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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
EXHIBIT 10.6
AMENDMENT NO.5 TO 
AGREEMENT
THIS AMENDMENT NO.5 TO AGREEMENT (this “Amendment”) is made effective as of December 9, 2013, between IDEXX Operations, Inc., a Delaware corporation whose principal place of business is at 6100 east Shelby Drive, Memphis Tennessee 38141, U.S.A. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc., a New York corporation with offices at 100 Indigo Creek Drive, Rochester, New York, U.S.A. (“OCD”).
WHEREAS, OCD and IDEXX have entered into that certain Agreement dated as of October 16, 2003, as amended by Amendment No. 1 thereto effective January 1, 2005, Amendment No. 2 thereto effective October 15, 2006, Amendment No. 3 thereto effective January 18, 2008 and Amendment No. 4 thereto effective December 28, 2011 (as so amended, the “Agreement”), regarding supply by OCD of dry slides for IDEXX veterinary chemistry analyzers; and  
WHEREAS, OCD and IDEXX now desire to amend the Agreement to reflect the foregoing;
NOW THEREFORE, the parties hereby agree as follows:


1.Schedule 3 to the Agreement is deleted in its entirety and replaced with the attached Schedule 3.  All future adjustments to Schedule 3 will require the mutual agreement of both parties.
2.Schedule 5 to the Agreement (as amended in Amendment No. 4 to the Agreement) is supplemented with the attached Schedule 5-A, and references in the Agreement to Schedule 5 shall be deemed to include Schedule 5-A.  For the avoidance of doubt, subject to the terms and conditions of the Agreement, OCD undertakes to manufacture for IDEXX and supply to IDEXX, the consumables listed on the attached  Schedule 5-A.   All future adjustments to Schedule 5-A will require the mutual agreement of both parties.
3.Schedule 6 to the Agreement is deleted in its entirety and replaced with the attached Schedule 6.  All future adjustments to Schedule 6 will require the mutual agreement of both parties.
4.The specifications attached as Exhibit A to this Amendment are the mutually agreed specifications for the relevant products listed therein.  Exhibit A will be comprised of the “Purchase Material Specifications” documents for each test and panel listed in Schedule 5-A and may be changed or added to periodically by the mutual agreement of both parties and these routine changes will not require an amendment to the contract.  The change process will be managed by a change control document and the inclusion of signatures by both IDEXX and OCD on each current individual “Purchase Material Specification”.  Proposed changes should be submitted in writing by either IDEXX or OCD and confirmed in writing by the other party, such 
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changes will be finalized by signature on the “Purchase Material Specification”.  Communications to IDEXX should be provided to the General Manager, IDEXX Vetlab and communication to OCD should be provided to the National Account Director, IDEXX.    The parties acknowledge and agree that the items listed in the “Quality Requirements” section of such specifications shall be provided by OCD to IDEXX at no charge to IDEXX.  The items provided at no charge will be capped at the quantities called for in Exhibit A as attached to this amendment, all additional quantities or items required for new products may be charged for by OCD.
5.Except as modified by this Amendment, the Agreement remains in effect.  This Amendment is to be construed as part of the Agreement.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall from and after the date set forth above, refer to the Agreement as amended hereby.
6.This Amendment may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF and intending to be legally bound, the parties hereto have caused this Amendment to be duly executed in duplicate by their respective authorized representatives as of the day and year first written above:
ORTHO-CLINICAL DIAGNOSTICS, INC.        IDEXX OPERATIONS, INC.
By: _/s/ Thomas O’Neil________________        By: __/s/ Johnny Powers______________
Name: __ Thomas O’Neil ______________        Name: __ Johnny Powers _______________
Title: __VP Americas & EMEA_________        Title: ____Executive Vice President_______
Date: ____12/11/13__________________        Date: ___12/9/13__________________


Acknowledged and consented to, solely as guarantor pursuant to Section 30 of the Agreement:
    
IDEXX LABORATORIES, INC.
By: ___/s/ Jonathan Ayers______________
Name: __ Jonathan Ayers _____________
Title: ___Chairman, President and CEO___
Date: ____12/9/13_____________________


