Document

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 10.2
AMENDMENT NO. 1 TO
AGREEMENT
THIS AMENDMENT NO. 1 TO AGREEMENT (this “Amendment”) is made effective as of the 1st day of January, 2005, 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 entered into a certain Agreement dated as of October 16, 2003 (the “Agreement”) regarding supply by OCD of dry slides for IDEXX veterinary chemistry analyzers; and
WHEREAS, OCD and IDEXX desire to amend the Agreement as set forth in this Amendment.
NOW THEREFORE, the parties hereby agree as follows:
1.     Capitalized terms used in this Amendment, which are not otherwise defined, have the respective meanings ascribed to them in the Agreement.
2.     Section 3.08(b) is amended by deleting the same in its entirety and substituting therefor the following provision:
						
	 	Automation Costs shall exclude the cost of any injection molding tooling associated with the New Slide/Panel Design, for which IDEXX shall be solely responsible. The parties shall mutually agree on the selection of a third party vendor for such tooling. IDEXX shall own such tooling. After installation, IDEXX shall be solely responsible for the costs of maintaining, repairing and replacing any such tooling, and costs of spare tooling, in each case to the extent OCD deems necessary to maintain OCD’s piece part cost of the injection molded components at or below the levels realized with tooling that has suffered no degradation.

3.     Section 18.01 is amended by deleting the same in its entirety and substituting therefor the following provision:
						
	 	Subject to the terms and conditions set forth herein, the term (the “Term”) of the Agreement shall be the period from the Commencement Date until December 31, 2020.



4.     Schedule 3, Schedule 5, Schedule 6 and Schedule 8 to the Agreement are amended by deleting the same in their entirety and substituting therefor the respective Schedule 3, Schedule 5, Schedule 6 and Schedule 8 attached to this Amendment.
5.     The price for Vetrol controls (Catalog No. 8699852) supplied hereunder shall be $[**] and the price for tips (Catalog No. 6801762) supplied hereunder shall be $[**].
6.     The per slide prices for single VETTEST slides that are packaged 12 per box shall be the same as the per slide prices of the corresponding single VETTEST slides that are packaged 25 per box.
7.     Except as modified by this Amendment, all provisions of the Agreement shall continue in full force and effect.
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/Tony Zezzo	 	By: /s/Laurel LaBauve
	
		

	Name: Tony Zezzo	 	Name: Laurel LaBauve
	
		

	Title: VP Americas	 	Title: President, IDEXX Operations
	
		

	 	 	 
	 	 	Acknowledged and consented to,
	 	 	solely as guarantor pursuant to
	 	 	Section 30 of the Agreement
	 	 	 
	 	 	IDEXX LABORATORIES, INC.
	 	 	 
	 	 	By: /s/Conan R. Deady
			

	 	 	Name: Conan R. Deady
			

	 	 	Title: Vice President
			





 












Schedule 3 — Panels/Profiles
(Applicable only to VETTEST Analyzer)
The initial PANEL shall be the “Pre-Anesthetic Panel” consisting of four sets of the following six VETTEST slides:
						
		
	BUN	Urea Nitrogen
	ALT	Alanine aminotransferase
	GLU	Glucose
	TP	Total protein
	CREA	Creatinine
	ALKP	Alkaline phosphatase
		


The initial PROFILES shall be the “General Health Profile” and the “Large Animal Profile”, each consisting 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	AST
	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




Effective as of March 4, 2004, “PROFILES” shall also include the “Equine Health Profile,” consisting of two sets of 12 VETTEST slides as follows:
						
		
	ALB	Albumin
	ALKP	Alkaline phosphatase
	AST	AST
	Ca2+
	Calcium
	CK	CK
	GGT	Gamma GT
	GLU	Glucose
	LDH	LDH
	TP	Total protein
	BUN	Urea Nitrogen
	CREA	Creatinine
	TBIL	Total Bilirubin












 


Effective as of May 25, 2004, “PROFILES” shall also include the “Urine P:C Ratio” (OCD cat #6802061), consisting of six pairs of Urine Protein and Creatinine VETTEST slides.
Effective as of June 1, 2005, “PANELS” shall also include the “[**]” (IDEXX part #98-13952-00, OCD cat #6802213), consisting of four sets of the following [**] VETTEST slides:
						
