Exhibit 10.1
 [ * ]
    
    = Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




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##### 



®
    (a)
    
    Is known to the receiving Party before receipt thereof under
this Agreement, as evidenced by the receiving Partys written records;(b)
    
    Is disclosed to the receiving Party without restriction by a
Third Party (as hereinafter defined) not under an obligation of nondisclosure
to the disclosing Party;(c)
    
    Is or becomes part of the public domain other than through a
breach of this Agreement by the receiving Party;
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  2




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##### 



(d)
    
    Is disclosed by the disclosing Party to a Third Party without a
duty of confidentiality;(e)
    
    Is independently developed by or for the receiving Party
without use of the disclosing Partys Confidential Information, as evidenced by
the receiving Partys records; or(f)
    
    Is disclosed by the receiving Party with the disclosing Partys
prior written approval.
        [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  3




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##### 



Appointment
 (a)
    
    Initial Non-Exclusive Appointment. As of the Effective Date, Abbott hereby appoints Abaxis and its Affiliates as Abbotts non-exclusive
distributor of Products in the Field in the Territory until October 31,
2009, and Abaxis hereby accepts such appointment. Abaxis shall have the
non-exclusive right to Sell and distribute Products in the Territory until
October 31, 2009.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  4




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##### 



(b)
    
    Exclusive Appointment. As of November 1, 2009, and subject to
Sections 2.1(d) and 2.5 below, Abbott hereby appoints Abaxis and its
Affiliates for the Term as its exclusive distributor of Products in the
Field in the Territory, and Abaxis hereby accepts such appointment from
Abbott. As exclusive distributor in the Field in the Territory, Abaxis
shall have the sole and exclusive right (even as to Abbott) to Sell and
distribute Products in the Territory for use in the Field.
 (c)
    
    Abbott Restriction. For so long as Abaxis is the exclusive
distributor of Products in the Field in the Territory in accordance with the
terms and provisions of this Agreement and subject to Section 2.1(d) below,
Abbott shall not Sell or, directly or indirectly (e.g., through Affiliates
or Third Parties) distribute Products, in the Field in the Territory. Upon
reasonable prior notice and at mutually agreeable times, Abaxis may, at
Abaxis expense, retain an independent third party auditor to audit Abbotts
books and records relating to Abbotts Sales of Products solely to verify
Abbotts compliance with its obligations under this Section 2.1(c), provided
that such independent third party auditor shall execute a customary
confidentiality agreement with the audited party with respect to the
information received in connection with such audit that is not broader in
scope or more burdensome than the confidentiality obligations contained in
this Agreement. Notwithstanding this subsection 2.1(c) or subsections
2.1(a) and 2.1(b) above, Abbott may maintain certain consultative and
technical staff, at Abbotts expense, to assist Abaxis in connection with
such marketing, promotion, sales and distribution efforts. Other than
Section 3.2(b), nothing contained in this Agreement shall limit
or be interpreted to limit Abbott or Abbotts Affiliates from selling
products not listed on Exhibit 1.14 in the Territory.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  5




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##### 



(d)
    
    Exceptions to Exclusivity. Notwithstanding anything else
provided in this Agreement, any right of Abaxis hereunder to exclusively
distribute Products shall be subject to the following exceptions: (I) Abbott
shall be permitted to sell Products to [ * ], but only to [ * ], and (II)
Abbott and/or its authorized distributors shall be permitted to sell
Products [ * ] for [ * ].
 Non-Exclusive Appointment in Japan
 Authorization
 Minimum Purchase and Sales Requirements
 (a)
    
    Minimum Purchase Requirement. Abaxis shall achieve
Product Purchases greater than or equal to the Base Target as set forth in the
following Table 2.4(a) (Minimum Purchase Requirement). The Parties shall
meet and negotiate in good faith to establish the Minimum Purchase Requirement
for any Renewal Terms occurring beyond the years specified in Table 2.4(a).
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  6




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##### 



Table 2.4(a)
 Base TargetBaseCartridge
    
    BaseContract
    
    Purchases
    
    Analyzer PurchasesYear
    
    (USD)
    
    (Units)[ * ]
    
    [ * ]
    
    [ * ][ * ]
    
    $[ * ]
    
    [ * ][ * ]
    
    $[ * ]
    
    [ * ][ * ]
    
    $[ * ]
    
    [ * ][ * ]
    
    $[ * ]
    
    [ * ][ * ]
    
    $[ * ]
    
    [ * ]
 (b)
    
    Minimum Sales Requirement. Abaxis shall achieve
Product Sales of at least [ * ] of Product Purchases with respect to the number
of units purchased by Abaxis from Abbott and, in turn, Sold by Abaxis, within
each Contract Year (Minimum Sales Requirement). To achieve the Minimum Sales
Requirement in a given Contract Year with respect to Cartridges, [ * ] must
equal at least [ * ]. To achieve the Minimum Sales Requirement in a given
Contract Year with respect to Analyzers, [ * ] must equal at least [ * ].
 Failure to Achieve Minimum Purchase and Sale Requirements
 Annual Product Purchases Calculation
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  7




