master Services and Supply Agreement • August 7th, 2009 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

Universal Biosensors Pty Ltd ACN 098 234 309, a company incorporated in Victoria, Australia of 1 Corporate Avenue, Rowville, Victoria 3178, Australia (UBS)

THIRD AMENDMENT TO AMENDED AND RESTATED MASTER SERVICES AND SUPPLY AGREEMENT
Master Services and Supply Agreement • December 20th, 2013 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This agreement is effective as of the date it is executed by all parties and amends the Amended and Restated Master Services and Supply Agreement (the “Agreement”) between Universal Biosensors Pty. Ltd. and Universal Biosensors, Inc. on the one hand and Cilag GmbH International on the other as follows.

SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SERVICES AND SUPPLY AGREEMENT
Master Services and Supply Agreement • November 3rd, 2011 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This agreement is effective as of the date it is executed by all parties and amends the Amended and Restated Master Services and Supply Agreement (the “Agreement”) between Universal Biosensors Pty. Ltd. and Universal Biosensors, Inc. on the one hand and Cilag GmbH International on the other as follows.

AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • January 3rd, 2018 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2017 by and among UNIVERSAL BIOSENSORS PTY LTD (ACN 098 234 309), a proprietary limited company incorporated in Australia (the “Borrower”), UNIVERSAL BIOSENSORS, INC., a Delaware corporation (“Parent”), ATHYRIUM OPPORTUNITIES FUND (A) LP, as Administrative Agent (the “Administrative Agent”), and the lenders listed on the signature pages hereto (the “Lenders”).

SUPPLY AGREEMENT
Supply Agreement • February 4th, 2013 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This Supply Agreement (“Supply Agreement”) is effective as of September 20, 2012 (“Effective Date”) by and between SIEMENS HEALTHCARE DIAGNOSTICS INC. (“Siemens”), having a place of business at 511 Benedict Avenue, Tarrytown, NY 10591, USA, and UNIVERSAL BIOSENSORS PTY LTD., a company incorporated in Victoria, Australia (“UBI”), having an address at 1 Corporate Avenue, Rowville, Victoria 3178, Australia.

Second Services Addendum — Manufacturing Process Support Date: Dated with effect 11 December 2008
Second Services Addendum • March 30th, 2009 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This Second Services Addendum (Second Services Addendum) 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).

Wilson HTM Corporate Finance Limited Underwriting agreement for renounceable entitlement offer of shares Relating to Universal Biosensors, Inc.
Underwriting Agreement • November 16th, 2007 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New South Wales

A The Company is seeking to raise approximately $34.2 million of new equity capital by an issue of approximately 28.5 million Shares that will be offered to Eligible Shareholders in a renounceable entitlement offer on a 2 for 9 basis.

LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA 95035-6312 Tel: 408 263-9789 Fax: 408 946-6070 www.LifeScan.com
License Agreement • November 14th, 2007 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This amendment (“Amendment”) will be effective as of the Supply Effective Date (as defined below) and amends the License Agreement (“Agreement”) entered into the first day of April, 2002 and amended on December 7, 2005 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”.

AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • October 29th, 2012 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT TO COLLABORATION AGREEMENT (the “Amendment”) is made and entered into as of September 20, 2012 (the “Amendment Date”), by and between UNIVERSAL BIOSENSORS PTY LTD., having a place of business at 1 Corporate Avenue, Rowville, Victoria 3178, Australia (“UBI”), and SIEMENS HEALTHCARE DIAGNOSTICS INC., having a place of business at 511 Benedict Avenue, Tarrytown, NY 10591, USA (“Siemens”).

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The redacted confidential portions of the exhibit are marked by [***]. COMMERCIAL &...
Commercial & Distribution Agreement • November 4th, 2019 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This Commercial and Distribution Agreement, dated as of September 18, 2019 (the “Distribution Agreement”) is between Siemens Healthcare Diagnostics Inc., incorporated in California and whose registered office is at 511 Benedict Avenue, Tarrytown, New York 10591 (“SHDI”) and Universal Biosensors Pty Ltd. (“UBI”), whose registered office is at 1 Corporate Avenue, Rowville, Victoria 3178, Australia, (collectively, “UBI” and together with SHDI, the “Parties”).

CREDIT AGREEMENT Dated as of December 19, 2013 among UNIVERSAL BIOSENSORS PTY LTD, as the Borrower, UNIVERSAL BIOSENSORS, INC., as a Guarantor, the other Guarantors from time to time party hereto, ATHYRIUM OPPORTUNITIES FUND (A) LP, as Administrative...
Credit Agreement • December 20th, 2013 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This CREDIT AGREEMENT is entered into as of December 19, 2013 among UNIVERSAL BIOSENSORS PTY LTD (ACN 098 234 309), a proprietary limited company incorporated in Australia (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and ATHYRIUM OPPORTUNITIES FUND (A) LP, as Administrative Agent.

