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Exhibit 10.29  



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


 
 

DISTRIBUTION AGREEMENT    
    


        THIS AGREEMENT entered into as of this 16th day of February, 2001 ("Effective Date"), by and between ARKRAY Inc., a Japanese corporation, having its
principal office at 57 Nishi Aketa-cho, Higashikujo, Minami-ku, Kyoto 601-8045, Japan (hereinafter referred to as "ARK"), and Heska Corporation, Delaware
corporation having its principal office at 1613 Prospect Parkway, Fort Collins, Colorado 80525, U.S.A. (hereinafter referred to as "Heska"). 


WITNESSETH



        WHEREAS,
ARK is a manufacturer and distributor of clinical diagnostic instruments and Heska is a manufacturer and/or distributor of hematology instruments, reagents and other products
targeted to veterinary markets. 


        WHEREAS,
ARK desires to appoint Heska as a distributor and Heska wishes to obtain such distribution rights to market and sell Automated Clinical Chemistry Analyzer Model
SP-4430 (hereinafter referred to as "Product") as defined herein, effective from the date of the execution of this Agreement. 



        NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual covenants herein contained, the parties hereby agree as follows: 


ARTICLE I  


        ARK appoints Heska as a distributor to promote, market, service and sell Product effective from the date of execution of this Agreement, and Heska agrees to
accept such appointment subject to and in accordance with the following terms and conditions. 



1.1   Product  


        Product means product to be comprised of Automated Clinical Chemistry Analyzer Model SP-4430 ("Analyzer") and those related spare parts, consumables
and reagents manufactured by ARK to be used to analyze blood in patients as listed in Appendix A and as amended from time to time by mutual written agreement of the parties. 


1.2   Branding  


        ARK and Heska agree that the brand name and logotype of Product shall be a combination of "ARKRAY" and "HESKA" in a format to be mutually agreed upon by the
parties. 


1.3   Distribution Right  


        Heska shall have an exclusive right to promote, market, sell and distribute Product, with the right to appoint sub-distributors, in North America
("Territory") and only in the veterinary market ("Field"). The exclusivity referred to in this Agreement applies between Heska and ARK or the ARK-appointed distributors. 


        Heska
agrees that, during the term of this Agreement, (a) Heska shall not develop or make commercially available or acquire a product(s) with features identical to Product, and
(b) Heska shall not handle or otherwise provide any "off-brand" and/or "generic" form of spare part, consumables and reagents to be used with Product unless such consumables and
reagents are not available from Arkray; provided, however, this section will not apply to common laboratory transfer pipettes, common QC serum materials and primary blood collection tubes that fit
commercially available external centrifuges.

 


1.4   Sales Responsibility  


        Heska assumes all sales responsibilities for Product to be sold in the Territory and Field under this Agreement. "Sales Responsibilities" as used herein includes
all sales force training, maintenance and support activities, as well as pricing, advertising, promotion, and demonstration. ARK will provide Heska with specifications, test procedures and manuals
written in English that may be reasonably necessary for Heska to fulfill its Sales Responsibilities. 


1.5   Relationship of Parties  


        Each party shall be considered an independent contractor of the other party. Nothing in this Agreement shall be construed as establishing a joint venture or
partnership or principal/agent, or employee relationship. No party is authorized to make any statement, claim, representation or warranty or to act on behalf of any other party with respect to any of
the provisions of this Agreement, except as provided for herein or as specifically authorized in writing by other party. 


1.6   Term and Renewal  


        This Agreement shall continue in full force and effective for a period of three (3) years from the date of execution of this Agreement and shall be
automatically renewed for additional one year periods unless a party provides notice to the other party of its intent not to renew this Agreement at least one
hundred eighty (180) days prior to the current expiration date of this Agreement, unless this Agreement is terminated earlier as set forth in Section 1.7. 