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(a)
    
    Abbott Provides Abbott Calculation. Within [ * ] after
the end of each Contract Year, Abbott may provide Abaxis with Abbotts written
calculation of Abaxis Product Purchases in such Contract Year (the
Abbott Calculation). If Abaxis disagrees with the Abbott Calculation, if
any, Abaxis shall have [ * ] after receipt of the Abbott Calculation to
respond in writing, with (a) Abaxis estimate; (b) the difference between
Abaxis estimate and the Abbott Calculation; and (c) purchase order level
detail so that Abbott may verify the Abbott Calculation. If Abbott
disagrees with Abaxis calculation and Abaxis requests, in writing, purchase
order level detail for the Abbott Calculation, Abbott shall provide such
information. If the exchange of such information does not resolve the
dispute, the Parties shall negotiate in good faith to determine the actual
Product Purchases in such Contract Year and, if such dispute is not resolved
within [ * ], the dispute shall be resolved pursuant to Section 9.11.(b)
    
    Abbott Does Not Provide Abbott Calculation. If Abbott
does not provide Abaxis with the Abbott Calculation within [ * ] after the end
of a given Contract Year, Abaxis shall provide Abbott with Abaxis written
calculation of Abaxis Product Purchases in such Contract Year (the Abaxis
Calculation) within [ * ] after the end of such Contract Year. If Abbott
disagrees with the Abaxis Calculation, Abbott shall have [ * ] after receipt of
the Abaxis Calculation to respond, in writing, with (i) Abbotts estimate, (ii)
the difference between Abbotts estimate and the Abaxis Calculation, and (iii)
purchase order level detail so that Abaxis may verify the Abaxis Calculation.
If Abaxis disagrees with Abbotts calculation and Abbott requests, in writing,
purchase order level detail for the Abaxis Calculation, Abaxis shall provide
such information. If the exchange of such information does not resolve the
dispute, the Parties shall negotiate in good faith to determine the actual
Product Purchases in such Contract Year and, if such dispute is not resolved
within [ * ], the dispute shall be resolved pursuant to Section 9.11.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  8




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##### 



Annual Product Sales Calculation
 Promotional Materials
 
 Sales and Promotional Activities
 (a)
    
    Marketing. Abaxis shall, at its own expense, use
commercially reasonable efforts to market and promote the Products in the
Territory. Abaxis promotional activities shall include, but shall not be not
limited to: (a) including the Products in its appropriate catalogs, promotional
mailings and like publications; (b) developing, preparing and placing
advertising concerning the Products in appropriate media or through appropriate
direct mail; (c) exhibiting the Products at appropriate trade shows and
exhibitions; (d) conducting commercially reasonable and appropriate market
research; and (e) rendering other services customarily rendered by a
distributor of veterinary medical products. By [ * ] of each Contract Year,
Abaxis shall provide Abbott with a list of all proposed trade shows and
exhibitions that it plans to attend in the next Contract Year. Abaxis may
develop printed sales and promotional materials relating to the Products in the
local language at its own expense. Abaxis
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  9




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##### 



shall provide such materials, if any, which have not been previously approved to Abbott
for Abbotts review and approval, which approval shall not be unreasonably
delayed or withheld. Abbott shall review such materials within [ * ], and
Abbotts failure to object to any materials within such [ * ] of sending
shall be deemed approval. If Abbott objects to the material, Abaxis shall
modify such materials accordingly.(b)
    
    Sales Personnel. Abaxis, at its sole cost and expense,
shall engage, compensate, supervise, train and maintain such competent,
qualified personnel as may be reasonably required to, deliver, promote, market,
sell, distribute, provide technical service and support for the Products, and
End User complaint handling in the Territory.(c)
    
    Sales Effort. Abaxis shall use a degree of effort to
market, promote and Sell the Products in the Field in the Territory [ * ].(d)
    
    Fees and Commission. Abaxis shall not [ * ]. Abaxis
shall not [ * ], including [ * ].(e)
    
    Appointment of Dealers. Abaxis shall have the right to
appoint Dealers for the sale of the Products in the Field in the Territory.
Abaxis shall within [ * ] of this agreement update Abaxis written Distributor
Policy to include language that [ * ] and shall communicate the same to its
then-existing dealers. Abaxis agrees that, if it enters into a new agreement
or arrangement, following the Effective Date, with any dealer to allow such
dealer to offer for Sale, Sell, have Sold, use, have used, market, have
marketed, distribute, have distributed, import and have imported Products in
the Field in any country or region of the Territory, Abaxis shall [ * ], and
further by subjecting them to the Distributor Policy described in the foregoing
sentence.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  10




