LifeScan, Inc. 1000 Gibraltar Drive, Milpitas, CA 95035-6312 Tel: 408 263-9789 Fax: 408 946-6070 www.LifeScan.com
Exhibit 10.2
LifeScan, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX
00000-0000 Tel: 000 000-0000 Fax: 000 000-0000 xxx.XxxxXxxx.xxx |
October 25, 2007
Xxxx Xxxxxxxx
Chief Executive Officer
0 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxx 0000
Xxxxxxxxx
Chief Executive Officer
0 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxxxx 0000
Xxxxxxxxx
Dear Xxxx,
I am writing to you today to propose amending our current License Agreement.
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 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000 (“Universal Biosensors”) and LifeScan, Inc., a California corporation having a principal
place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (“LifeScan”). LifeScan and
Universal Biosensors are sometimes referred to herein individually as a “Party” and collectively as
the “Parties”.
In consideration for the covenants and understandings set forth herein and in the Agreement, the
Parties hereby agree:
Article 1.6 is hereby deleted in its entirety and replaced by the following Article:
1.6 | “LIFESCAN’s Field” means diabetes, including, without limitation: | ||
(a) | the measurement of analytes for purposes of diagnosing, managing, monitoring, prognosticating, treating, or curing diabetes; | ||
(b) | the collection and/or analysis of data for the purpose of diabetes management; | ||
(c) | the delivery of one or more therapeutic agents for the purpose of treating or managing abnormal glucose metabolism, including, without limitation, the delivery of insulin, insulin analogs, Glucagon-like proteins/peptides (“GLPs”), analogs of GLPs or GLP like hormones; and | ||
(d) | the measurement of glucose in humans for any other purpose, including, without limitation, tight glycemic control. |
LifeScan, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000 Tel: 000 000-0000 Fax: 000 000-0000 xxx.XxxxXxxx.xxx |
Articles 1.11 through 1.13 are hereby added as follows:
1.11 | “Licensed Patents” means those patents and patent applications identified on Exhibit C, as well as any United States patent application, foreign counterpart, division, continuation, continuation-in-part, reissue, renewal, and re-examination thereof and patents issuing therefrom, patent extensions, certificates of invention and applications for certificates of invention. | ||
1.12 | “Supply Agreement” means the master services and supply agreement between LifeScan and Universal Biosensors and Universal Biosensors Pty Ltd, effective as of . | ||
1.13 | “Supply Effective Date” is defined in the Supply Agreement as “Effective Date”. |
Article 2.3 is hereby amended to add the following sentence at the end thereof:
“The license granted to LIFESCAN by UNIVERSAL BIOSENSORS in this subparagraph 2.3 shall
include the right to sublicense to LIFESCAN’s Affiliates.”
Article 2.4 is hereby added as follows:
2.4 | As of the effective date of this Amendment, LIFESCAN hereby grants to UNIVERSAL BIOSENSORS a worldwide, royalty-free, non-exclusive license, with the right to sublicense, to make, have made, use, and sell under and exploit in any way the Licensed Patents in the Licensed Fields. The license granted in this Article 2.4 shall last until the last to expire of the Licensed Patents. This Article 2.4 shall survive the expiration or termination of this Agreement. |
The Parties agree that all other provisions in the Agreement as previously amended remain
effective.
LifeScan, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000 Tel: 000 000-0000 Fax: 000 000-0000 xxx.XxxxXxxx.xxx |
In witness whereof, LifeScan and Universal Biosensors have caused these present to be signed.
AGREED AND ACCEPTED TO:
UNIVERSAL BIOSENSORS INC. | LIFESCAN, INC. | |||||
By:
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By: | |||||
Name:
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Name: | |||||
Title:
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Title: | |||||
Date:
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LifeScan, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, XX
00000-0000 Tel: 000 000-0000 Fax: 000 000-0000 xxx.XxxxXxxx.xxx |
EXHIBIT C
LICENSED PATENTS
Patent Number | Issued Date | Title | ||
US 6,872,298
|
March 29, 2005 | Determination of Sample Volume Adequacy in Biosensor Devices | ||
US 6,797,150
|
September 28, 2004 | Determination of Sample Volume Adequacy in Biosensor Devices | ||
US 7,195,704
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March 27, 2007 | Determination of Sample Volume Adequacy in Biosensor Devices | ||
US 6,193,873
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February 27, 2001 | Sample Detection to Initiate Timing of an Electrochemical Assay | ||
US 6,676,995
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January 13, 2004 | Solution Striping System | ||
US 6,689,411
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February 10, 2004 | Solution Striping System |