1.7   Termination  


        Either party may cancel this Agreement by a written notice at any time in the event that the other party shall have been in material breach of any of the
provisions of this Agreement and such breach shall have been continued for sixty (60) days after such a written notice thereof was provided to the breaching party by the
non-breaching party. Either of the parties may terminate this Agreement at any time without giving any notice to the other party if that party is declared insolvent or bankrupt by a court
of competent jurisdiction. If Heska fails to meet the agreed upon minimum annual purchases for two (2) consecutive years, then Heska shall lose all rights to distribute Analyzer. However, ARK
shall continue to supply Heska with Consumables as provided in Section 2.3. 


        Upon
any such termination of this Agreement, the terminating party may (but has no obligation to) cancel any and all unshipped sales orders concluded hereunder. Unless otherwise provided
herein, each party waives any claims for compensation or damages in connection with such cancellation of undelivered Products from the other party. 



        The
provisions of Sections 2.3 (Spare Parts, Consumables and Reagents), 2.4 (Patents), 4.2 (Confidentiality), 4.3 (Indemnification), 4.6 (Publicity), and 4.10 (Law of Contract
Jurisdiction) shall survive termination of this Agreement. 


ARTICLE II  


2.1   Warranty and Quality  


        ARK warrants that Product to be delivered hereunder shall be free and clear of any and all liens, encumbrances or defects in title and shall be conveyed to Heska
with lawful and marketable title. ARK warrants that Product shall satisfy the performance specifications set forth in Appendix B. ARK will not make any changes to Product without first
notifying Heska in writing at least ninety (90) days in advance of such changes and providing Heska with evidence that such changes do not alter the performance specifications of Product and
obtaining Heska's consent in writing. ARK shall input

 
normal reference ranges for animals supplied by Heska in writing into the Analyzers without modification by ARK. 


        In
the event that Heska determines that any shipment of Product to be delivered to it hereunder fail/s to conform to the performance specifications set forth in Appendix B, Heska
shall promptly notify ARK and reasonably specify the manner in which Product fail/s to conform. ARK shall have the rights to make its own inspection and evaluation of the allegedly
non-conforming Product and shall notify Heska, within twenty one (21) days after receipt of such information, including samples of the allegedly non-conforming Product
from Heska, whether it has confirmed and accepted Heska's claim that Product are/is non-conforming. 


        If
ARK determines and confirms that Product are/is non-conforming, ARK shall replace, at no cost to Heska, the non-conforming Product at the earliest date after
confirmation of Product non- conformance. ARK shall also bear the freight charges, insurance, duties and tariffs for return of all non-conforming Product to ARK from Heska. 



        If,
after evaluating the allegedly non-conforming Product, ARK believes that Product in question are/is conforming, ARK shall supply Heska with its written findings and
request Heska to submit additional samples of Product to an independent third party, acceptable to both parties, for testing in accordance with and against the performance specifications set forth in
Appendix B. The decision of such third party shall be final with respect to the alleged non-conforming Product and binding on both parties to this Agreement. 


        If
the decision of the third party is that Product are/is non-conforming, ARK shall pay the return freight, insurance, duties and tariffs with respect to Product shipped to
Heska as well as all costs and expenses relating to the testing of Product by the independent third party. In addition, ARK shall supply Heska with a Certificate of Destruction certifying that Product
have/has been destroyed in an environmentally safe manner. 


        If
the decision of the third party is that Product conform/s to the applicable specifications, Heska shall accept Product and shall be responsible for the return freight, insurance,
duties, tariffs and all costs and expenses relating to the testing of Product by the independent third party. 


        Each
Product is warranted by ARK to be free from defects in materials and workmanship for a period of sixteen (16) months from the date of shipment from ARK to Heska. During the
warranty period, ARK will provide Heska with all necessary warranty replacement parts at no charge. ARK's warranty obligation under this Article is limited to the repair or replacement of Product. 


2.2   Trademark  


        ARK grants to Heska a limited license to use on a non-exclusive basis ARK's trademarks and brand names as set forth in Appendix C for the
purposes specified in this Agreement. Except as specified in this Section and Section 1.2, no party to this Agreement will derive any legal rights to the other party's trademarks. No party
shall adopt, use or register in any country, without the written consent of the other party, a trademark for any similar, related or competitive product which is likely to be confused with a trademark
of the other party. 