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##### 



(f)
    
    Technical Support. Abaxis shall be responsible as the
first point of contact for technical support with the End User, including the
establishment of species-specific reference ranges. Abaxis will further
provide technical support on the usage of Products by the End Users based upon information supplied by Abbott, [ * ]. The term Technical Support
shall mean problem resolution, explanation of functionality and collection
of incident reports. Abbott will provide technical support to Abaxis [ * ].(g)
    
    Modified and New Products. Abaxis shall provide timely
comprehensive information to its Dealers or End Users, as appropriate, with
respect to newly available Products, discontinuance of Products and changes in
existing Products, including, but not limited to, performance specification
changes and required software upgrades in Analyzers (which may or may not be
coupled to specific lots of Cartridges). Abaxis shall use commercially
reasonable efforts to ensure that each End User in the Territory makes any such
performance specification changes and software upgrades in a timely manner.
Abbott shall inform Abaxis in writing of newly available Products, the
discontinuance of Products, or changes in existing Products at least [ * ]
prior to the availability of such new Products or the effectiveness of such
discontinuance or change, as the case may be.(h)
    
    Warranty Services. Abaxis shall provide a technical
liaison and assistance to End Users for warranty service of the Products, [ * ]. In
addition, at the written request of Abbott, Abaxis shall perform certain
warranty repairs pursuant to the warranty set forth in Section 3.4(f) of
this Agreement during the term of such warranty, which shall be billed to
and paid by Abbott at mutually agreed upon labor rates and using replacement
parts furnished by Abbott at its sole cost.(i)
    
    Customer Service. Abaxis acknowledges and agrees that
it shall be responsible for all customer service, training, and education
within the Territory relating to the operation and use of the Products. All
such services shall be performed in accordance with Abbotts standards and
specifications, as notified by Abbott to Abaxis from time to time during the
continuance of this Agreement. As part of its customer service obligations, Abaxis shall maintain a twenty-four (24) hour answering service
to assist Customers with all Product inquiries.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  11




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##### 



(j)
    
    Strategy Meetings. Periodically during the Term (but
not less than [ * ]), Abaxis and Abbott shall review topics which may include
Abaxis marketing and selling strategy, potential collaboration in the
development of new Product assays or configurations to meet needs or
opportunities in the Field, training of End Users, inventory, and other
practices with a view toward maximizing End Users use of and satisfaction with
Products.(k)
    
    Quality Assurance Audit by Abbott. Abbott shall, upon
giving not less than [ * ] notice to Abaxis, have the right, during normal
business hours, to retain an independent third party to visit or assess all
locations where Abaxis maintains, ships, or repairs inventory of Products to
conduct a quality assurance audit of such facilities and/or an on-site
surveillance of its inventory storage tracking, provided that such independent
third party shall execute a customary confidentiality agreement with the
audited party with respect to the information received in connection with such
audit that is not broader in scope or more burdensome than the confidentiality
obligations contained in this Agreement. Provided further that some or all of
such audit activities may be undertaken directly by Abbott upon the prior
mutual written agreement of the Parties. In the event that an audit reveals
matters that Abbott determines should be corrected by Abaxis, Abbott shall
provide, in writing, within [ * ] of such audit, a list of such matters and any
proposed corrective action to be taken by Abaxis. Abaxis shall respond within
[ * ] of receiving Abbotts notification of the corrective action to be taken
and an estimated complete date.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  12




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##### 



(l)
    
    Quality Assurance Audit by Abaxis. Abaxis shall, upon
giving not less than [ * ] notice to Abbott, have the right, during normal
business hours, to retain an independent third party to visit or assess all
locations where Abbott manufactures, maintains, ships, or repairs inventory of
Products to conduct a quality assurance audit of such facilities and/or an
on-site surveillance of its inventory storage tracking, provided that such
independent third party shall execute a customary confidentiality agreement
with the audited party with respect to the information received in
connection with such audit that is not broader in scope or more burdensome
than the confidentiality obligations contained in this Agreement. Provided
further that some or all of such audit activities may be undertaken directly
by Abaxis upon the prior mutual written agreement of the Parties. In the
event that an audit reveals matters that Abaxis determines should be
corrected by Abbott, Abaxis shall provide, in writing, within [ * ] of such
audit, a list of such matters and any proposed corrective action to be taken
by Abbott. Abbott shall respond within [ * ] of receiving Abaxis
notification of the corrective action to be taken and an estimated complete
date.(m)
    
    Compliance Audit. Upon reasonable prior notice and at
mutually agreeable times, Abbott may, at Abbotts expense, retain an
independent third party auditor to audit Abaxis books and records pertaining
to its business in the Field, to the extent such books and records are relevant
to Abaxis compliance with its obligations under this Section 3.1, solely to
verify Abaxis compliance with its obligations under this Section 3.1, provided
that such independent third party auditor shall execute a customary
confidentiality agreement with the audited party with respect to the
information received in connection with such audit that is not broader in scope
or more burdensome than the confidentiality obligations contained in this
Agreement.
 Diversion and Counterfeiting
 (a)
    
