Confidential Materials omitted and filed separately with the	 	 
	 	 	 	 
	 	Securities and Exchange Commission. Asterisks denote omissions.	 	Exhibit 10.5
	 	 	 	 







 


 


AMENDMENT NO. 4 TO


AGREEMENT


 


AMENDMENT, effective as of December 28, 2011 (this “Amendment”)
to the Agreement, dated as of October 16, 2003, between IDEXX Operations, Inc. (“IDEXX”) and Ortho-Clinical
Diagnostics, Inc. (“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, by Amendment No. 2 thereto
effective October 15, 2006, and by Amendment No. 3 thereto effective January 18, 2008 (as so amended, the “Agreement”),
regarding supply by OCD of dry slides for IDEXX veterinary chemistry analyzers;


 


WHEREAS, the parties wish to resolve a dispute under the Agreement
as more fully described herein; and


 


WHEREAS, IDEXX and OCD wish to amend certain terms of the Agreement
and the Europe Agreement to reflect the foregoing resolution;


 


NOW, THEREFORE, the parties agree as follows:


 


		1.	DEFINITIONS



 


In this Amendment, terms capitalized but not defined
herein shall have the meanings set forth in the Agreement. The following expressions shall have the meanings set forth opposite
them:


 


	“Dispute”	The dispute between IDEXX and OCD regarding the number of Existing Special [**] Slides that are counted toward Dry Slide volume.
	 	 
	“Difference”	The dollar amount arrived at by [**].
	 	 


 



     

     

    

 


		2.	SETTLEMENT



 


The parties acknowledge and agree that the covenants
and agreements set forth herein represent a compromise and resolution of the Dispute. In consideration of entering into this Amendment
and the corresponding amendment of the Europe Agreement, each party hereby waives and releases any claims such party has, had or
may in the future have against any other party regarding the Dispute.


 


		3.	PAYMENTS



 


		3.01	IDEXX and IDEXX BV collectively shall pay to OCD, as a one-time payment, $[**] upon the execution of this Amendment and the
corresponding amendment of the Europe Agreement.



		3.02	(a) For calendar years 2011 and 2012, OCD will price the Dry Slides in accordance with Section 7.02 of the Agreement, interpreting
such Section 7.02 such that [**].



(b) No later than January 31, 2012, representatives
from the respective finance departments of IDEXX and OCD will meet to discuss and come to agreement on the Difference.


(c) No later than the [**], IDEXX and IDEXX BV collectively
will pay to OCD [**] of the Difference. The Difference payment shall be appropriately taken into account when calculating the Final
Blended Price in accordance with Section 7.02(b) of the Agreement.


 


		4.	AMENDMENTS



 


The parties hereto agree that the Agreement shall
be amended as follows:


		4.01	A new Section 3.10 is hereby added to read in its entirety as follows:



		“3.10	IDEXX will devote chemistry instrument development resources to the development and launch of [**]. IDEXX will use commercially
reasonable efforts to achieve commercial launch of such analyzer within the United States by [**].”




     

     

    

 


		4.02	Effective January 1, 2013 Section 7.02(a) is hereby replaced in its entirety with the following:



7.02(a) The prices for Dry Slides shall be in
accordance with Schedule 5. At a given volume of aggregate slide purchases by IDEXX and IDEXX BV in a given calendar
year, the corresponding pricing in Schedule 5 applies to the total aggregate volume of slides purchased in such calendar
year by IDEXX and IDEXX BV. Effective January 1, 2013, no [**] will apply. In the event of an automatic extension of the Term
pursuant to Section 18.02, pricing for calendar years after 2028 shall be increased yearly by [**]% over the prior year.”


		4.03	Effective January 1, 2013, all text in Section 7.02(b) preceding the paragraph that begins with the phrase “Notwithstanding
the foregoing” is hereby deleted.



		4.04	Effective January 1, 2013, the paragraph beginning with the phrase “Notwithstanding the foregoing” in Section 7.02(b)
of the Agreement is hereby amended to read in its entirety as follows:

“The price per slide for any New Chemistry Slide that is priced on Schedule 6 shall never be lower than the greater
of (a) the minimum price as determined in accordance with Section 5.06 and identified on Schedule 6 as amended from time
to time and (b) the price that would otherwise apply pursuant to Schedule 5.”



		4.05	Effective January 1, 2013, in Section 7.02(b), each instance of the words “weighted average price” are hereby changed
to “price”.



		4.06	Effective January 1, 2013, the definition “First Estimated Blended Price” is hereby changed to “First Estimated
Price”.



		4.07	Effective January 1, 2013, the definition “Second Estimated Blended Price” is hereby changed to “Second Estimated
Price”.



		4.08	Effective January 1, 2013, the definition “Final Blended Price” is hereby changed to “Final Price”.



		4.09	Effective January 1, 2013, Section 7.02(c) is hereby deleted.



		4.10	Effective January 1, 2013, Section 7.02(d) of the Agreement is hereby amended to read in its entirety as follows:





 


 



     

     

    



	 	 	“(d)  With respect to slides ordered for delivery on or after January 1, 2013, if OCD’s aggregate cost of all [**] (as defined below) for the most recently completed calendar year has increased on a per VETTEST slide basis as compared with aggregate cost of all [**] for the calendar year preceding the most recently completed calendar year, by an amount that exceeds the [**]% annual increase incorporated into Schedule 5, then OCD shall be permitted to increase the price of each slide sold to IDEXX by the amount of such excess. “[**]” means [**] that are [**]. No later than January 31 of each calendar year during the Term (beginning in 2013), OCD shall provide to IDEXX a summary of all charges for [**] for the previous calendar year and recurring charges that carry forward. IDEXX shall have the option to pay such charges in quarterly installments during the then-current calendar year or as a lump-sum payment no later than March 31 of each then-current calendar year.”