2.3   Spare Parts, Consumables and Reagents  


        ARK agrees that spare parts, consumables and reagents used with Analyzer (collectively called "Consumables") will continue to be furnished to Heska at the prices
fixed on the basis of the price negotiation every year for a period of five (5) years following the last shipment of Analyzer from ARK to Heska as long as Heska continues to have exclusive
distribution rights to sell Analyzer. Should Heska lose ARK's exclusive distribution rights to sell Analyzer, ARK agrees to allow Heska to be a supplier of Consumables to Heska's customers for a
period of twelve (12) months from the loss of

 
exclusive distribution rights to sell Analyzer. Thereafter, ARK agrees to supply Consumables to Heska's customers during the time ARK sells Consumables in North America directly or through a
distributor. 


2.4   Patents  


        ARK warrants and represents to Heska, and without admitting any infringement, to the best of its current actual knowledge neither Product of this Agreement nor
its manufacture, use, importation or sale infringe upon any issued patent or proprietary rights held by a third party. 


        ARK
shall defend, indemnify and hold Heska and its subsidiary or affiliated companies, and customers thereof, harmless from any damages, including without limitation reasonable
attorneys' fees, with respect to any and all claims that the manufacture, use, rental or sale of any of Product of this Agreement infringes upon any patent or proprietary rights of a third party. 


ARTICLE III  



3.1   Orders and Forecasts  


        The forecast provided for below will include a firm purchase commitment covering the first five (5) months of the forecast. Therefore, Heska will issue
periodic purchase orders within the terms specified below. Such purchase orders shall not bind ARK unless or until accepted by ARK. ARK shall notify Heska of its decision on acceptance within ten
(10) days after receipt of a purchase order. 


        Heska
shall provide ARK, on a quarterly basis by the end of each Calendar quarter, a non-binding rolling one (1) year forecast of its anticipated purchases of Product.
ARK shall keep Heska notified immediately of any events that may significantly impact ARK's ability to deliver, such as interruptions by suppliers, labor troubles, discovered defects, and the like.
ARK agrees to ship to Heska (i) Consumab1es within ninety (90) days of ARK's acceptance of a purchase order for Consumab1es, and (ii) Analyzers within one hundred twenty
(120) days of ARK's acceptance of a purchase order for Analyzers. 


3.2   Minimum Purchase  


        ARK and Heska shall separately discuss and agree on a minimum annual purchase of Product to be made by Heska from ARK for every calendar year three
(3) months prior to the beginning of every calendar year during the effective period of this Agreement. 



3.3   Pricing  


        ARK will sell Product to Heska in accordance with the prices agreed upon, which shall be denominated in Japanese yen. Upon thirty (30) day prior written
notice from one party to the other, the parties agree to discuss in good faith any adjustment to the prices of Product in an attempt to reach a mutually satisfactory agreement. If a mutually
satisfactory agreement cannot be reached, the prices of Product then in effect shall remain applicable. 


3.4   Shipping of Products, Reagents, Spare Parts and etc.  


        ARK will immediately confirm the receipt of each purchase order from Heska in order that Heska has assurance that each purchase order is duly received by ARK. ARK
shall try its best efforts to ship all of Product ordered by Heska as specified by Heska. In the event of its inability to make a complete shipment as specified by Heska, ARK shall notify Heska
immediately of the possible shipping date. Both parties shall discuss and amicably agree to adjust the shipping date if ARK's shipping date causes Heska any inconvenience. Should ARK upon acceptance
of a purchase order fail to ship Product from Japan within ten (10) business days of specified shipping dates twice within a twelve (12) month period, ARK agrees to renegotiate the
annual minimum.

 



3.5   Payment Terms  


        At Heska's sole option, Heska will provide a letter of credit or prepay in Japanese yen one week in advance of the shipment of Products under a purchase order;
provided Heska receives a timely firm shipment date in writing from ARK. Ark agrees to renegotiate the payment terms within twelve (12) months of the Effective Date. 


3.6   Packing  


        Product shall be labeled, packaged and shipped to Heska in accordance with the ARK's quality standard to satisfy the requirements for Product Specifications set
forth in Appendix B. Labels for Products shall be mutually agreed upon by the Parties. 