    Resellers  Obligations of Abaxis. Abaxis shall not
promote or market any Product for use outside the Field, [ * ]. Abaxis shall
not [ * ]. Abaxis shall [ * ]. Recognizing the end use of the Products in
healthcare, Abaxis shall not [ * ]. Abaxis shall [ * ]. Upon Abbotts
request, if and to the extent Abaxis or its dealers Sell Products to customers
outside the Field, Abaxis shall [ * ]. The Cartridge units Sold outside the Field shall not be
included in Cartridge Purchases for the purpose of meeting the Minimum
Purchase Requirement or the Minimum Sales Requirement contained in Section
2.4. Without Abbotts specific written consent, Abaxis may not [ * ].
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  13




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(b)
    
    Resellers  Obligations of Abbott. This Section
3.2(b) is subject to the limitations set forth in Section 2.1(d). Neither
Abbott nor its Affiliates shall promote or market any Product for use in the
Field, [ * ]. Neither Abbott nor its Affiliates shall [ * ]. Abbott shall [ *
]. Abbott and its Affiliates shall not [ * ]. Abbott shall [ * ]. Without
Abaxis specific written consent, neither Abbott nor its Affiliates may [ * ].(c)
    
    Counterfeit Products. Abaxis shall purchase Products
for distribution and Sale in the Field in the Territory exclusively from
Abbott. If Abaxis is offered the opportunity to purchase or otherwise becomes
aware of any counterfeit products similar in appearance and/or function to the
Products manufactured by an entity other than Abbott (Counterfeit Products),
Abaxis shall promptly notify Abbott thereof. Abaxis covenants and agrees not
to purchase any Counterfeit Products, and the failure of Abaxis to comply with
the foregoing covenant and agreement shall constitute grounds for immediate
termination of this Agreement by written notice to such effect sent by Abbott.
Such termination of this Agreement shall be effective as of the date of receipt
of any such notice by Abaxis. In addition, Abaxis acknowledges that its
purchase of Counterfeit Products will cause Abbott irreparable harm and that
Abbott shall have the right to equitable and injunctive relief, in addition to
money damages, in the case of such action by Abaxis.(d)
    
    Corrupt Practices. Abaxis shall not use any
compensation hereunder as payment to any government official or employee of any
country in the Territory for the purpose of influencing such persons decisions
or actions regarding the Products.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. 
  14




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##### 



(e)
    
    Abbott Compliance Audit. Upon reasonable prior notice
and at mutually agreeable times, Abbott may, at Abbotts expense, retain an
independent third party auditor to audit Abaxis books and records relating to
Abaxis Sales of Product solely to verify Abaxis compliance with its
obligations under this Section 3.2, provided that such independent third party
auditor shall execute a customary confidentiality agreement with the audited
party with respect to the information received in connection with such audit
that is not broader in scope or more burdensome than the confidentiality
obligations contained in this Agreement.(f)
    
    Abaxis Compliance Audit. Upon reasonable prior notice
and at mutually agreeable times, Abaxis may, at Abaxis expense, retain an
independent third party auditor to audit Abbotts books and records relating to
Abbotts Sales of Products solely to verify Abbotts compliance with its
obligations under this Section 3.2, provided that such independent third party
auditor shall execute a customary confidentiality agreement with the audited
party with respect to the information received in connection with such audit
that is not broader in scope or more burdensome than the confidentiality
obligations contained in this Agreement.
 Purchase Prices
 (a)
    
    Price Adjustments. The Purchase Price for each Product
shall [ * ], upon [ * ] prior written notice, Abbott may adjust the Purchase
Prices for the Products, provided such increase may not exceed [ * ]. PPI
shall mean the most current final Producer Price Index for Manufacturing,
Analytical and Scientific Instruments Except Optical, (industry code 334516-0),
not seasonally adjusted, as published by the United States Department of Labor,
Bureau of Labor Statistics; provided, that if the United States Department of
Labor, Bureau of Labor Statistics, or a successor agency, ceases to publish the
foregoing PPI, the index that will most nearly accomplish the purpose thereof and the use thereof by the parties hereto
with respect to price increases under this Agreement shall be used in lieu
of the foregoing PPI. Notwithstanding the foregoing, Abbott may adjust the
Purchase Price for a Product at any time during the Term of this Agreement
in the event that [ * ], in the event of such an increase, [ * ].
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  15




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(b)
    
    [ * ]. Abaxis shall have the right to purchase up to [ * ]
Cartridges from Abbott per Calendar Year at a [ * ] to be used for [ * ]. Such
purchases of Product for [ * ] purposes in accordance with this subsection will
not count towards the Minimum Purchase Requirement and will not incur premium
charges.(c)
    
