[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PROTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION]
DISTRIBUTION CONTRACT
between
Praemix Xxxxxxxxx XxxX, Xxxxxxxxxxxxxxx 000, X-00000 Xxxxxxxx
represented by the Managing Directors Xxxxxx Xxxxx and Xx. Xxxxx Xxxxxxx
-hereafter referred to as Praemix-
and
Heska Corporation, 0000 Xxxxx Xxxxx Xxxxx, Xxxx Xxxxxxx, XXX-Xxxxxxxx 00000
represented by the Chief Executive Officer Xxxx Xxxxxxxxx
-hereafter referred to as Heska-
Preface
Praemix sells products from various manufacturers on the veterinary medical
market, but in particular products made by the Boehringer Mannheim Group. In
order to support their sales activities on the international market they work
together with various authorized dealers. The clauses within this contract
govern the basic relationship between the parties. If there is a conflict
between the terms of this contract and the typewritten terms of any purchase
order, the order of precedence shall be first, the typewritten terms of the
purchase order and then this contract. All other terms and conditions contained
in the standard form purchasing and selling documents of Pramix and Heska shall
be disregarded.
1 Purpose of the contract
-------------------------
(1) Praemix transfers the exclusive right to sell those products laid down in
2 (hereafter referred to as Contract Products) of this contract to Heska
for the area described in detail in 3 of this contract; provided, that
Heska`s rights shall be non-exclusive through August 31, 1998.
(2) The Contract Products are intended exclusively for the veterinary medical
market. It is strictly forbidden to sell, directly or indirectly, the
Contract Products on the human medical market.
(3) Heska buys and sells the Contract Products and provides the necessary
customer service exclusively under his own name, under his own invoicing
and his own responsibility.
1
2 Contract Products
-------------------
(1) The Contract Products are described in the attached enclosure 1.
(2) Praemix hereby grants to Heska a right of first refusal to distribute
exclusively for the veterinary market in the United States and Canada all
new or improved veterinary laboratory products and equipment developed or
acquired by Praemix or which Praemix has the rigth to distribute, during
the term of the contract, which shall be added as contract products in an
ammendment to the attached enclosure 1. Praemix shall give Heska written
notice of any such product or equipment developed or acquired by Praemix,
and Heska may exercise its right of first refusal by written notice to
Praemix within ninety (90) days after receipt of such notice from Praemix.
Praemix shall provide Heska prompt opportunity to conduct reasonable due
diligence of any such product or equipment prior to expiration of its 90-
day right of first refusal period. If Heska exercises its right of first
refusal the prices for the new Contract Products have to be discussed. It
is the intention of the Parties that pricing shall be in accordance with
the margin expectations set forth in 6 (1) (b).
(3) In the case of economic problems with separate Contract Products arising,
Praemix reserves the right to cancel these products within a period of
notice of six months. Examples of economic problems are as follows:
* Praemix`s manufacturers stop producing such products
* selling them to Heska at the agreed transfer price is no longer
economically acceptable for Praemix (because of the increased
wholesale price) or
* the weakening of the US-$ against the German Xxxx (DM)
* selling new or improved Contract Products at the transfer prices
specified in 6 is not economically acceptable for Praemix
and Heska is unwilling to adjust pricing to compensate for this economic
problem so Praemix shall be free to distribute those products by other
partners.
(4) Praemix will supply Heska`s requirements for contract products other than
refur- bished Reflotron(R) equipment. Praemix shall use its best efforts to
supply Heska`s requirements of refurbished Reflotron(R) equipment, subject
to availability, and will notify Heska monthly of such availability.
3 Contract Territory
--------------------
The area covered by this contract (hereafter referred to as Contract Territory)
is the United States and Canada.
4 Exclusivity
-------------
(1) Heska agrees to purchase the Contract Products exclusively from Praemix or
any other source expressly approved by Praemix.
(2) Heska is allowed to act for third parties only with the prior written
consent of Praemix.
2
(3) Heska may sell Competitive Products in the Contract Territory, after
informing Praemix. Competitive Products are all products that offer the
same or comparable uses and which will be sold to the same customers;
provided, that in the case of Reflotron equipment, Competitive Product
means a blood chemistry instrument which only analyzes a single analyte and
does not include immunoassays and lateral flow strip readers or instruments
manufactured or distributed by [***************].