3.7   Freight Insurance  


        ARK will ship Heska Product ordered by Heska under the terms of FCA Osaka and/or Kobe, Japan as defined in Incoterms 2000. Heska shall be responsible for payment
of all air and/or sea freight, insurance, duties and tariffs for shipments of Product to Heska, except as both parties agree. 


ARTICLE IV  



4.1   Report  


        Heska shall make periodic reports on a quarterly basis to ARK on the sales activities and the sales promotion plans of Product, and the market conditions
including information on the competitive products. 


4.2   Confidentiality  


	(a)
	"Confidential
Information" means any technical, manufacturing, business and marketing information including, without limitation, patent applications, patent disclosure, data,
inventions, concept, idea, structures, formulas, techniques, processes, apparatus, know-how disclosed orally or in tangible form such as documents, memoranda, reports, correspondence,
machine readable tapes or disks, drawings, notes or other media. All confidential information disclosed in this Agreement which is writing or other tangible form shall be clearly marked as
"Confidential" or if communicated orally or obtained through observations, shall be confirmed in writing within thirty (30) business days.



	(b)
	The
party receiving information ("Receiving party") agrees that the party disclosing ("Disclosing party") is the owner of the confidential information and that the Receiving party
will not use any confidential information for any purpose except for the execution of this Agreement. Each Receiving party agrees not to disclose any confidential information to any third party or to
employees of the Receiving party, except to those employees who are required to have the information in order to be engaged in the execution of this Agreement. Receiving party's obligations with
regard to the confidentiality and nonuse of such information shall not extend to any information that:



	(1)
	was
in the public domain at the time it was disclosed or becomes part of public domain after disclosure, including, without limitation, disclosure in a U.S. or foreign patent or
disclosure in a printed publication which is generally available to the public, or through the unrestricted sale of Product embodying the same to the extent that such confidential information is
ascertainable from such Product; or 

 



	(2)
	was
known to the Receiving party at the time of its disclosure or becomes known to the receiving party without breach of this Agreement, provided that the Receiving party shall have
the burden of proving such knowledge: or



	(3)
	is
independently developed by the persons of the Receiving party who have not been exposed to the confidential information as evidenced by written records; or



	(4)
	is
disclosed by a Disclosing party to a third party without restrictions on such third party's rights to disclose or use the same; or



	(5)
	is
disclosed by the Disclosing party pursuant to judicial order, a requirement of a governmental agency or by operation of law, provided that the Receiving party shall (i) give
the Disclosing party prompt notice of any such possible disclosure of confidential information and (ii) permit the Disclosing party, at its expense, to take all reasonable actions to prevent or
limit the scope of such disclosure and/or to obtain protective orders to protect the confidentiality of such confidential information; or



	(6)
	is
approved for release upon the Disclosing party's prior written consent; or



	(7)
	is
disclosed by the Disclosing party to the Receiving party after written notification is delivered by the Receiving party to the Disclosing party that it will not accept any further
confidential information in confidence.






	(c)
	Each
Receiving party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized use of the confidential information and that any disclosure of
the confidential information within the Receiving party will only be such as is reasonably necessary to its evaluation and will only be to employees of the Receiving party who are bound by written
agreements with the Receiving party to maintain the confidential information in confidence. Each Receiving party shall immediately notify the Disclosing party in the event of any unauthorized use or
disclosure of the confidential information.



	(d)
	The
obligations imposed on the parties under this Article shall survive for five (5) years following the termination of this Agreement. 



