Addendum dated August 9, 2018 to the Manufacturing, Supply and Development Agreement by and between TearLab Research, Inc. and MiniFab AB (Aust) Pty Ltd. Dated August 9, 2018. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment)

EX-10.2 3 ex10-2.htm

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Addendum to the Manufacturing, Supply and Development Agreement of 2016

entered into between

MiniFAB (Aust) Pty Ltd

ACN 100 768 474

and

TearLab Research, Inc.

Date of this Addendum: August 9, 2018

1	Glossary

	In this addendum, unless the context otherwise requires, the terms in the first column below have the meaning given to them in the second column. Terms that are capitalised in this Addendum but not defined below, have the meanings used in the Agreement.

	Addendum		this addendum to the Agreement

	Agreement		the Manufacturing, Supply and Development between the parties dated March 2016 for the manufacture of the ‘Product’ described as the TCI card

	New Agreement		the Manufacturing, Supply and Development between the parties dated August 9, 2018 for the manufacture of the ‘Product’ described as “Discovery Test Card, together with the Reagents, capsule and applicable packaging …”

	Aggregate Product Volume		The aggregate of the order volumes for the TCI cards and the Discovery Test Card, under both the Agreement and the New Agreement, respectively

	Discovery Test Card		the ‘Discovery Test Card’ as described in schedule 2 of the New Agreement

	TCI Card		the ‘Base TCI card’ (or ‘Base Card’) as described in schedule 2 of the Agreement

2	Volumes and pricing

2.1	TCI Card pricing will remain fixed at the current price of [***], except as provided under 2.2 below.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

-2-

2.2	Without limiting clause 11.3 of the Agreement, if:

	(1)		the average monthly order volume of TCI Cards, on a rolling six month average, falls below [***] cards per month; or

	(2)		the Aggregate Product Volume in the calendar year commencing 12 months after the launch of the ‘Discovery’ product under the New Agreement is below [***] cards; or

	(3)		the Aggregate Product Volume in any calendar year after 24 months after the launch of the ‘Discovery’ product under the New Agreement falls below [***] cards, then the parties will renegotiate the pricing for the supply of TCI Cards under the Agreement.

3	Operative effect

	By executing this addendum the parties agree that the terms of this Addendum are incorporated into the Agreement, which is varied accordingly, with effect from the date of execution.

	Executed by MiniFAB (Aust) Pty Ltd in accordance with section 127 of the Corporations Act 2001:

	/s/ Michael Wilkinson		/s/ Erol Harvey
	Director/company secretary		Director

	MICHAEL WILKINSON		EROL HARVEY
	Name of director/company secretary (BLOCK LETTERS)		Name of director (BLOCK LETTERS)

	Signed for and on behalf of TearLab Research, Inc. by its authorised representative in the presence of:

	/s/ Michael Marquez		/s/ Seph Jensen
	Signature of witness		Signature of authorised representative

	MICHAEL MARQUEZ		SEPH JENSEN
	Name of witness (BLOCK LETTERS)		Name of authorised representative (BLOCK LETTERS)

	940 S. Kimball, Southlake, TX USA
	Address of witness