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Schedule 3
Panels/Profiles/CLIPs


VetTest “Pre-Anesthetic Panel” (IDEXX part #98-21718-US, OCD cat #8015109), consists of four sets of the following six VETTEST slides:


BUN        Urea Nitrogen
ALT (SGPT)    Alanine aminotransferase
GLU        Glucose
TP        Total protein
CREA        Creatinine
ALKP        Alkaline phosphatase


VetTest “General Health Profile”, (IDEXX part #98-20590-00, OCD cat #1607175), the “Large Animal Profile”(OCD cat # 6800071)  and the “Equine Health Profile” (IDEXX part #98-24021-US, OCD cat #6801956), each consist of two sets of 12 VETTEST slides as follows:


General Health Profile                Large Animal Profile 
															
	ALB	Albumin		ALB	Albumin
	ALKP	Alkaline phosphatase		ALKP	Alkaline phosphatase
	ALT (SGPT)	Alanine aminotransferase		AST (SGOT)	Aspartate aminotransferase
	AMYL	Amylase		Ca2+
	Calcium
	Ca2+
	Calcium		CK	CK
	CHOL	Cholesterol		GGT	Gamma GT
	CREA	Creatinine		GLU	Glucose
	GLU	Glucose		PHOS	Inorganic phosphate
	PHOS	Inorganic phosphate		LDH	LDH
	TBIL	Total bilirubin		MG	Magnesium
	TP	Total protein		TP	Total Protein
	BUN	Urea Nitrogen		BUN	Urea Nitrogen




Equine Health Profile


						
	ALB	Albumin
	ALKP	Alkaline phosphatase
	AST (SGOT)	Aspartate aminotransferase
	Ca2+
	Calcium
	CK	CK
	GGT	Gamma GT
	GLU	Glucose
	LDH	LDH
	TP	Total protein
	BUN	Urea Nitrogen
	CREA	Creatinine
	TBIL	Total Bilirubin




“PROFILES” shall also include the “Urine P:C Ratio” (OCD cat #6802061), consisting of six pairs of Urine Protein and Creatinine VetTest slides. 


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“PANELS” shall also include the “QC Panel” (IDEXX part #98-13952-00, OCD cat #6802213), consisting of four sets of the following six VetTest slides:


ALB        Albumin
ALKP        Alkaline phosphatase
ALT (SGPT)    Alanine aminotransferase
Ca2+        Calcium
GLU        Glucose
NH3        Ammonia




“PANELS” shall also include the “Diagnostic Health Profile” (IDEXX part #98-13835-00, OCD cat #6802590), consisting of two sets of the following twelve VetTest slides:


ALB        Albumin
ALKP        Alkaline phosphatase
ALT (SGPT)    Alanine aminotransferase
						
	AMYL               Amylase	
	Ca2+                  Calcium	
	CREA                Creatinine	
	GGT                  Gamma GT
GLU        Glucose
LIPA                  Lipase
TBIL                  Total Bilirubin
TP                      Total protein
BUN/UREA      Urea nitrogen
	




“PANELS” shall also include the “NSAID Monitoring Panel” (IDEXX part #98-13834-00, OCD cat #6802589), consisting of four sets of the following five VetTest slides:


ALKP        Alkaline phosphatase
ALT (SGPT)    Alanine aminotransferase
AST (SGOT)     Aspartate aminotransferase
CREA                Creatinine
BUN/UREA      Urea nitrogen


“PANELS” shall also include the “Avian Health Profile” (IDEXX part #98-12880-US, OCD cat #6802781), consisting of four sets of the following 6 VetTest slides:


ALB        Albumin
AST (SGOT)     Aspartate aminotransferase
Ca2+        Calcium
GLU        Glucose
TP                      Total protein
URIC                  Uric acid


