TEARLAB CORPORATION (NASDAQ:TEAR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement
On May 1, 2018 and effective July 1, 2017, TearLab Corporation (the “Company” or “TearLab”) entered into a Restated License Agreement (the “Agreement”) to its exclusive license agreement for the commercial development of the invention disclosed in UCSD Disclosure Docket No. SD2002-180 and titled “Volume Independent Tear Film Osmometer” (UCSD License Agreement #2003-03-0433), dated as of March 12, 2003, as amended by Amendment 1, dated as of June 9, 2003, Amendment 2, dated as of September 5, 2005, Amendment 3, dated as of July 7, 2006, Amendment 4, dated as of October 9, 2006, and Amendment 5, dated as of July 9, 2007, by and among the Company and The Regents of the University of California. to the terms of the Agreement, the royalty rate will be reduced from 5.5% to 3.0% for quarterly sales up to $10.0m USD, 3.5% for quarterly sales up to $20.m USD, and 4.25% for quarterly sales above $20.0m USD. In addition, should the Company engage in one or more transactions with another party that results in that party acquiring more than 50% of the Company’s outstanding shares of common stock (a “Fundamental Transaction”), the royalty rate will be increased to 3.5% for quarterly sales up to $10.0m USD, 4.0% for quarterly sales up to $20.m USD, and 4.75% for quarterly sales above $20.0m USD. Concurrent with the increased royalty rate upon a Fundamental Transaction, the Company will pay a milestone payment equal to $500,000 USD.
The foregoing description of the Agreement is qualified in its entirety by the terms and conditions of the Agreement, the form of which will be attached as an exhibit to the Company’s quarterly report on Form 10-Q for the period ending June 30, 2018.
About TEARLAB CORPORATION (NASDAQ:TEAR)
TearLab Corporation is an in-vitro diagnostic company. The Company has commercialized a tear testing platform, the TearLab Osmolarity System, which enables eye care practitioners to test for sensitive and specific biomarkers using nanoliters of tear film at the point-of-care. The Company, through its subsidiary TearLab Research, Inc., develops technologies to enable eye care practitioners to test a range of biomarkers (chemistries, metabolites, genes and proteins) at the point-of-care. Its product, the TearLab Osmolarity System, enables the measurement of tear osmolarity in the doctor’s office. The TearLab Osmolarity System consists of approximately three components: the TearLab disposable, the TearLab Pen, and the TearLab Reader. The TearLab disposable is a single-use microfluidic microchip. The TearLab Pen is a hand-held device that interfaces with the TearLab disposable. The TearLab Reader is a small desktop unit that allows for the docking of the TearLab Pen.