4.3   Indemnification  


        ARK agrees that it will defend, indemnify and hold harmless Heska, its directors, officers, employees, agents and affiliates from and against all costs, damages,
loss, expense (including reasonable attorney's fees), claims by or judgments in favor of third parties for bodily injury, property damage, or any other damage or injury caused or alleged to have been
caused by the manufacture, sale or use of the Product, except to the extent that such damage or injury results substantially from the gross negligence or wrongful acts of Heska. Furthermore, each
party agrees that it shall defend, indemnify and hold the other party, its directors, officers, employees, agents and affiliates harmless from all costs, damages, loss, expense (including reasonable
attorney's fees), or any other damage caused by, arising out of, or resulting from (i) such party's failure of performance of the terms of this Agreement, or (ii) such party's failure to
comply with any and all laws (statutory and common) and regulations applicable to such performance. Heska shall defend, indemnify and hold ARK, its directors, officers, employees, agents and
affiliates harmless from all costs, damages, loss, expense (including reasonable attorney's fees), or any other damage caused by, arising out of, or resulting from the reference ranges supplied by
Heska under Section 2.1. 


        Each
party agrees to give the other prompt notice in writing of the institution of any suit, or any claims made by a third party, including any claims asserted or made by any
governmental authority having jurisdiction over the parties and Product of this Agreement. ARK and Heska agree to cooperate with each other in the defense of such suits or claims and to provide all
necessary information to

 
enable the defending party to carry on the defense of such suit or any appeal from a judgment or decree rendered therein. 


4.4   Force Majeure  


        Except with respect to the allocation obligation of ARK provided for in Paragraph 4.3, no party shall be liable to the other in any manner for failure or
delay to fulfill all or part of this Agreement, directly or indirectly, owing to acts of God, governmental orders or restriction, war, threat of war, warlike conditions, hostilities, sanctions,
mobilization, blockade, embargo, detention, revolution, riot, looting, strike, lockout or other labor troubles, fire, typhoon, earthquake, lightning, accident of any other causes or circumstances
beyond its control. 


4.5   Notices  


        Every notice, consent, instruction, order or decision given under this Agreement shall hereunder be given or made in writing in English, and if required to be
given promptly shall be given as expeditiously as possible, and in any event, within seven (7) business days, and shall be delivered personally or if by mail, shall be mailed registered or
certified mail, return receipt requested, as follows: 



	If to ARK:

57 Nishi Aketa-cho

Higashi-kujo, Minami-ku

Kyoto 601-8045, Japan	 	If to Heska:

1613 Prospect Parkway

Fort Collins Colorado 80525

USA
	Attention:	 	Attention:	 	Chief Executive Officer
	 	 	Copy to:	 	Vice President,

Intellectual Property and

Business Development






4.6   Publicity  


        Neither
party shall announce nor disclose the existence of this Agreement or its terms and conditions, or advertise or release any publicity regarding this Agreement without the prior
written consent of the other party, which consent shall not be unreasonably withheld. This provision shall not apply to the disclosure of information required to satisfy disclosure obligations imposed
by law, court order or regulations, including, but not limited to, the reporting requirements of the United States Securities and Exchange Commission. 


4.7   Assignability  


        This Agreement and the rights and obligations hereunder shall not be assigned or transferred to any third party by either of the parties hereto without the prior
written approval of the other party; provided, however, no prior consent shall be required for the assignment or transfer of substantially all the assets of a party relating to the subject matter of
this Agreement or related to a change of control of a party. 



4.8   Waivers  


        No delay or omission in the exercise of any right or remedy of any party or any default by another shall impair any right or remedy otherwise available nor shall
it be construed as a waiver of any right or remedy. Any waiver by any party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision.

 



4.9   Entire Agreement  


        This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. All express or implied agreements and understandings,
either oral or written, heretofore made are expressly superseded by this Agreement. This Agreement may be modified only by written agreement duly executed by the parties. 


4.10 Law of Contract Jurisdiction  


        This Agreement shall be governed by and construed under the laws of the district where the contracting party is a defendant who defends against the other party,
with regard to the construction or interpretation of the Agreement. The English language employed herein shall be controlling and this Agreement shall be deemed to have been executed at Fort Collins,
Colorado, United States of America and Osaka, Japan. Any dispute, controversy or difference arising between the parties, out of or in relation to or in connection with this Agreement, or the breach
thereof, which cannot otherwise be settled between the parties within a period of ninety (90) days shall be submitted to an arbitration before a competent arbitration tribunal in Colorado,
United States of America in case Heska is a defendant, and Osaka, Japan in case ARK is a defendant, for binding resolution in accordance with the rules selected by the arbitrator(s), provided the
proceedings are conducted in the English language. 