“PANELS” shall also include the “Catalyst Chem. 17 Clip” (IDEXX part #98-11003-02, OCD cat #6802678), consisting of the following fourteen (14) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications.  
LIPA                  Lipase
Ca2+        Calcium
PHOS                Phosphorus
ALB        Albumin
BUN/UREA      Urea nitrogen
TBIL                  Total Bilirubin
GLU        Glucose
CREA                Creatinine
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AMYL               Amylase
CHOL                Cholesterol
ALT (SGPT)    Alanine aminotransferase
ALKP        Alkaline phosphatase
TP                      Total protein
GGT                  Gamma GT


“PANELS” shall also include the “Catalyst Chem. 15 Clip” (IDEXX part #98-11004-01, OCD cat #6802673), consisting of the following twelve (12) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications. 
Ca2+        Calcium
PHOS                Phosphorus
ALB        Albumin
BUN/UREA      Urea nitrogen
TBIL                  Total Bilirubin
GLU        Glucose
CREA                Creatinine
CHOL                Cholesterol
ALT (SGPT)    Alanine aminotransferase
ALKP        Alkaline phosphatase
TP                      Total protein
GGT                  Gamma GT


“PANELS” shall also include the “Catalyst Chem. 10 Clip” (IDEXX part #98-11005-01, OCD cat #6802675), consisting of the following seven (7) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications. 
BUN/UREA      Urea nitrogen
ALB        Albumin 
GLU        Glucose
CREA                Creatinine
ALT (SGPT)    Alanine aminotransferase
ALKP        Alkaline phosphatase
TP                      Total protein


“PANELS” shall also include the “Catalyst NSAID 6 Clip” (IDEXX part #98-11007-01, OCD cat #6802676), consisting of the following five (5) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications.  :


ALKP        Alkaline phosphatase
ALT (SGPT)    Alanine aminotransferase
BUN/UREA      Urea nitrogen
CREA                Creatinine
AST (SGOT)     Aspartate aminotransferase


“PANELS” shall also include the “Catalyst Equine 15 Clip” (IDEXX part #98-11006-01, OCD cat #6802674), consisting of the following twelve (12) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications.  
Ca2+        Calcium
LDH                  Lactate dehydrogenase
GGT                  Gamma GT
ALB        Albumin 
BUN/UREA      Urea nitrogen
TBIL                  Total Bilirubin
GLU        Glucose
AST (SGOT)     Aspartate aminotransferase
CK                     Creatine Kinase
CREA                Creatinine
ALKP        Alkaline phosphatase
TP                      Total protein
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“PANELS” shall also include the “Catalyst QC  Clip” (IDEXX part #98-13700-00, OCD cat #6802804), consisting of the following six (6) Catalyst slides assembled per the specifications detailed in the Purchase Material Specifications. 


 Ca2+        Calcium
ALB        Albumin
NH3        Ammonia
ALT (SGPT)    Alanine aminotransferase 
ALKP        Alkaline phosphatase
GLU        Glucose




Packaging for the PANELS/PROFILES listed above have been previously agreed upon by the parties, and any changes to the slide composition or packaging of the foregoing shall be negotiated in good faith and mutually agreed upon by OCD and IDEXX.  The slide composition and packaging of any additional PANELS/PROFILES shall be mutually agreed upon by OCD and IDEXX.  All purchases by IDEXX or IDEXX BV of IDEXX slides packaged as PANELS/PROFILES shall be included in quantities for price calculations for such slides under this Agreement and the Europe Agreement.




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Schedule 5-A 
Products
																														
	VETTEST SLIDES					
	Single Slides
(Box of 25)
	Catalog Number		Single Slides
(Box of 12)
	Catalog Number	
	Albumin	8227134		Albumin	6801907	
	Alk Phos	8315459		Alk Phos	6801919	
	ALT (SGPT)	8083750		ALT (SGPT)	6801916	
	Ammonia	1816842		Ammonia	6801908	
	Amylase	8208191		Amylase	6801913	
	AST (SGOT)	8113979		AST (SGOT)	6801914	
	Calcium	8048191		Calcium	6801902	
	Cholesterol	8354888		Cholesterol	6801906	
	CK	8358582		CK	6801918	
	Creatinine	8183477		Creatinine	6801911	
	ECO2	8538670		ECO2	6802306	
	Gamma GT	8261315		Gamma GT	6801920	
	Glucose	8130536		Glucose	6801900	
	LDH	8351082		LDH	6801917	
	Lipase	1966191		Lipase	6801915	
	Magnesium	1080266		Magnesium	6801912	
	Phosphorus	8070856		Phosphorus	6801909	
	Total Bilirubin	8380396		Total Bilirubin	6801910	
	Total Protein	1937093		Total Protein	6801904	
	Triglycerides	1922285		Triglycerides	6801905	
	Urea Nitrogen	1507326		Urea Nitrogen	6801901	
	Uric Acid	1000793		Uric Acid
Lactate 
	6801903
6802307
	
