Common use of Request for development Clause in Contracts

Request for development. (1) TearLab may, from time to time, request MiniFAB in writing to provide R&D Services to develop a New Product (Development Request). (2) Subject to clause 8.2(4), if and when TearLab elects, in its discretion, to develop a Second Product, TearLab agrees that it will provide an opportunity for MiniFAB to provide the R&D Services with respect to the Second Product, as follows: (a) TearLab shall provide a written Development Request for the Second Product pursuant to clauses 8.2(1) and 8.2(3); (b) the parties shall discuss in good faith the anticipated activities under the Development Request and capabilities required to perform such activities; (c) if MiniFAB does not wish to undertake to perform the applicable R&D Services for the Second Product, MiniFAB agrees to promptly notify TearLab in writing; (d) if MiniFAB wishes to perform the applicable R&D Activities for the Second Product, MiniFAB shall propose the financial terms under which it is willing to undertake the R&D Services specified in the Development Request; and (e) if MiniFAB has appropriate capability to perform such R&D Activities for the Second Product as set forth in the Development Request, and offers to perform such activities on financial terms that are at least as favorable to TearLab as other bids for conducting such R&D Services TearLab receives from third parties with capability of performing such R&D Services, then TearLab shall engage MiniFAB for the conduct of such R&D Services for the Second Product. In such event, the parties shall prepare and sign a mutually agreed written Development Order, which shall set forth the activities to be conducted, timelines, deliverables, financial terms, and other mutually agreed terms and conditions regarding such R&D Services. Such Development Order shall be consistent with the intellectual property provisions and other applicable terms and conditions of this Agreement. [***] 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. Subject to the foregoing and clause 8.2(5), TearLab may engage any other person to provide R&D Services and TearLab shall have no obligation to engage MiniFAB to perform any R&D Services. For clarity, TearLab shall not be obligated to engage MiniFAB to perform R&D Services for any New Product other than the Second Product. (3) A Development Request must include: (a) a detailed description of the New Product; (b) draft Requirement Definitions for the New Product; and (c) a draft project plan including a proposed timetable. (4) MiniFAB will consider a Development Request and notify TearLab in writing whether or not MiniFAB accepts the Development Request within 20 Business Days of receipt of the request. If MiniFAB fails to respond within that time period, then it is deemed to have rejected the Development Request. To avoid doubt, MiniFAB is not required to provide any reason for rejecting a Development Request. It is understood that the Development Request is intended as an opportunity for the parties to negotiate terms and conditions on which MiniFAB may conduct the applicable R&D Services for TearLab. Accordingly, (i) MiniFAB shall not be obligated to accept any Development Request, and (ii) except as expressly set forth in clause 8.2(2)(e) with respect to the Second Product, TearLab shall not be obligated to engage MiniFAB to conduct R&D Services. Without limiting the foregoing, if MiniFAB rejects (or is deemed to have rejected) the Development Request for the Second Product, then despite clause 8.2(2), TearLab may engage another service provider to provide R&D Services in respect of that Development Request. TearLab shall have no obligation to offer to MiniFAB any further opportunity, or to engage MiniFAB, to perform any R&D Services except as expressly set forth under clause 8.2(2). (5) Without limiting anything else in this clause 8, if TearLab wishes to develop any New Product that is relevant to MiniFAB’s technology, it must provide MiniFAB with the opportunity to submit a proposal for the performance of the work by providing a Development Request. TearLab may also tender the development work in respect of the New Product to any other person, but it must give MiniFAB a final opportunity to quote on the work before offering the job to someone else. [***] 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.

Request for development. (1) TearLab may, from time to time, request MiniFAB in writing to provide R&D Services to develop a New Product (Development Request). (2) Subject to clause 8.2(45.2(4), if and when TearLab elects, in its discretion, to develop a Second Product, TearLab agrees that it will provide an opportunity for MiniFAB to provide the R&D Services with respect to the Second Product, as follows: (a) TearLab shall provide a written Development Request for the Second Product pursuant to clauses 8.2(15.2(1) and 8.2(35.2(3); (b) the parties shall discuss in good faith the anticipated activities under the Development Request and capabilities required to perform such activities; (c) if MiniFAB does not wish to undertake to perform the applicable R&D Services for the Second Product, MiniFAB agrees to promptly notify TearLab in writing; (d) if MiniFAB wishes to perform the applicable R&D Activities for the Second Product, MiniFAB shall propose the financial terms under which it is willing to undertake the R&D Services specified in the Development Request; and (e) if MiniFAB has appropriate capability to perform such R&D Activities for the Second Product as set forth in the Development Request, and offers to perform such activities on financial terms that are at least as favorable to TearLab as other bids for conducting such R&D Services TearLab receives from third parties with capability of performing such R&D Services, then TearLab shall engage MiniFAB for the conduct of such R&D Services for the Second Product. In such event, the parties shall prepare and sign a mutually agreed written Development Order, which shall set forth the activities to be conducted, timelines, deliverables, financial terms, and other mutually agreed terms and conditions regarding such R&D Services. Such Development Order shall be consistent with the intellectual property provisions and other applicable terms and conditions of this Agreement. [***] 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. Subject to the foregoing and clause 8.2(5)foregoing, TearLab may engage any other person to provide R&D Services and TearLab shall have no obligation to offer to MiniFAB the opportunity, or to engage MiniFAB MiniFAB, to perform any R&D Services. For clarity, TearLab shall not be obligated to engage MiniFAB to perform R&D Services for any New Product other than the Second Product. (3) A Development Request must include: (a) a detailed description of the New Product; (b) draft Requirement Definitions for the New Product; and (c) a draft project plan including a proposed timetable. (4) MiniFAB will consider a Development Request and notify TearLab in writing whether or not MiniFAB accepts the Development Request within 20 Business Days of receipt of the request. If MiniFAB fails to respond within that time period, then it is deemed to have rejected the Development Request. To avoid doubt, MiniFAB is not required to provide any reason for rejecting a Development Request. It is understood that the Development Request is intended as an opportunity for the parties to negotiate terms and conditions on which MiniFAB may conduct the applicable R&D Services for TearLab. Accordingly, (i) MiniFAB shall not be obligated to accept any Development Request, and (ii) except as expressly set forth in clause 8.2(2)(e5.2(2)(e) with respect to the Second Product, TearLab shall not be obligated to engage MiniFAB to conduct R&D Services. Without limiting the foregoing, if MiniFAB rejects (or is deemed to have rejected) the Development Request for the Second Product, then despite clause 8.2(25.2(2), TearLab may engage another service provider to provide R&D Services in respect of that Development Request. TearLab shall have no obligation to offer to MiniFAB any further opportunity, or to engage MiniFAB, to perform any R&D Services except as expressly set forth under clause 8.2(25.2(2). (5) Without limiting anything else in this clause 8, if TearLab wishes to develop any New Product that is relevant to MiniFAB’s technology, it must provide MiniFAB with the opportunity to submit a proposal for the performance of the work by providing a Development Request. TearLab may also tender the development work in respect of the New Product to any other person, but it must give MiniFAB a final opportunity to quote on the work before offering the job to someone else. [***] 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.