    Rebate. Abaxis will receive a [ * ] rebate on Purchase
Prices for purchases that exceed the Minimum Purchase Requirement in any
Contract Year, [ * ]. This rebate will be paid to Abaxis within [ * ] of the
end of any calendar quarter during the Calendar Year in which the Minimum
Purchase Requirement is exceeded.(d)
    
    Resale Prices. Abbott price increases to Abaxis are in
no way contingent upon Abaxis agreeing to increase prices to its customers nor
its effectiveness in increasing prices to its customers. Abaxis shall set its
own prices for resale of the Products to customers provided that Abbott may, at
its option, suggest resale prices to Abaxis.(e)
    
    Taxes; Import Fees. All Purchase Prices for the
Products do not include insurance, freight, customs, duties, taxes, any
foreign, federal, state or local taxes that may be applicable to Products
including, without limitation, sales, excise, value-added, withholding, and
other taxes. Customs duties and charges, if any, shall be borne by Abaxis. Any
and all export and import licenses or approvals shall be obtained by Abaxis at
its expense. When Abbott has the legal obligation to collect such taxes, the
appropriate amount shall be added to Abaxis invoice and paid by Abaxis unless
Abaxis provides Abbott with a valid tax exemption certificate authorized by the
appropriate taxing authority.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. 
  16




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##### 



Other Terms and Conditions of Sale
 (a)
    
    Payment Terms. Payment terms for all shipments of
Products to Abaxis shall be net [ * ] from the date of receipt of Abbotts
invoice to Abaxis for each shipment of Products. All payments shall be made
without set-off or counterclaim and free and clear of and without deduction for
any other charges of any kind, other than amounts that are the subject of a
reasonable good faith dispute. The invoiced amount shall be paid by Abaxis to
Abbott by: (a) wire transfer to the bank specified by Abbott, or (b) certified
bankers check. Abbott reserves the right to change the payment or credit terms
at any time upon [ * ] prior notice to Abaxis. Any invoiced amount not
received within [ * ] of the date the payment was due shall be subject to a
service charge of the lesser of [ * ] per month or the maximum rate permitted
by law.(b)
    
    Order Entry. Abaxis shall order Products on purchase
orders consistent with the process set forth in Section 3.5 and, for co-branded
Products only, subject to the minimum order requirements set forth on Exhibit
3.4(b). All purchase order forms shall specify the quantities of each Product
ordered, requested delivery dates, the identity of Products ordered, Product
price, and delivery and shipping instructions including carrier selected. All
orders will be governed by the terms of this Agreement. Any other terms and
conditions stated on such purchase orders shall not be applicable to purchases
hereunder.(c)
    
    Delivery. All shipments of Products to Abaxis shall be
shipped F.O.B. Abbotts facilities. Abbott shall select the carriers for all
shipments of Products hereunder following consultation with Abaxis, provided
that [ * ] Abaxis shall be responsible for shipping charges for the Products,
which shall be added to Abbotts invoices to Abaxis. Title and risk of loss
shall pass to Abaxis upon delivery of the Products to the carrier for shipment.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  17




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##### 



(d)
    
    Acceptance of Product. Abaxis shall inspect all
Products upon delivery in a commercially reasonable manner. Failure by Abaxis
to give notice of defective or damaged Product within the time periods
specified in Section 3.4(e) shall be deemed a waiver of Abbotts obligations as
stated herein, with respect to such defect or damage only. Notwithstanding the
foregoing, this Section 3.4(d) is not intended to limit Abaxis rights under
Section 7.3 with respect to defective or damaged Product.(e)
    
    Defective and Improper Delivery; Product Returns. If
Abaxis or a Dealer or End User claims that: (a) incorrect Product was shipped;
or (b) there was a shortage in the shipment, and notice in writing of such
incorrect shipment or shortage is provided to Abbott within [ * ] of receipt of
the shipment then, upon receipt of such notice, Abbotts sole obligation shall
be to either replace any incorrectly shipped Product, make up any shortfall, or
refund any Purchase Price paid by Abaxis, at Abbotts option. If any Product
is claimed by Abaxis, a Dealer or End User to be defective and Abbott is
notified in writing of such defect within [ * ] of receipt of the Product by
the End User or, in the case of a latent defect, Abbott is notified in writing
within [ * ] of discovery of such latent defect within the warranty period
stated in Section 3.4(f), then Abbotts sole obligation shall be to either
repair or replace any Product found by Abbott to be defective or determined to
be defective by a Third Party laboratory as provided below. If Abaxis claims a
credit pursuant to this Section 3.4(e), such claim shall be accompanied by the
original invoice issued by Abaxis to the End User or Dealer returning the
Product. Upon request by Abbott, Abaxis shall deliver to Abbott, at Abaxis
cost, any returned Product with regard to which the credit is claimed. Abbott
shall determine [ * ]. Any disagreements between the parties as to which a
returned Product is defective shall, at the request of either party, be
resolved by a mutually acceptable independent third party laboratory after
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  18