						
	Profile Slides
(Bx 24)
	Catalog Number		Profile Slides
(Bx 12)
	Catalog Number	
	General Health Profile	1607175		Urine P:C Ratio (added May 25, 2004)	6802061	
	Pre-Anesthetic Panel	8015109		Phenobarb (added July 1, 2011)	6802644	
	Large Animal Profile	6800071				
	Equine Health Panel (added March 4, 2004)	6801956				
	QC Panel (added as of June 1, 2005)	6802213				
	Diagnostic Health Profile	6802590				
	NSAID Monitoring Profile	6802589				
	Avian Health Panel	6802781				
										
						


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	Other	Catalog Number				
	Vetrol	6802212				
	UPRO Control	6802141				
	Black DTSC	6800865				
	White Ref	6800866				
	White DTSC	6800867				
						
						
	CATALYST SLIDES
(added as of October 1, 2008)
	Catalog
Number
				
	IDEXX Catalyst DX CHEM 15	6802673				
	IDEXX Catalyst DX EQUINE 15	6802674				
	IDEXX Catalyst DX CHEM 10	6802675				
	IDEXX Catalyst DX NSAID	6802676				
	IDEXX Catalyst DX QCP	6802804				
	IDEXX Catalyst DX CHEM 17	6802678				
	IDEXX Catalyst DX UPC	6802679				
	IDEXX Catalyst DX ALKP	6802628				
	IDEXX Catalyst DX ALT	6802629				
	IDEXX Catalyst DX AMYL	6802630				
	IDEXX Catalyst DX AST	6802631				
	IDEXX Catalyst DX BUN	6802632				
	IDEXX Catalyst DX CA	6802633				
	IDEXX Catalyst DX CHOL	6802634				
	IDEXX Catalyst DX CK	6802635				
	IDEXX Catalyst DX CREA	6802636				
	IDEXX Catalyst DX GGT	6802637				
	IDEXX Catalyst DX GLU	6802638				
	IDEXX Catalyst DX LAC	6802639				
	IDEXX Catalyst DX LDH	6802640				
	IDEXX Catalyst DX LIPA	6802641				
	IDEXX Catalyst DX MG	6802642				
	IDEXX Catalyst DX NH3	6802643				
	IDEXX Catalyst DX PHOS	6802645				
	IDEXX Catalyst DX TBIL	6802646				
	IDEXX Catalyst DX TP	6802647				
	IDEXX Catalyst DX TRIG	6802648				
	IDEXX Catalyst DX URIC	6802649				
	IDEXX Catalyst DX ALB	6802627				
	IDEXX Catalyst DX PHBR
(added as of August 1, 2011)
	6802644				
	IDEXX Catalyst DX ECO2(12 slide) (added as of August 1, 2011)	6842954				


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	IDEXX Catalyst DX ECO2 (6 slide)
(added as of August 1, 2011)
	6482955				
						