4.11 Effect of Headings  


        Subject headings of the Sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of its
provisions. 


4.12 Execution in Counterparts  


        This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original but all of which together shall be deemed for all
purposes one and the same instrument. 


        IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives. 



	ARKRAY Inc.	 	Heska Corporation
	

By:	
[***]
 [***]	
 	

By:	

/s/  JAMES H. FULLER      
 JAMES H. FULLER
	 	Title:	 	[***]	 	 	Title:	President and COO
	 	Date:	 	February 16, 2001	 	 	Date:	February 16, 2001
	 	Place:	 	Fort Collins, CO USA	 	 	Place:	Fort Collins, CO USA
	

By:	
[***]
 [***]	
 	

 	

 	

 
	 	Title:	 	[***]	 	 	 	 
	 	Date:	 	February 27, 2001	 	 	 	 
	 	Place:	 	Kyoto	 	 	 	 





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








   APPENDIX A  


PRICE LIST

PL2001-01 (Second version) 


ARKRAY (Logo)  


Date:
January 23, 2001 




 


Distributor:




Heska
Corporation

1613 Prospect Parkway, Fort Collins, Colorado 80525 U.S.A.

Phone 970-493-7272 




Territory: 


        North
America 


Payment
Terms: 


        D/A
within 30 days after the Bill of Lading date 


Delivery
Terms: 


        FCA
Osaka/Kobe, Japan 


        We
reserve the right to change the prices with 30 days prior notice. 




 


Code
No.    18303 


SPOTCHEM
EZ    Model: "SP-4430" 



	Specification:	 	 	 	 
	

Sample: 	
 	

Serum, Plasma, Whole Blood (only Hb)
	

Reagent: 	
 	

SPOTCHEM II Reagent Strip
	

Measurement Items: 	
 	

Glu, UA, T-Cho, TG, BUN, T-Bil, Ca, TP, Alb, GOT, GPT, LDH, CPK, Hb, Amy, GGT, ALP, Cre, HDL-C, FRA, IP, Mg,
	 	 	**	 	Total Test Items = 22
	 	 	**	 	Max. 9 items can be measured simultaneously
	

Warm-Up: 	
 	

10 minutes
	

Display: 	
 	

20 digits × 2 lines LCD (Character)
	

Operation Panel: 	
 	

Sheet Key
	

Calibration: 	
 	

Calibration by Magnetic Card or by Calibration Kit
	

Data Storage: 	
 	

100 Measurements
	

Dimension & Weight: 	
 	

338 × 203 × 167 (WDH), Approx. 5.4kg





Including:




Thermal
Printer Paper(1), Power Cord(1), AC Adapter(1), Accessory case(1), Operating Manual(1), Warranty Card(1), Tip(10), Cleaning Wire(1), Cleaning Set(1), Nozzle Set(1), Wrench Set(1), Centrifuge
Tube(10), Tip Waste Case(2), Protective Cover(2) 





	***
	minimum
ordering unit = to be decided later 




FCA
Kobe/Osaka JP¥[***].- / unit




 


        Optional Consumable Accessories: 



	CODE NO.
 
	 	DESCRIPTION
	 	@ PRICE

FCA Japan

	10067	 	Thermal Printer Paper (For Built in Printer, 58 mm width)	 	¥ [***]
	

10204	
 	

Serum Sample Tube (100 pieces, blue cap)	
 	

¥ [***]
	

10191	
 	

Serum Sample Tube (500 pieces, blue cap)	
 	

¥ [***]
	

10202	
 	

Whole Blood Sample Tube (100 pieces, orange cap)	
 	

¥ [***]
	

10192	
 	

Whole Blood Sample Tube (500 pieces, orange cap)	
 	

¥ [***]
	

10200	
 	

Diluent for Hb measurement (20 mL, 50 pieces)	
 	

¥ [***]
	

10206	
 	

Pippete Tip for Hb Meas. (100L, 960 pieces)	
 	

¥ [***]
	

