Exhibit 10.39


 


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


 


AMENDMENT NO. 1 TO


SUPPLY AND LICENSE AGREEMENT


 


This
Amendment No. 1  modifies the
Supply and License Agreement between Heska Corporation and Schering-Plough
Animal Health Corporation, dated August 1, 2003 (“Original Agreement”).


 


1.                                       Appendix
A:  Appendix A to the Original
Agreement is hereby deleted in its entirety and replaced with Appendix A-1
attached hereto.


 


2.                                       Appendix
B:  Appendix B to the First Modified
Agreement is hereby deleted in its entirety and replaced with Appendix B-1
attached hereto.


 


3.                                       Appendix
D:  [***], of the Original Agreement
is hereby amended to [***]


 


[***]


[***]


[***]


 


4.                                       No
Other Changes.  Except as expressly
modified by this Amendment No. 1, all provisions of the Agreement shall
remain in full force and effect.  The
terms and conditions of this Amendment No. 1 shall control any conflict
with the terms and conditions of the Original Agreement.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment by their duly
authorized representatives effective as of the last date on which this
Amendment has been duly signed by both parties.


 


SIGNED:


 


	
  Heska
  Corporation

  	
   

  	
  Schering-Plough
  Animal Health Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Carol Talkington Verser

  	
   

  	
  By: [***]

  
	
   

  	
   

  	
   

  
	
  Name: Carol
  Talkington Verser, Ph.D.

  	
   

  	
  Name: [***]

  
	
   

  	
   

  	
   

  
	
  Title: Executive
  Vice President

  	
   

  	
  Title: [***]

  
	
   

  	
   

  	
   

  
	
  Date:

  	
    August 31,
  2005

  	
   

  	
  Date:

  	
    August 24,
  2005

  
						



 

















 


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


 


APPENDIX A-1


 


PRICE, MINIMUM PURCHASE SIZE AND


ANNUAL MINIMUM PURCHASE REQUIREMENT


 


1.             Product transfer price:


 


	
  Small tablets

  	
   

  	
  [***] per packet
  of six (6) tablets

  
	
  Medium tablets

  	
   

  	
  [***] per packet
  of six (6) tablets

  
	
  Large tablets

  	
   

  	
  [***] per packet
  of six (60 tablets

  



 


2.             Minimum Purchase Size:


 


	
  Small tablets

  	
   

  	
  [***] packets,
  equivalent to [***] Display Cases

  
	
  Medium tablets

  	
   

  	
  [***] packets,
  equivalent to [***] Display Cases

  
	
  Large tablets

  	
   

  	
  [***] packets,
  equivalent to [***] Display Cases

  



 


3.             Annual Minimum Purchase Requirement
per Calendar Year:


 


	
  Small tablets

  	
   

  	
  [***] packets
  equivalent to [***] Display Cases

  
	
  Medium tablets

  	
   

  	
  [***] packets
  equivalent to [***] Display Cases

  
	
  Large tablets

  	
   

  	
  [***] packets
  equivalent to [***] Display Cases

  



 

















 


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


 


APPENDIX B-1


 


PRODUCT SPECIFICATIONS


 


A.            SMALL
TABLETS:


 


Labeled amount of
ivermectin, per tablet: 68 mcg


 


Labeled
amount of pyrantel (as pyrantel pamoate), per tablet: 57 mg


 


1. Appearance: Round,
brown convex tablet with bisect, approximately 0.56 inches in diameter and 1.25
grams in weight


 


2.
Identification:


 


Ivermectin:
retention times of reference standard and sample compare satisfactorily


 


Pyrantel:
retention times of reference standard and sample compare satisfactorily


 


3. Ivermectin content
(average): 90.0 to 115.0 % of labeled amount


 


4. Pyrantel content (average):
90.0 to 110.0 % of labeled amount


 


5. Microbial limits:


Salmonella: none detected


Escherichia coli: not
more than 2.2 CFU per gram


 


6. pH: 4.0 to 6.0


 


7.  [***]


 


B.            MEDIUM
TABLETS:


 


Labeled amount of
ivermectin, per tablet: 136 mcg


Labeled amount of pyrantel (as pyrantel pamoate), per
tablet: 114 mg


 


1. Appearance: Round,
brown convex tablet with no imprinting, approximately 0.75 inches in diameter
and 2.5 grams in weight


 

















 


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


 


2. Identification:


Ivermectin: retention
times of reference standard and sample compare satisfactorily


Pyrantel: retention times
of reference standard and sample compare satisfactorily


 


3. Ivermectin content
(average): 90.0 to 115.0 % of labeled amount


 


4. Pyrantel content
(average): 90.0 to 110.0 % of labeled amount


 


5. Microbial limits:


Salmonella: none detected


Escherichia coli: not
more than 2.2 CFU per gram


 


6. pH: 4.0 to 6.0


 


7.  [***]


 


C.            LARGE
TABLETS:


 


Labeled amount of
ivermectin, per tablet: 272 mcg


Labeled amount of pyrantel (as pyrantel pamoate), per
tablet: 227 mg


 


1. Appearance: Round,
brown convex tablet with no imprinting, approximately 0.94 inches in diameter
and 5.0 grams in weight


 


2. Identification:


 


Ivermectin:
retention times of reference standard and sample compare satisfactorily


 


Pyrantel:
retention times of reference standard and sample compare satisfactorily


 


3. Ivermectin content
(average): 90.0 to 115.0 % of labeled amount


 


4. Pyrantel content
(average): 90.0 to 110.0 % of labeled amount


 


5. Microbial limits:


Salmonella: none detected


Escherichia coli: not
more than 2.2 CFU per gram


 


6. pH: 4.0 to 6.0


 

















 


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


 


7.  [***]


 


D.  BLISTER PACKS, CARTONS AND DISPLAY CASE:


 


1. Blister Pack:  2 x 3 rectangular configuration of blisters
with one (1) tablet contained in each blister.


 


2.  Blister material:


Barrier film: 7.5
mil PVC / 2 mil ACLAR laminate.


Push-through foil:  Hueck Foils, AL201CHM, preprinted


 


3. Carton: Preprinted,
containing one (1) blister pack


 


4.  Display Case: 
Preprinted, containing ten (10) cartons.