5 Delivery
----------
(1) Orders placed by Heska will be carried out within ten days of receipt of
such orders at the Praemix offices unless Praemix is unable to do so due to
circumstances beyond their control, e.g. if there is an important reason
such as delivery problems, strikes, force majeure. If the orders should not
be carried out within the said ten days under normal cirmcumstances, Heska
shall be entitled to claim compensation for any loss occasioned by delay.
(2) The products ordered shall be delivered by a common carrier carriage and
insurance paid to a United States facility designated by Heska (,CIP" ICC
Incoterms 1990 - German version).
(3) Within thirty (30) days prior to the beginning of each calender year during
the term of the contract, Heska will furnish Praemix with a non-binding
written forecast of the quantities and types of contract products that
Heska anticipates it will order from Praemix during such calendar year.
Heska shall submit to Praemix firm written purchase orders specifying the
types, quantities and delivery dates of contract products that it desires
to purchase at least six months prior to the requested delivery dates. Each
purchase order shall be binding on Heska upon written confirmation by
Praemix or, if Praemix has made a proposal for modifications to delivery
dates, upon Heska`s written acceptance of such modifications.
(4) The value of the order shall not basically be less than [***********],- (in
words [*********** ************]). Heska shall have a stockpile for a
duration of approximately [**********]. A monthly ordering cycle is to be
aimed for.
(5) Heska agrees to inspect incoming goods for obvious defects within ten (10)
days of receipt of a shipment of Contract Products and to notify Praemix in
writing of any defects indicating the lot, time of delivery, defective
nature or failure of dating of the Contract Products. Failure to notify
Praemix within the said period shall constitute a waiver of any rights
Heska may have with respect to any breach of warranties for obvious
defects. Heska shall have no duty to test any such Contract Products or to
inspect for any matter other than obvious defects that would be revealed by
a visual inspection of packaged Contract Products. Heska agrees to hold any
such defective Contract Products for inspection by Praemix representatives
or at Praemix`s demand to return such merchandise to Praemix, at Praemix`s
expense.
(6) At the request of Heska Praemix is entitled to deliver directly to
customers. An obligation to do so does not exist. Costs arising shall be
borne by Heska.
6 Price and Payment Conditions between the Contract Parties
-----------------------------------------------------------
* Confidential Treatment Requested
3
(1) (a) The prices for the Contract Products are fixed in enclosure 1
attached to this contract. Two years after this contract has come into
force these prices have to be discussed again if one party so requests,
and any price changes will become effective when both parties sign an
ammendment to enclosure 1.
(b) For Contract Products set forth on enclosure 1 other than
equipment or instruments, Heska shall pay an ,initial" transfer price
which is intended to provide for a [******-************ (**%)] gross
margin on sales (based on a mutually-agreed target market price) up to
and including the Base Sales for such Contract Products. For new or
improved Contract Products added to enclosure 1, and for sales of
Contract Products listed on enclosure 1 in excess of Base Sales, it is
intended that Heska shall pay a ,subsequent" transfer price providing
for a [************* (**%)] gross margin on sales (based on a mutually-
agreed target market price). The initial and subsequent transfer prices
established pursuant to the foregoing sentence are set forth on
enclosure 1 and such prices shall be in effect for the first two (2)
years of the term of the contract.
(c) Price increases shall not be made for these Contract Products if
Heska sales in the previous year were less than Base Sales.
(2) Invoiced amounts shall be paid within thirty days of receipt of the invoice
or within ten days, should a [*** (*) ********] rebate on the original
invoice amount be desired, so long as Heska takes delivery of the ordered
products or, in the case of a direct delivery, the customer takes delivery.
(3) Praemix retains title of delivered Contract Products until the purchase
price has been paid. Heska is entitled to sell these products in the
ordinary course of business.
(4) Notwithstanding the foregoing, until Heska`s rights under this contract
have become exclusive pursuant to 1 (1) above, Heska shall pay the
,subsequent" transfer price for all Contract Products ordered by Heska,
without regard to whether Base Sales have been achieved.
7 Conditions for Prices, Delivery and Payment between Heska
-----------------------------------------------------------
Heska is entitled to organize its conditions for delivery and payment vis a vis
third parties as Heska thinks fit. Heska shall use its best efforts to prevent
the Contract Products from being sold for uses other than veterinary diagnosis,
including appropriate marketing materials and packaging where feasible that the
Contract Product is not distributed for use in humans. Praemix shall inform
Heska of prevailing prices in human market and promptly notify Heska if it
becomes aware of any Contract Products being used outside the veterinary market.