10207	
 	

Pippete Tip for Hb Meas. (1000L, 960 pieces)	
 	

¥ [***]
	

77041	
 	

Calibrator Kit (Low and High, 2 vials each, 2 vials of dilution)	
 	

¥ [***]
	

77042	
 	

Calibrator Hb Kit (Calibrator and dilution for Hb meas)	
 	

¥ [***]
	

77043	
 	

Calibration Check (4 pieces of lyophilized serum 3 mL)	
 	

¥ [***]
	

10711	
 	

Tip Set (EZ) 100 pieces	
 	

¥ [***]
	

10712	
 	

Centrifuge Cup (100 pieces)	
 	

¥ [***]
	

10743	
 	

Tip Set (EZ) (500 pieces)	
 	

¥ [***]
	

10692	
 	

AC Adaptor	
 	

¥ [***]
	

10698	
 	

Cleaning wire	
 	

¥ [***]
	

10208	
 	

Cleaner Set (Brush, 5 cotton swabs)	
 	

¥ [***]
	

10193	
 	

Pippete for Solution (For 3 mL)	
 	

¥ [***]
	

10194	
 	

Pippete for Hb Meas (For 40 mL,200L 1 each)	
 	

¥ [***]
	

10199	
 	

Sample Rack (For 30 sample tubes)	
 	

¥ [***]
	

10699	
 	

Nozzle Set (EZ) (Replacement Nozzle, O-ring)	
 	

¥ [***]
	

10700	
 	

Tool Set for Nozzle Replacement	
 	

¥ [***]
	

10701	
 	

Waste Case (2 pieces)	
 	

¥ [***]
	

10702	
 	

Protective Cover (2 pieces)	
 	

¥ [***]
	

18204	
 	

Portable Centrifuge (CF-9520)	
 	

¥ [***]
	

10703	
 	

RS-232C, Connection Cable	
 	

¥ [***]
	

10704	
 	

Carrying Case	
 	

¥ [***]






        Optional Parts: 


        "Optional
Parts List" to be supplied separately 


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





 


SPOTCHEM
II Reagent Strips (Single Type) 



	CODE NO.
 
	 	DESCRIPTION
	 	@ PRICE

FCA JAPAN

	77240	 	Glu	 	[***]
	

77241	
 	

UA	
 	

[***]
	

77242	
 	

T-Cho	
 	

[***]
	

77243	
 	

TG	
 	

[***]
	

77244	
 	

BUN	
 	

[***]
	

77245	
 	

T-Bil	
 	

[***]
	

77246	
 	

Ca	
 	

[***]
	

77247	
 	

T-Pro	
 	

[***]
	

77248	
 	

Alb	
 	

[***]
	

77249	
 	

GOT	
 	

[***]
	

77250	
 	

GPT	
 	

[***]
	

77251	
 	

LDH	
 	

[***]
	

77252	
 	

CPK	
 	

[***]
	

77253	
 	

Hb	
 	

[***]
	

77254	
 	

Amy	
 	

[***]
	

77255	
 	

GGT	
 	

[***]
	

77256	
 	

ALP	
 	

[***]
	

77257	
 	

Cre	
 	

[***]
	

77258	
 	

HDL-C Kit	
 	

[***]
	

77259	
 	

FRA	
 	

[***]
	

77268	
 	

IP	
 	

[***]
	

77269	
 	

Mg	
 	

[***]







	*
	25
Strips/Box 



SPOTCHEM
II Reagent Strips (Multi Type) 



	CODE NO.
 
	 	DESCRIPTION
	 	@ PRICE

FCA JAPAN

	77262	 	Panel-1	 	JP¥ [***]
	

 	
 	

Vet multi panel	
 	

JP¥ [***]







	*
	25
Strips/Box 



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





 


APPENDIX B

PRODUCT SPECIFICATIONS  


INSTRUMENT  



	SPOTCHEM EZ    MODEL: "SP-4430"
	

SAMPLE: 	
 	

Serum, Plasma, Whole Blood (only Hb)
	

REAGENT: 	
 	

SPOTCHEM II Reagent Strip
	

MEASUREMENT ITEMS: 	
 	