Request for development. (1) TearLab may, from time to time, request MiniFAB in writing to provide R&D Services to develop a New Product (Development Request). (2) Subject to clause 8.2(49.2(4), if and when TearLab elects, in its discretion, to develop a Second New Product, TearLab agrees that it will provide an opportunity for MiniFAB to provide the R&D Services with respect to the Second New Product, as follows: (a) TearLab shall provide a written Development Request for the Second New Product pursuant to clauses 8.2(19.2(1) and 8.2(39.2(3); (b) the parties shall discuss in good faith the anticipated activities under the Development Request and capabilities required to perform such activities; (c) if MiniFAB does not wish to undertake to perform the applicable R&D Services for the Second New Product, MiniFAB agrees to promptly notify TearLab in writing; (d) if MiniFAB wishes to perform the applicable R&D Activities for the Second New Product, MiniFAB shall propose the financial terms under which it is willing to undertake the R&D Services specified in the Development Request; and (e) if MiniFAB has appropriate capability (with respect to technical approach and development schedule) to perform such R&D Activities for the Second New Product as set forth in the Development Request, and offers to perform such activities on terms taken as a whole (including without limitation financial terms that are at least as favorable to TearLab as the terms proposed by a third party, as well as other material terms including but not limited to, scope , and intellectual property rights) that are at least as favorable to TearLab as other bids for conducting such R&D Services TearLab receives from third parties with capability of performing such R&D Services, then TearLab shall engage MiniFAB for the conduct of such R&D Services for the Second New Product. In such event, the parties shall prepare and sign a mutually agreed written Development Order, which shall set forth the activities to be conducted, timelines, deliverables, financial terms, and other mutually agreed terms and conditions regarding such R&D Services. Such Development Order shall be consistent with the intellectual property provisions and other applicable terms and conditions of this Agreement. [***] 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. Subject to the foregoing and clause 8.2(5), TearLab may engage any other person to provide R&D Services and TearLab shall have no obligation to engage MiniFAB to perform any R&D Services. For clarity, TearLab shall not be obligated to engage MiniFAB to perform R&D Services for any New Product other than the Second Product. (3) A Development Request must include: (a) a detailed description of the New Product; (b) draft Requirement Definitions for the New Product; and (c) a draft project plan including a proposed timetable. [***] 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. (4) MiniFAB will consider a Development Request and notify TearLab in writing whether or not MiniFAB accepts the Development Request within 20 Business Days of receipt of the request. If MiniFAB fails to respond within that time period, then it is deemed to have rejected the Development Request. To avoid doubt, MiniFAB is not required to provide any reason for rejecting a Development Request. It is understood that the Development Request is intended as an opportunity for the parties to negotiate terms and conditions on which MiniFAB may conduct the applicable R&D Services for TearLab. Accordingly, (i) MiniFAB shall not be obligated to accept any Development Request, and (ii) except as expressly set forth in clause 8.2(2)(e9.2(2)(e) with respect to the Second New Product, TearLab shall not be obligated to engage MiniFAB to conduct R&D Services. Services Without limiting the foregoing, if MiniFAB rejects (or is deemed to have rejected) the Development Request for the Second New Product, then despite clause 8.2(29.2(2), TearLab may engage another service provider to provide R&D Services in respect of that Development Request. TearLab shall have no obligation to offer to MiniFAB any further opportunity, or to engage MiniFAB, to perform any R&D Services except as expressly set forth under clause 8.2(29.2(2). (5) Without limiting anything else in this clause 89, if TearLab wishes to develop any New Product that is relevant to MiniFAB’s technology, it must provide MiniFAB with the opportunity to submit a proposal for the performance of the work by providing a Development Request. TearLab may also tender the development work in respect of the New Product to any other person, but it must give MiniFAB a final opportunity to quote on the work before offering the job to someone else. [***] 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.