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
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. *****
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_____________________
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.
“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
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
“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.
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 | | | | |
| | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | [**] | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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.
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
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.