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analysis of the relevant Products. Such third party laboratory shall determine
whether such Products are defective, and the parties agree that such laboratorys
determination on this issue shall be final, binding, and determinative. The
party against whom the third party laboratory rules shall bear all costs of
such third party testing. All sales of the Products are final and there
will be no Product returns accepted except as set forth in this Section
3.4(e) without Abbotts prior written consent.(f)
    
    Warranty. Abbott warrants that (i) each Product sold
hereunder will, at the time of shipment, comply with the then-current
specifications for such Product and be free and clear of any and all
encumbrances, liens, or other third party claims; (ii) Products (including
refurbished Analyzers) shall comply with Abbotts standard warranty therefor,
as set forth in Exhibit 3.4(f). ABBOTT MAKES NO OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, AND ABBOTT EXCLUDES AND DISCLAIMS ANY OTHER WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. ABBOTT SHALL HAVE NO LIABILITY FOR INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THE SALE OR USE OF THE
PRODUCTS, INCLUDING LOST PROFITS.
 Rolling Forecasts
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  19




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##### 



Inventory
 Export Regulations
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  20




---



##### 



Annual Reporting; Books and Records
 Product Recalls and Complaints
 Billing and Collections
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  21




---



##### 



Abbott Trademarks
 Non-Competition Obligations
 (a)
    
    Excluded Competitive Products. Competitive Products
shall exclude the products referenced in Exhibit 3.12(a) attached hereto and
incorporated herein by reference (Excluded Competitive Products). Abaxis and
its Affiliates shall have the right to promote and sell Excluded Competitive
Products. Exhibit 3.12(a) may be amended only by mutual written agreement of
the Parties.(b)
    
    Exception for Recall or Withdrawal. If any Product is
the subject of a recall, withdrawal or interruption of Product supply for a
period in excess of [ * ], or a Product is not available for resale due to
Abbotts inability to supply such Products, Abaxis may, at its option, purchase
and resell reasonably comparable replacement products for the duration of such
recall or withdrawal or Product unavailability, provided that (i) [ * ]; (ii) [
* ]; (iii) Abaxis shall return to selling recalled, withdrawn or unavailable
Products or Abbott Alternative Products and discontinue selling competitors
products within [ * ] of the availability of such Products or Alternative
Abbott Products;
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  22




---



##### 



(iv) Abbott shall notify Abaxis in writing at least [ * ] prior to the availability of such Products or Abbott Alternative
Products to enable Abaxis to commence reduction of competitive product
stock. In the event that Abaxis does not cease selling replacement products
and resume selling Products or Abbott Alternative Products as set forth
above within [ * ] of such Products becoming available, Abbott shall have
the right, without prejudice to any other rights or remedies available to
it, to terminate this Agreement upon [ * ] prior written notice to Abaxis.(d)
    
    EU Commission Directive. In accordance with the EU
Commission Directive on Vertical Agreements, the covenant not to sell
Competitive Products set forth in this Section 3.12 for countries in the
European Union (EU) shall be for no longer than [ * ] after the
Effective Date. Abaxis agrees that if Abaxis has maintained exclusivity as set
forth in Sections 2.4 and 2.5 during the Term, that Abaxis shall arrange to
meet with Abbott to negotiate in good faith the terms, if any, under which the
covenant not to sell competitive products in the EU may be extended.(e)
    
    Compliance Audit. Upon reasonable prior written notice
to Abaxis and at mutually agreeable times, Abbott may, at Abbotts expense,
retain an independent third party auditor to audit Abaxis sales records,
branch inventory and any other records necessary to verify Abaxis compliance
with its obligations under this Section 3.12, provided that such independent
third party auditor shall execute a customary confidentiality agreement with
the audited party with respect to the information received in connection with
such audit that is not broader in scope or more burdensome than the
confidentiality obligations contained in this Agreement. In the event that any
such audit reveals that Abaxis is non-compliant with the provisions of this
Section 3.12 or that Abaxis has given to Abbott false sales data or other
information concerning the purchase or sale of Products, Abbott shall notify
Abaxis of the results of such audit and Abaxis shall have [ * ] to cure any
identified deficiencies. In the event that Abaxis does not cure any identified
deficiencies within such [ * ] period, Abbott may in its sole discretion terminate this Agreement on [ * ]
notice to Abaxis.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  23




---



##### 



Regulatory Approvals
  [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  24




---



##### 



Legal Environment
 Contacts with Authorities
 Debarment and Exclusion
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  25




---



##### 



Customer Communication
 Promotional Materials
 Training For Abaxis and End Users
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  26




---



##### 



Markings
 Use of Trademarks and Tradenames
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  27




