*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 & DISTRIBUTION AGREEMENT
Siemens Healthcare Diagnostics Inc.
Universal Biosensors Pty Ltd.
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).
WHEREAS, on September 9, 2011, UBI and SHDI entered into a Collaboration Agreement and a Letter Agreement, on September 20, 2012 a Supplemental Agreement, on December 12, 2014 a Xprecia Stride Letter Agreement, and subsequent various amendments to the Collaboration Agreement (such amendments together with the Collaboration agreement collectively, the Collaboration Agreement) under which, among other things, UBI and SHDI agreed to collaborate together on UBIs development of a Stride Strip Product to be used in conjunction with an associated Stride Instrument for SHDI to sell in the hospital point-of-care coagulation market subject to the terms and conditions set forth in the Supply Agreement;
WHEREAS, on September 9, 2011, UBI and SHDI entered into a Collaboration Agreement and a Letter Agreement, on September 20, 2012 a Supplemental Agreement, on December 12, 2014 a Xprecia Stride Letter Agreement, and subsequent various amendments to the Collaboration Agreement (collectively, the Collaboration Agreement); and whereas on September 20, 2012, SHDI and UBI entered into a Supply Agreement (the Supply Agreement, and collectively with the Collaboration Agreement, the Agreements);
WHEREAS, the Parties now wish to amend the commercial relationship between the Parties and enter into this Distribution Agreement whereby, among other commercial terms, SHDI shall provide UBI with Stride Instruments as described herein after the execution of this Distribution Agreement (the Execution Date) for UBI to distribute; and
Now, THEREFORE, in consideration of the mutual promises, the Parties hereto agree as follows:
ARTICLE 1 DEFINITIONS
Execution Date shall mean the date of execution of this Agreement.