Contract
Exhibit 10.1
Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.
AMENDMENT TO
This Amendment, effective as of January 1, 2013 (the “Effective Date”), modifies the Supply and Distribution Agreement between Heska Corporation (“Heska”) and Boule Medical AB (“Boule”), dated June 17, 2003, hereinafter referred to as “Amendment No. 8”, as modified by Amendment Letter dated June 1, 2004 (hereinafter referred to as “Amendment No. 1”), Amendment Letter dated December 31, 2004 (hereinafter referred to as “Amendment No. 2”), Amendment Letter dated July 12, 2005 (hereinafter referred to as “Amendment No. 3”), Amendment Letter dated March 20, 2007 (hereinafter referred to as “Amendment No. 4”), Amendment Letter dated January 23, 2008 (hereinafter referred to as “Amendment No. 5”), Amendment to Supply and Distribution Agreement effective as of October 1, 2008 (hereinafter referred to as “Amendment No. 6”) and Amendment to Supply and Distribution Agreement effective as of June 1, 2011 (hereinafter referred to as “Amendment No. 7”), collectively referred to as the “Original Agreement”.
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1.
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Section 1.2 “Analyzer”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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1.2 “Analyzer” means the BM800 Veterinary Hematology Analyzer (HemaTrue™ Veterinary Hematology Analyzer) manufactured by Boule or a similar three (3) part veterinary analyzer sold by Boule in the future replacing the BM800 Veterinary Hematology Analyzer or a successor replacement product. Replacement product will be priced at the same level as its predecessor [***].
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2.
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Purchase Minimum. Boule acknowledges Heska has met its minimum purchase obligation for 2011 and 2012. The minimum purchase commitment for 2013 shall be [***] Analyzers.
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3.
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Appendix A4. The items on Exhibit 1 are hereby added to Appendix A4 of the Original Agreement, effective November 14, 2011. To the extent there is a conflict with any item previously listed on Appendix A, the price listed under “New price” on Exhibit 1 shall govern.
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4.
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Appendix A5. Appendix A5 of the Original Agreement is hereby deleted in its entirety and replaced with Appendix A5 attached hereto.
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1
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5.
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No Other Changes. Except as expressly modified by this Amendment No. 8, all other provisions of the Original Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment by their duly authorized representatives.
SIGNED:
Heska Corporation Boule Medical AB
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer Title: Chief Executive Officer
Date: April 15, 2013 Date: May 28th, 2013
2
Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.
Exhibit 1
Appendix Hematrue spare part price adjustment
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Today price
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New price
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1091333_S,
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TFT display
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[***]
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Euro
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[***]
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Euro
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1091323_S,
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TFT display board
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[***]
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Euro
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[***]
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Euro
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1141426_S,
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TFT Touch
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[***]
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Euro
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[***]
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Euro
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1091308_S,
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Shear Valve
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[***]
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Euro
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[***]
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Euro
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1091232_S,
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MPA
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[***]
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Euro
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[***]
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Euro
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1091227_S,
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MPA handle
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[***]
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Euro
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[***]
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Euro
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1091370_S,
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Valve board
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[***]
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Euro
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[***]
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Euro
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1141414_S,
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Power converter
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[***]
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Euro
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[***]
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Euro
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1091317_S,
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CPU board old
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[***]
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Euro
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[***]
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Euro
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1091394_S,
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CPU board new
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[***]
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Euro
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1120078_S,
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Power board
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[***]
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Euro
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[***]
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Euro
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1141463_S,
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USB-RS232 conv
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[***]
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Euro
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1090919_S,
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Level detector
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[***]
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Euro
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[***]
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Euro
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1091326_S,
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RBC chamber
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[***]
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Euro
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[***]
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Euro
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1091324_S,
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WBC chamber
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[***]
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Euro
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[***]
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Euro
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1030142_S,
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Photometer cable
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[***]
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Euro
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[***]
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Euro
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1141465_S,
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BCR USB
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[***]
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Euro
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1091353_S,
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Level detector yellow
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[***]
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Euro
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[***]
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Euro
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1091354_S,
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Level detector red
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[***]
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Euro
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[***]
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Euro
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1091355_S,
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Level detector blue
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[***]
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Euro
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[***]
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Euro
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1091045_S,
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Inlet Valve
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[***]
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Euro
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[***]
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Euro
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1091220
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Hematrue Front cover
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[***]
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Euro
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[***]
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Euro
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CBC Diff spare parts
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9980001
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Repair kit pump
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[***]
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Euro
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[***]
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Euro
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5306006
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Gear box Syringe
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[***]
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Euro
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[***]
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Euro
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Above prices are valid from 2011-11-14.
Vӓstberga, Sweden 2011-11-29
/s/ Per Löfbom
Per Löfbom Service Manager
Boule Medical AB
3
Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.
Appendix A5
This Appendix forms an integrated part of the Supply and Distributorship Agreement between BOULE and HESKA.
Heska agrees to make orders of the following Products in units divisible by two. Payment for fifty percent (50%) of the units in each shipment shall be made in Euros and fifty percent (50%) in U.S. dollars. The Euro price shall be as listed below, subject to adjustment for actual changes in material and labor costs pursuant to the last paragraph of Section 4.1of the Supply and Distribution Agreement. The U.S. dollar prices shall be as listed below, subject to adjustment for actual changes in material and labor costs pursuant to the last paragraph of Section 4.1of the Supply and Distribution Agreement.
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Art no
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Description
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Price Net Euro
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Price Net USD
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INSTRUMENTS
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1400060
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HemaTrue™ Veterinary Hematology Analyzer System with MPA
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[***]
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[***]
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[***]
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[***]
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[***]
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4