8 Distribution Activities
-------------------------
(1) Heska is entitled to sell the Contract Products under its name and
trademark so long as the manufacturer is shown in a sufficient manner.
(2) Heska undertakes to promote the Contract Products by positive advertising
so long as this remains within the framework of the law. Heska shall inform
Praemix in good time, at the latest, however, three months before the
beginning of a calendar year, of the marketing plan drawn up for this
calendar year. The marketing plan and proposed
* Confidential Treatment Requested
4
advertising activities have to be discussed with Praemix. The marketing
plan will also establish the non-binding forecast required by 5 (3) as
well as the estimated turnover for the coming calendar year based on the
sales figures of the current calendar year. The advertising costs shall be
borne by Heska, and the proposed expenditures for each calender year shall
be detailed in the marketing plan and discussed by the parties.
9 Information
-------------
(1) Heska shall inform Praemix at the end of every calendar year of the present
market trend and the selling situation for the products and spare parts
within the Contract Territory.
(2) Praemix shall inform Heska immediately of any intended alterations to the
prices and product structure.
(3) The parties undertake to inform each other everytime if they learn of any
infringement of trademarks as well as unfair trade practices by competitors
and to work together in order to file a complaint in court to prevent an
occurrence.
10 Support
----------
(1) Praemix shall support Heska to a reasonable extent by presenting Heska with
models for advertising material. Over and above that Praemix will provide
Heska with broschures, booklets, prospectuses, examples etc., as far as
Pramix has these at its disposal. This advertising material remains the
property of Praemix and shall be given back at the end of this contract
except in the case where such material has been fully used up for
advertising.
(2) As introductory support Praemix shall
(a) provide, at [****}] [****], new Reflotron(R) machines and [****]
refurbished Reflotron(R) machines to Heska upon execution and delivery
of this contract, in lieu of marketing support;
(b) sell up to [******] new Reflotron(R) machines to Heska at a discounted
price of [**********.- (in words *************************)] per unit,
payable within sixty days of shipment, for demonstration use by
Heska`s sales personnel;
(c) sell [******] new Reflotron(R) machines to Heska upon execution and
delivery of this contract at a price of [**********.- (in words
************************************)] per unit, payable within sixty
days of shipment, for initial inventory and
(d) provide such sales force training as Heska shall reasonably request,
at no charge.
11 Quality Assurance
--------------------
(1) It is the intention of the Parties that Boehringer Mannheim Group office in
Indianapolis provide technical service for the Contract Products during the
term of the contract. In the
* Confidential Treatment Requested
5
event that such support agreement cannot be obtained, Heska will arrange for
technical service and maintenance by a service provider to be approved by
Praemix, which approval will not be unreasonably withheld. Such service
provider may be an independent organization or affiliated with Heska. During
the term of the contract, Praemix shall provide or cause to be provided any
and all spare parts necessary for maintenance, service and warranty work. In
order to carry out warranty work, Praemix shall deliver spare parts to Heska
free of charge and carriage paid; this obligation remains in effect even
after the contract runs out. Praemix shall bear the costs of parts and
reasonable and customary wages which accrue in connection with the warranty
work; these costs have to be paid within sixty (60) days of receipt of
invoice therefor. Praemix will provide a reasonable number of instruments to
be used as replacements in servicing the Contract Products.
(2) Praemix warrants that the Contract Products meet the specifications and are
free from defects in material and workmanship through their respective
expiration dates; the foregoing warranties will not apply to the extent of
any defects caused by improper handling, storage or use of contract
products by Heska or its customers.
Heska agrees that all other warranties, express or implied, including
without limitations, any warranty of merchantability or fitness for any
specific purpose with respect to the contract products are expressly
excluded from this agreement or any sale pursuant.
Praemix warrants to Heska that Praemix has the rights to enter into and
perform this agreement and to xxxxx Xxxxx distribution rights on the terms
and conditions set forth herein.
(3) Praemix agrees to indemnify, hold harmless and defend Heska, its agents and
affiliates from and against any claim, liability or expense (including
attorneys`fees) resulting from or relating to
* Praemix`s breach of any warranty set forth in the agreement or
* any claims that a Contract Product, or Praemix`s modification thereof
infringes any intellectual property rights of any third party.