		
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]
	[**]	[**]


Packaging for the Pre-Anesthetic Panels, the General Health Profiles, the Large Animal Profiles, the Equine Health Profiles, the Urine P:C Ratios and the [**] for the VETTEST Analyzer has been previously agreed upon by the parties, and any changes to the slide composition or packaging of the foregoing PANELS or PROFILES shall be negotiated in good faith and mutually agreed upon by OCD and IDEXX. The slide composition, packaging and initial pricing of any additional PANELS/PROFILES shall be mutually agreed upon by OCD and IDEXX. Unless otherwise agreed by the parties in writing with respect to one or more specific PANELS or PROFILES, all purchases by IDEXX or IDEXX BV of VETTEST slides packaged as PANELS/PROFILES shall be credited against the Annual Purchase Forecasts and Purchase Commitments for such slides under this Agreement and the Europe Agreement.
New Slide/Panel Design for the New Analyzer shall be as developed by IDEXX under Article 3.
 












Schedule 5 - Products
(as of January 1, 2005)
																																				
	Single Slides
(Box of 25)

	Catalog Number

	Single Slides
(Box of 12)
(added Dec 11, 2003)

	Catalog Number


	Albumin	 	 	822 7134	 	 	Albumin	 	 	6801907	 	 
	Alk Phos	 	 	831 5459	 	 	Alk Phos	 	 	6801919	 	 
	ALT	 	 	808 3750	 	 	ALT	 	 	6801916	 	 
	Ammonia	 	 	181 6842	 	 	Ammonia	 	 	6801908	 	 
	Amylase	 	 	820 8191	 	 	Amylase	 	 	6801913	 	 
	AST	 	 	811 3979	 	 	AST	 	 	6801914	 	 
	Calcium	 	 	804 8191	 	 	Calcium	 	 	6801902	 	 
	Cholesterol	 	 	835 4888	 	 	Cholesterol	 	 	6801906	 	 
	CK	 	 	835 8582	 	 	CK	 	 	6801918	 	 
	Creatinine	 	 	818 3477	 	 	Creatinine	 	 	6801911	 	 
	ECO2 (HCO3)	 	 	853 8670	 	 	ECO2 (HCO3)	 	 	6802306	 	 
	Gamma GT	 	 	826 1315	 	 	Gamma GT	 	 	6801920	 	 
	Glucose	 	 	813 0536	 	 	Glucose	 	 	6801900	 	 
	LDH	 	 	835 1082	 	 	LDH	 	 	6801917	 	 
	Lipase	 	 	196 6191	 	 	Lipase	 	 	6801915	 	 
	Magnesium	 	 	108 0266	 	 	Magnesium	 	 	6801912	 	 
	Phosphorus	 	 	807 0856	 	 	Phosphorus	 	 	6801909	 	 
	Total Bilirubin	 	 	838 0396	 	 	Total Bilirubin	 	 	6801910	 	 
	Total Protein	 	 	193 7093	 	 	Total Protein	 	 	6801904	 	 
	Triglycerides	 	 	192 2285	 	 	Triglycerides	 	 	6801905	 	 
	Urea Nitrogen	 	 	150 7326	 	 	Urea Nitrogen	 	 	6801901	 	 
	Uric Acid	 	 	100 0793	 	 	Uric Acid	 	 	6801903	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[**] (added as of July 1, 2005)	 	 	6802307	 	 




																																				
	Profile Slides
(Box of 24)

	 	Profile Slides
(Box of 12)

	 
	General Health Profile	 	 	160 7175	 	 	Urine P;C Ratio (added May 25, 2004)	 	 	6802061	 	 
	Pre-Anesthetic Panel	 	 	801 5109	 	 		 	 		 	 
	Large Animal Profile	 	 	680 0071	 	 		 	 		 	 
	Equine Health Panel (added Mar 4, 2004)	 	 	680 1956	 	 		 	 		 	 
	[**] (added as of June 1, 2005)	 	 	680 2213	 	 		 	 		 	 


 																																				
	Other

	 	 	 
	Vetrols	 	 	869 9852	 	 	 	 	 	 	 	 
	Tips	 	 	6801762	 	 		 	 		 	 












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.




[**]     (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.




 












Schedule 8 – Eligible New Chemistry Slides
						
		
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	 
	[**]	








[*] 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.