Employment Agreement Parties Recital Operative clauses
Employment Agreement • March 16th, 2010 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • Victoria
March 4, 2016 UNIVERSAL BIOSENSORS PTY. LTD.
Collaboration Agreement • April 21st, 2016 • Universal Biosensors Inc • Surgical & medical instruments & apparatus
Fifth Amendment to the Development and Research Agreement Amendment Effective Date: May 14, 2009
Development and Research Agreement • August 7th, 2009 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This fifth amendment (Amendment) to the Development and Research Agreement dated 1 April 2002 is by and among LifeScan, Inc., Universal Biosensors Pty Ltd and Universal Biosensors, Inc. as amended by four letter agreements dated March 31, 2004, December 21, 2004, December 7, 2005 and June 1, 2005, respectively (Development Agreement).

SUPPLY AGREEMENT
Supply Agreement • October 29th, 2012 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This Supply Agreement (“Supply Agreement”) is effective as of September 20, 2012 (“Effective Date”) by and between SIEMENS HEALTHCARE DIAGNOSTICS INC. (“Siemens”), having a place of business at 511 Benedict Avenue, Tarrytown, NY 10591, USA, and UNIVERSAL BIOSENSORS PTY LTD., a company incorporated in Victoria, Australia (“UBI”), having an address at 1 Corporate Avenue, Rowville, Victoria 3178, Australia.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 7th, 2022 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Universal Biosensors, Inc., a Delaware corporation (the “Company”) and ________________________ (“Indemnitee”).

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Employment Agreement
Employment Agreement • April 30th, 2007 • Universal Biosensors Inc • Victoria
Re: Supplemental Agreement – Reader Product Support Obligations and Responsibilities
Supplemental Agreement • February 4th, 2013 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

We refer to the Collaboration Agreement between Universal Biosensors Pty Ltd. (“UBI”) and Siemens Healthcare Diagnostics Inc. (“Siemens”) dated September 9, 2011 (the “Collaboration Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Collaboration Agreement; provided, however, that the terms “Product” and “PT/INR Product” shall have the meanings provided in the Supply Agreement.

Novation Agreement and First Amendment to Amended and Restated Master Services and Supply Agreement
Master Services and Supply Agreement • November 3rd, 2011 • Universal Biosensors Inc • Surgical & medical instruments & apparatus

This Agreement is a novation of, and amendment to, the Master Services and Supply Agreement among LifeScan, Inc. (LifeScan US), Universal Biosensors Pty Ltd (UBS) and Universal Biosensors, Inc. (UBI), dated 29 October 2007 (as subsequently amended and restated, the MSSA) and the associated agreements and addenda listed in clause 7 (Associated Agreements). By novation, LifeScan Europe, a division of Cilag GmbH International (LIFESCAN Europe) will replace LIFESCAN US as a party to the MSSA and the Associated Agreements. By amendment, the parties agree to certain terms necessary to give effect to their intention that the MSSA and the Associated Agreements be novated.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • February 2nd, 2015 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2015 by and among UNIVERSAL BIOSENSORS PTY LTD (ACN 098 234 309), a proprietary limited company incorporated in Australia (the “Borrower”), UNIVERSAL BIOSENSORS, INC., a Delaware corporation (the “Guarantor”), ATHYRIUM OPPORTUNITIES FUND (A) LP, as Administrative Agent (the “Administrative Agent”), and the lenders listed on the signature pages hereto (the “Lenders”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 30th, 2007 • Universal Biosensors Inc • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the day of [Month] 2007, by and between Universal Biosensors, Inc., a Delaware corporation (the “Corporation”), and [Executive name] (“Indemnitee”), an officer of the Corporation.

AMENDED AND RESTATED DEVELOPMENT AND RESEARCH AGREEMENT
Development and Research Agreement • August 30th, 2011 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

This Amended and Restated Development and Research Agreement (the “Agreement”) is entered into as of August 19, 2011 (the “Restatement Date”), by and between Universal Biosensors Pty Ltd, ACN 098 234 309, a company incorporated in Victoria, Australia, of 1 Corporate Avenue, Rowville, Victoria 3178, Australia (“UBS”), and Cilag GmbH International, a Swiss corporation having its principal place of business at 1 Landis & Gyr Strasse, 6300 Zug, Switzerland (“Cilag”).

Consultancy Agreement dated 7 August 2017 Mr Andrew Denver Wahroonga NSW 2076 Dear Andrew,
Consultancy Agreement • August 7th, 2017 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • Victoria

Universal Biosensors Pty Ltd (ACN 098 234 309) (UBI or the Company) is pleased to offer Mr Andrew Denver (ABN ) (the Consultant) engagement as an independent contractor for the provision of services on the terms and conditions contained in this Agreement.

Date: 29 October 2007 LifeScan, Inc. Universal Biosensors Pty Ltd Universal Biosensors, Inc. Master Services and Supply Agreement
Master Services and Supply Agreement • November 14th, 2007 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • New York

Universal Biosensors Pty Ltd ACN 098 234 309, a company incorporated in Victoria, Australia of 1 Corporate Avenue, Rowville, Victoria 3178, Australia (UBS)

Chief Executive Officer — Executive Service Agreement
Executive Service Agreement • August 7th, 2017 • Universal Biosensors Inc • Surgical & medical instruments & apparatus • Victoria

A The Employer is an Australian-based medical diagnostics company focused on the research, development and manufacture of diagnostic test systems for point-of-care professional and home use.

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