---



##### 



License to Use Computer Software
 
 Confidential Information
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  28




---



##### 



Term of Confidentiality
 Disclosure Due to Judicial or Administrative Processes
 Disclosure Mandated by Law
 Publicity
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  29




---



##### 



Terms of the Agreement
 Return of Confidential Information
 
  Corporate Existence and Power
 Authorization and Enforcement of Obligations
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  30




---



##### 



Consents
 No Conflict
 Compliance With Laws
 
 Abaxis Indemnification
 Insurance
 Abbott Indemnification
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  31




---



##### 



Conditions of Indemnifications
 
 Expiration
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  32




---



##### 



Early Termination
 (a)
    
    Bankruptcy. A Party may terminate this Agreement if
the other Party becomes insolvent, is adjudged bankrupt, applies for judicial
or extra-judicial settlement with its creditors, makes an assignment for the
benefit of its creditors, voluntarily files for bankruptcy or has a receiver or
trustee (or the like) in bankruptcy appointed by reason of its insolvency, or
in the event an involuntary bankruptcy action is filed against the other Party
and not dismissed within [ * ], or if the other Party becomes the subject of
liquidation or dissolution proceedings or otherwise discontinues business.(b)
    
    Default. A Party may terminate this Agreement if the
other Party commits a material breach of this Agreement and the Party alleged
to be in breach fails to (i) cure such breach or (ii) commence dispute
resolution proceedings under Section 9.11 contesting whether a breach has
occurred and/or whether such breach is a material breach within [ * ] after
receipt of written notice from the Party asserting the breach. For purposes of
this Section, a material breach by Abaxis shall include, but is not limited to,
any material breach by Abaxis of its non-competition obligations pursuant to
Section 3.12.(c)
    
    Change of Control. In the event that a Third Party,
directly or indirectly, acquires at least fifty percent (50%) of the
controlling interest in or assets of Abaxis, whether in a single transaction or
otherwise, including any sale of assets, sale of shares, mixed sale of assets
and shares, merger, consolidation or other form of business combination
transaction (Change of Control), Abaxis shall give written notice of such
Change of Control to Abbott within [ * ] of the effective date of such Change
of Control. Within [ * ] of a Change of Control, [ * ] shall have the right to
terminate this Agreement upon written notice to [ * ]. Within [ * ] of a
Change of Control, [ * ].
 Effect of Termination
 (a)
    
    The Parties shall immediately cease the use of any Confidential Information of the other Party and, in the case of Abaxis, of the Abbott
Trademarks, except as permitted in Section 8.3(b) below.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  33




---



##### 



(b)
    
    Unless this Agreement is terminated by Abbott for Abaxis
breach or bankruptcy, and subject to Abbotts rights as provided in this
Section 8.3, (i) [ * ], and (ii) [ * ].(c)
    
    Abbott shall have the right (but not the obligation), upon
prior written notice to Abaxis given within [ * ] after termination to purchase
from Abaxis all or any portion of the Products in its inventory, for the same
Purchase Prices paid for such products by Abaxis, at the time of such
termination for credit against outstanding invoices, or for cash refund to the
extent there are no invoices then outstanding.(d)
    
    Abaxis shall return to Abbott all promotional and sales
training materials provided to Abaxis by Abbott under this Agreement.(e)
    
    To the extent permitted by law, Abaxis shall [ * ].(f)
    
    Abaxis shall not, in the final [ * ] of any notification of
termination (or such actual time after notice and before actual termination, if
shorter), undertake any actions intended or designed to cause End Users to
purchase higher than normal levels of inventory of Products.
 Continuing Obligations
 Post-Termination Obligations
 Survival
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  34




---



##### 



Force Majeure
 Assignment
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  35




---



##### 



Binding Effect
 Waiver
 Severability
 Relationship of the Parties
 Entire Agreement; Modifications
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  36




---



##### 



Compliance with Law
 Counterparts
 Governing Law
 Alternative Dispute Resolution
 Notices
 If to Abaxis:
    
    Abaxis, Inc.Vice President, Veterinary Marketing and Sales3240 Whipple RoadUnion City, CA 94587Fax: 510-441-6150with copy to:
    
    Cooley Godward Kronish LLP101 California Street5th FloorSan Francisco, CA 94111-5800Attn: Nan Wu, Esq.Fax: 415-693-2222
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  37




---



##### 



If to Abbott:
    
    Divisional Vice President, Business DevelopmentAbbott Point of Care400 College Road EastPrinceton, NJ 08540Tel: 609-454-9437Fax: 609-419-9376with copy to:
    
    Divisional Vice President, Commercial Legal OperationsAbbott LaboratoriesAP6A-2100 Abbott Park RoadAbbott Park, IL 60064-6049Fax: (847) 938-1206
 Expenses
 Interpretation
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  38




---



##### 



ABBOTT POINT OF CARE INC.
    