Glu, Ua, T -Cho, TG, BUN, T -Bil, Ca, TP, Alb, GOT, GPT, LDH, CPK, Hb, Amy, GGT, ALP, Cre, HDL-C, FRA, IP, Mg

TOTAL TESTS: 22, 9 simultaneously
	

WARM-UP: 	
 	

10 Minutes
	

DISPLAY: 	
 	

20 digits × 2 lines LCD (character)
	

OPERATION PANEL: 	
 	

Sheet key
	

CALIBRATION: 	
 	

Magnetic card or kit
	

DATA STORAGE: 	
 	

100 measurements
	

DIMENSION & WEIGHT	
 	

338 × 203 × 167 (WDH), Approx 5.4 kg
	

SOTWARE: 	
 	

Menu sub routine for species selection & normal values
	

WARRANTY: 	
 	

16 Months





REAGENTS

[***] 



	 	 	 	 	[***]	 	 	 	 	 	 
	 	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	GLU	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	BUN	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	T-BIL	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	CA	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	T-PRO	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	ALB	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	GPT	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	AMY	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	GGT	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	ALP	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	CRE	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	IP	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	GOT	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	FRA	 	 	 	 	 	 	 	 	 	[***]
	CPK	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	Mg	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	TG	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	UA	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	T-CHO	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	LDH	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	Hb	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	HDL-C(D)	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	PANEL-1	 	[***]	 	[***]	 	[***]	 	[***]	 	 
	 	 	[***]	 	 	 	 	 	 	 	 





[***]



        [***] 


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




 



	Color specifications	 	Basic design system
	

 	
 	

1-7-1








	ARKRAY blue

  

(Example of color)	 	  

  

If D1C641 is not available

—C100 + M60

—PANTONE293	 	ARKRAY mark is expressed in the two colors, ARKRAY blue and ARKRAY orange. ARKRAY blue is the corporate color, representing fair, good faith and "truthful" stated in our corporate philosophy.
	

ARKRAY orange

 

(Example of color)	
 	

 

 

If DIC205 is not available

—M50 + Y90

—PANTONE136	
 	

ARKRAY orange indicates vitality, meaning "active" in the corporate philosophy. ARKRAY logo should be painted in black. In case the number of color is limited, follow the coloring specifications below.
	

Coloring instruction	
 	

 	
 	

 
	

 	
 	

Color type	
 	

 
	

(Example of ARKRAY logo)	
 	

 	
 	

(Example of ARKRAY logo)
	
Prototype (basically used)	
 	

 	
 	

If the prototype cannot be used due to the limitation of the number of colors, use ARKRAY blue and ARKRAY orange as shown above.
	

 	
 	

Monochrome types	
 	

 
	

(Example of ARKRAY logo)	
 	

 	
 	

(Example of ARKRAY logo)
	
Monochrome type 1	
 	

 	
 	
Monochrome type 2
	

Use black and meshed black 40% as shown above. If the black is not available to use, use ARKRAY blue (or the most similar color) instead of black.	
 	

 	
 	

If the meshed black is not clearly shown in monochrome print, use black only.
	

 	
 	
Reversed color type	
 	

 
	

(Example of ARKRAY logo)	
 	

 	
 	

If the ARKRAY colors don't look attractive due to the color of foundation the ARKRAY brand is on, use white only shown at the left.







 


APPENDIX C 



	ARKRAY brand specifications 1	 	Basic design system
	

 	
 	

1-4-1








	Prototype

  

(Example of ARKRAY logo)	 	  

ARKRAY brand consists of

ARKRAY mark and logo.
	

 	
 	

Basically the prototype should be used.
	

Sub-design

 

(Example of ARKRAY logo)	
 	

 

 

If the prototype cannot be used due to size of space, use the sub-design instead.
	

Isolation

  

—Prototype

  

(Example of ARKRAY logo)

  

—Sub-design

  

(Example of ARKRAY logo)	
 	

  

  

The isolation is the minimum sized space surrounding the ARKRAY brand to set it apart from other factors in order to make the design prominent. Do NOT allow other factors to enter the space.














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