 


4.11Effective January 1,
2013, Section 7.02(e) of the Agreement is hereby amended to read in its entirety as follows:

“(e)With respect to slides ordered for delivery on or after January 1, 2013, if IDEXX’s share of Special Event
Costs (as defined below) for the most recently completed calendar year has increased on a per VETTEST slide basis as compared with
IDEXX’s share of Special Event Costs for the calendar year preceding the most recently completed calendar year, by an amount
that exceeds [**] above the [**]% annual increase incorporated into Schedule 5, then OCD shall be permitted to increase
the price of each slide sold to IDEXX by the amount of such excess. “Special Event Costs” means the aggregate
net amount of (i) [**] with respect to [**] on which [**], (ii) [**] in the [**], and (iii) [**] as a result of [**]. “IDEXX’s
share” of any of the foregoing shall mean the [**] that is attributable to the [**]. No later than January 31 of each
calendar year during the Term (beginning in 2013), OCD shall provide to IDEXX a summary of all Special Events Costs for the previous
calendar year. IDEXX shall have the option to pay such Special Events Costs in quarterly installments during the then-current calendar
year or as a lump-sum payment no later than March 31 of each then-current calendar year.”


 



     

     

    

 


4.12Section 9.04(c) of
the Agreement is hereby amended to read in its entirety as follows:

“(c)Should IDEXX sell or cause to be sold for use in the field of diagnostic testing of non-human animals any product,
other than the New Analyzer (which includes without limitation [**]), whose scope includes four or more of the chemistries identified
on Schedule 5, then OCD may, in its sole discretion, terminate the provisions of Section 9.04(a) immediately upon written
notice to IDEXX. If OCD delivers such notice of termination of Section 9.04(a) under this Section 9.04(c), then IDEXX
may in its discretion terminate the provisions of Section 9.03(a) of this Agreement immediately upon written notice to OCD.”


		4.13	Section 18.01 of the Agreement is hereby amended by changing the year “2018” to the year “2028”.



		4.14	A new Section 18.02 is hereby added to read in its entirety as follows:



		“18.02	This Agreement may be terminated by either party upon [**] written notice to the other party; provided, however, that no such
termination shall be effective prior to December 31, 2028. If neither party provides such written notice, the then-current term
of this Agreement shall automatically be extended for an additional three (3) years, and no termination under this Section 18.02
shall be effective prior to the end of such additional term. Within 60 days of either party providing such notice, the senior leaders
of each of the parties shall meet to discuss the relationship of the parties.”



		4.15	Effective January 1, 2013, Schedule 5 is hereby replaced in its entirety by Schedule 5 attached hereto.



		4.16	Effective January 1, 2013, Schedule 9 is hereby deleted. 



 


		5.	All remaining terms and conditions of the Agreement remain in full force and effect.



 


 


The remainder of this page intentionally
left blank


 



     

     

    

 


IN WITNESS WHEREOF, and intending to be legally bound,
the parties hereto have caused this Agreement to be duly executed in duplicate by their respective authorized representatives the
day and year first written above.


 


	 	ORTHO-CLINICAL DIAGNOSTICS, INC.	 	 	IDEXX OPERATIONS, INC.	 
	By:	/s/ Eric Compton	 	By:	/s/ Michael Williams	 
	 	Eric Compton	 	 	Michael Williams	 
	 	General Manager, WW Sales & Service	 		Vice President	 
	 	 	 	 	 	 
	Date:	January 24,
2012	 	Date:	January 24,
2012	 


 





 





	 	
        The foregoing Amendment is hereby consented to and acknowledged
        by:

         

        IDEXX LABORATORIES, INC.,

        solely as guarantor pursuant to

        Section 30 of the Agreement

         

        IDEXX LABORATORIES, INC.

	 	 
	 	 
	 	 
	 	By: 	/s/ Michael Williams
	 	 	Michael Williams
 Corporate Vice President
	 	 	 
	 	 	 
	 	 	 
	 	Date:	January 24, 2012
	 	 	 







 








 



     

     

    

 


 


	Schedule 5
	Note: Price is for all slides up to the levels indicated below. New levels are triggered as the volume reaches the noted level. For clarity see example below.
	 	Example #1	Example #2	Example #3	 	 	 	 	 	 	 	 	 	 	 	 
	Year of Purchase	[**]	[**]	[**]	 	 	 	 	 	 	 	 	 	 	 	 
	Slide volume (a)	[**]	[**]	[**]	 	 	 	 	 	 	 	 	 	 	 	 
	Price (b)	[**]	[**]	[**]	 	 	 	 	 	 	 	 	 	 	 	 
	Total Purchase (a*b)	[**]	[**]	[**]	 	 	 	 	 	 	 	 	 	 	 	 
	Slides (in MM)	2013	2014	2015	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025	2026	2027	2028
	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]


 


Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions. A total of 15 pages were omitted pursuant to a request
for confidential treatment.