    ABAXIS, INC.By:
    /s/ Greg Arnsdorff
    
    By:
    /s/ Martin MuloryName:
    Greg Arnsdorff
    
    
    Name:
    Martin MuloryTitle:
    President
    
    
    Title:
    Vice President Sales & Marketing
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  39




---



##### 



List of Exhibits
 TrademarksAbaxis
    
    1.1Abbott
    
    1.2Products
    
    1.14Purchase Prices
    
    1.17Annual Product Purchase Calculation
    
    2.6Parts and Components
    
    3.3(a)Minimum Order Quantities
    
    3.4(b)i-STAT®1 Warranty
    
    3.4(f)Abaxis Distribution Centers
    
    3.6Product Complaint Inquiry Form
    
    3.9Excluded Competitive Products
    
    3.12(a)Alternative Dispute Resolution
    
    9.11
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 1.1
 Abaxis Trademarks
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 1.2
 Abbott Trademarks
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 1.14
 Products
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 1.17

Purchase Price
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit 1.17

Purchase Price
(Continued)
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit 2.6
 Annual Product Purchase Calculation
 Contract Year:Abbott Calculation:
    
    
    
    
    
    date provided to Abaxis:Approved by Abaxis:
    
    _____ 

Yes /
 _____ 

No*
    
    
    
    date approved by Abaxis:* if No:Abaxis Estimate:
    
    
    
    
    
    date provided to Abbott:Approved by Abbott:
    
    _____ 

Yes /
 _____ 

No **
    
    
    
    date approved by Abbott:** if No:Agreed Calculation:
    
    
    
    
    
    date agreed:
 Official Determination of Product Purchases
 For Contract Year  is   .
 Abbott
    
    
    
    
    AbaxisBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:Date:
    
    
    
    Date:
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit 3.3(a)
 Parts and Components
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit 3.4(b)
 Minimum Product Order Quantities
  [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 3.4(f)
 Abbott i-STAT®1
 Warranty
 
 1-1
Introduction
 1
 1-2
 o
 o
 *
    
    Formally distributed by Hewlett-Packard
and Agilent Technologies. This Manual
Overview of
the i-STAT System
  Intended Use in
vitro
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Components
 o
 o
 o
 o
 o
 1-3
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 o
 Summary of the
Procedure
  Data Management
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Selection of Components
  o
 o
 o
 o
 Interfacing
 1-4
 Symbols
 Note Regarding
System Reliability
 Where unavailability of results while awaiting
replacement of analyzers or cartridges is unacceptable, Abbott Point of Care Inc.
recommends maintaining both a backup i-STAT System analyzer and cartridges
from an alternate lot number.
 Symbol Definition
            1-5
 Symbol Definition
 MN
   [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



control
   
     1-6
 Symbol Definition
     Symbol The following symbols are used on the i-STAT 1 keypad.
 SCAN
 ABC
  MENU
   Symbol The following symbols are used on the i-STAT Portable Clinical Analyzer Keypad
 DIS
 ENT
 PRT
 CLR
 Symbol The following symbols are used on i-STAT Value Assignment Sheets
 R
 1-7
 Symbol TEST
 Na
 K
 Cl
 Glu
 Lac
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Crea
 pH
 P CO2
 P O2
 iCa
 BUN/UREA
 Hct
 ACTc
 Celite ACT
 ®
 ACTk
 Kaolin ACT
  PT/INR
 Hb
 TCO2
 HCO3
 BE (b&ecf)
 AnGap
 sO2
 cTnI
 CK-MB
 BNP
 1-8
  Note
 Warranty
Limitations of Warranty
    [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Selling or Leasing
the i-STAT System
  End of Warranty.
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 3.6
 Abaxis Distribution Centers
 
  [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 3.9
 Product Complaint Inquiry Form
 ®
   PART A  CUSTOMER CONTACT REPORT
 1. General Information
 Date of
    
    Date entered into
    
    Date closed inCustomer
    
    business partner
    
    business partnerIncident #
    
    Contact
    
    complaint system
    
    complaint systemBusiness PartnerAbbott Point of Care
 Business
Partner Information
    

Customer
InformationName:
    
    Name:Street:
    
    Street:City:
    
    City:Post Code:
    
    Post Code:Country:
    
    Country:Contact Name:
    
    Contact Name:Phone:
    
    Phone:
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 3.9
(Continued)
 Customer Assistance
   Technical Support
    
    techsvc@i-stat.com
    
    800.366.8020, Option 1 Customer Service
    
    custsvc@i-stat.com
    
    800.366.8020, Option 2
 Technical Support
  
 
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 3.12(a)
 Excluded Competitive Products
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



EXHIBIT 16.11
 ALTERNATE DISPUTE RESOLUTION (ADR)
 [ * ]
 [ * ]
    
    = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.