	Other	Catalog Number				
	Vetrol	6802212				
	Drop Volume Fluid	6802784				
	Catalyst Slide Wash	6802813				
	Drop Volume Slides	6802789				
	Catalyst Pipette Tips	6802779				
	Catalyst Sample Cups	6802780				
	Catalyst PHBR Control	6802773				
	Catalyst White Optical Slide (Box - 6)	6903001				
	250 mL Both PHBR Bulk Wash Bottles Part 1 and 2	6842914				
	250 mL PHBR Bulk Wash Part 1	6842923				
	250 mL PHBR Bulk Wash Part 2	6842924				
	500 mL Both PHBR Bulk Wash Bottles Part 1 and 2	6842913				
	500 mL PHBR Bulk Wash Part 1	6842925				
	500 mL PHBR Bulk Wash Part 2	6842926				
	1.0 L Both PHBR Bulk Wash Bottles Part 1 and 2	6842915				
	1.0 L PHBR Bulk Wash Part 1	6842928				
	1.0 L PHBR Bulk Wash Part 2	6842927				
	2.0 L Both PHBR Bulk Wash Bottles Part 1 and 2	6842912				
	2.0 L PHBR Bulk Wash Part 1	6842922				
	2.0 L PHBR Bulk Wash Part 2	6842929		



		
	CONSUMABLES (PRODUCTS NOT INCLUDED UNDER TIERED SLIDE PRICING)	
	OCD P/N	IDEXX P/N	Description	2013 Price*	
	6802784	44-14602-00	DROP VOLUME FLUID	[**]	
	6802789	44-14739-00	Drop Volume Slides	[**]	
	6842923	23-27337-00	IDEXX PHBR Part 1 Bulk Wash Fluid  250mL	[**]	
	6842924	23-27338-00	IDEXX PHBR Part 2 Bulk Wash Fluid  250mL	[**]	
	6842925	23-27339-00	IDEXX PHBR Part 1 Bulk Wash Fluid  500mL	[**]	
	6842926	23-27340-00	IDEXX PHBR Part 2 Bulk Wash Fluid  500mL	[**]	
	6842928	23-27341-00	IDEXX PHBR Part 1 Bulk Wash Fluid  1L	[**]	
	6842927	23-27342-00	IDEXX PHBR Part 2 Bulk Wash Fluid  1L	[**]	
	6842922	23-27343-00	CATALYST BULK SLIDE WASH PART 1 2.0 L	[**]	
	6842929	23-27344-00	CATALYST BULK SLIDE WASH PART 2 2.0 L	[**]	


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	6802212	98-11379-00	VETTROL CONTROL 4-SET	[**]	
	6802779	98-12125-01	CATALYST DX TM PIPETTE TIP	[**]	
	6802780	98-12128-00	CATALYST DX SAMPLE CUP	[**]	
	6802773	98-12304-00	CATALYST PHBR CTRL (6)	[**]	
	6802141	98-12937-00	IDEXX UPRO CONTROL	[**]	
	6903001	98-14931-00	CATALYST DX WHITE OPTICAL SLIDE, 6-PACK	[**]	
	6800865	98-20520-00	SLIDE, CALIBRATION, BGS (BX25)	[**]	
	6800866	98-20521-00	SLIDE, CALIBRATION, WHT (BX25)	[**]	
	6800867	98-20522-00	SLIDE, CALIBRATION, WRSC (BX25)	[**]	
					


* OCD may, at its option, increase all prices for such consumables ordered for delivery on or after January 1, 2014 by an amount not to exceed [**]% each year.  




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Schedule 6 – Minimum Prices for New Chemistries


Urine Protein (added May 25, 2004 as part of the Urine P:C Ratio):
•Prices for 2005 and thereafter shall be determined based on volume tiers pursuant to Section 7.02(b), subject to a minimum price for this New Chemistry of $[**] per slide


Lactate (added as of July 1, 2005):
•Prices for 2005 and thereafter shall be determined based on volume tiers pursuant to Section 7.02(b), subject to a minimum price for this New Chemistry of $[**] per slide


ECO2 (added as of August 1, 2011):
•Prices for 2005 and thereafter shall be determined based on volume tiers pursuant to Section 7.02(b), subject to a minimum price for this New Chemistry of $[**] per slide


Phenobarb (added as of August 1, 2011):
•Prices for 2005 and thereafter shall be determined based on volume tiers pursuant to Section 7.02(b), subject to a minimum price for this New Chemistry of $[**] per slide


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Exhibit A – Specifications
[see attached]


Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 117 pages were omitted. [**]






[*] and [**] text omitted throughout this exhibit for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


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