Heska agrees to indemnify, hold harmless and defend Praemix, its agents and
affiliates from and against any claim, liability or expense (including
court costs and attorney`s fees) resulting from or relating to
* Heska`s breach of any warranty set forth in this contract or
* the marketing or sale of any Contract Product manufactured in
conformity with Praemix`s warranties.
(4) Heska acknowledges that the Reflotron machine has been manufactured for
[***** *********] and that Heska will distribute such machine only in the
veterinary market. Heska warrants that it will not sell other Contract
Products without first obtaining
* any necessary registration or license from the U.S. Department of
Agriculture and any other governmental authority and
* the consent of Praemix, which shall not be unreasonably withheld.
Heska will use reasonable efforts to inform its customers that the products
obtained from Praemix have been [****************************].
(5) Heska may use only those spare parts provided or recommended by Praemix in
order to carry out warranty work. Should Heska use spare parts of other
manufacturers then Heska undertakes to inform its customers of this fact.
In the event Praemix does not supply spare parts pursuant to 11 (1) Heska
may use parts from other parties.
*Confidential Treatment Requested
6
Praemix shall bear these costs as long as they are reasonable and do not
exceed the cost of a replacement instrument.
(6) Heska undertakes to maintain a warehouse for spare parts and to keep the
spare parts in their original packaging.
(7) All Contract Products shall meet the quality standards agreed to by the
Parties from time to time. Each Contract Product other than equipment and
instruments shall conform to the dating requirements set forth in enclosure
1 or otherwise agreed to by the Parties from time to time. If Contract
Products meeting the dating requirements set forth in enclosure 1 are not
available for timely shipment for any Heska order, Praemix shall so notify
Heska and Heska shall have the option of accepting shorter-dated Contract
Products or back ordering such Contract Products. If Heska accepts shorter-
dated Contract Products, Heska shall have the right to return any such
Contract Products that remain unsold by Heska or its distributors upon
expiration of dating, and shall receive a credit of the full purchase price
therefore.
12 Code of Secrecy
------------------
(1) The parties to this contract undertake neither to reveal any part of the
contents of this contract whatsoever nor to disclose any information
concerning their business policies as well as business and commercial
secrets.
(2) The disclosure of any information by a contract party to third parties is
admissible only with the prior consent of the other contract parties. The
contract party shall see to it that any information disclosed by him to
third parties shall not be revealed by said third parties.
(3) The foregoing obligations of non-disclosure and confidentiality shall not
apply to the extent that any of the foregoing information
(a) is or becomes part of the public domain through no act or
emission of the receiving party;
(b) was in the receiving party`s lawful possession prior to the
disclosure and had not been obtained by the receiving party
from the disclosing party;
(c) is lawfully disclosed to the receiving party by a third
party without restriction on disclosure;
(d) is independently developed by the receiving party by
personnel not having access to such information or
(e) is required to be disclosed by applicable law or legal
process.
13 Transference and Pledge
--------------------------
7
Heska shall not be entitled to transfer or pledge to any third party any claims
or demands made against Praemix without Praemix`s prior written consent.
14 Duration of Contract
-----------------------
(1) The contract will come into force on 1st of April 1998 and run for a
duration of 5 years. Either party shall have the right to terminate the
contract upon written notice to the other party if the other party commits
a material breach of the contract (including but not limited to failure by
Praemix to provide the exclusive rights to Heska in accordance with 1 (1)
above) which has not been remedied within thirty (30) days of written
notice thereof.
(2) The right to terminate the contract for important reasons without adhering
to the usual notice remains unaffected. An important reason can be
justified
(a) for Praemix if despite being cautioned it can be shown that
Heska has been distributing directly or indirectly again
and again or has continued to do so, outside the Contract
Territory or on the human medical market;
(b) for Praemix if Heska sells Competitive Products without
Praemix`s approval and Praemix believes that sales of such
Competitive Products will substantially reduce its
opportunity below the current market forecast provided by
Heska, then Praemix may terminate the contract upon 1
month`s written notice;
(c) for Praemix if the actual turnover and sale of Contract
Products falls short of the estimation in 8 (2) by [***];
(d) for Heska if Praemix has canceled a Contract Product
pursuant to 2 (2) above and
* such canceled product accounted for [******************* (***)]
or more of Heska`s total profits on Contract Products during the
year preceding Praemix`s notice of cancellation, or
* in Heska`s good faith evaluation, such cancellation makes it
economically infeasible to continue this agreement; the onus of
proof lies with Heska;
(e) if a petition for bankruptcy is filed against the property
of the other contract partner or insolvency proceedings are
initiated or the other contract partner is unable to pay;
(f) if any person or entity other than the shareholders of
either Parties on the date of this contract acquires a
majority of the shares of such Party.
(3) Heska has no claim for compensation when the contract runs out.
15 Obligations of the Parties after Termination of the Contract
---------------------------------------------------------------
(1) Heska shall present Praemix with a list of all customers who have taken
delivery of Contract Products, on termination of this contract provided
that Heska may continue to sell products and services to such customers,
other than Contract Products.
* Confidential Treatment Requested
8
(2) Heska shall return to Praemix all those documents received from Praemix, so
long as these have not been required for the carrying out of warranty work
on Contract Products for his customers. In this case copies of these
documents shall be sent to Praemix. Heska has no right of retention on
documents sent to him by Praemix.
(3) Praemix undertakes to deliver spare parts to Heska where necessary in
sufficient quantity under the previous contract conditions, thus enabling
him to fulfill his warranty obligations vis a vis his customers and also to
carry out totally the customer service within the duration of the warranty.
(4) Praemix undertakes, at the request of Heska, to buy back any remaining
stock of Contract Products for the price paid by Heska, including spare
parts and accessories, as long as such items are in good working order and
have not been used or removed from original packaging. Notwithstanding the
foregoing, if Heska terminates the agreement due to Praemix`s failure to
provide exclusive rights to Heska in accordance with 1 (1) above, Praemix
shall repurchase at the prices paid by Heska all equipment and inventory
(including demonstration units) purchased by Heska, even if such items have
been removed from the original packaging and/or used as demonstration
units. In addition, Praemix shall pay to Heska a termination fee in an
amount equal to [****** ******* (***)] of Heska`s gross revenues from sales
of Contract Products to veterinarians prior to Heska`s termination of the
Agreement; provided, that Heska delivers notice of termination to Praemix
after September 1, 1998 and on or before December 31, 1998. In the event of
a breach by Heska, Praemix may insist on buying back such items from Heska
at the transfer price to Heska. Praemix has to pay the shipping costs. The
ownership of the Contract Products shall be transferred back to Praemix
without any rights of third parties applying, step by step on payment of
the redemption value.
(5) Heska undertakes on termination of the contract not to make use of any
name, xxxx or any other trade marks belonging to Praemix.
16 Legal Heir
-------------
The legal heir enforced by act of law or contractual agreement is obliged to
fulfill all conditions outlined in this contract. The contract parties undertake
to inform their legal heir by contractual agreement of the legal obligations
under this contract.
17 Arbitration Clause
---------------------
The Parties expressly agree to submit any dispute between them arising out of or
relating to this contract or their relationship under this contract (,Dispute")
to arbitration as set forth below. A Party may seek arbitration of an unresolved
Dispute in accordance with the rules of the London Court of International
Arbitration governing commercial transactions, except that the terms of this
17 shall control in the event of any conflict. The arbitration panel shall
consist of three (3) arbitrators, each of whom shall have experience in the
veterinary products market (or comparable industry experience) and the law of
the Federal Republic of Germany and not be affiliated with either Party. The
Party initiating arbitration shall nominate one arbitrator in the request for
arbitration and the other Party shall nominate a second arbitrator in the answer
thereto, not later than thirty (30) days after receiving such request. The two
(2) arbitrators so named will then jointly appoint the third arbitrator as chair
of the arbitration panel, not later than thirty (30) days after the second
arbitrator is named. If either
*Confidential Treatment Requested
9
Party fails to nominate its arbitrator, or if the arbitrators named by the
Parties fail to agree on the person to be named as chair within thirty (30)
days, the London Court of International Arbitration shall make the necessary
appointments of an arbitrator or the chair of the arbitration panel. The Parties
hereby expressly waive any rights they may have to trial by jury with respect to
any dispute subject to arbitration pursuant to this 17. The decision and award
of the arbitrators in any arbitration proceeding shall
* be in writing, stating the grounds for the decision in reasonable
detail, specifying findings of fact and conclusions of law
* be based solely on the terms and conditions of this contract and
applicable law
* and shall be final and binding upon the Parties.
Judgement upon such decision and award may be entered in any competent court or
application may be made to any competent court for judicial acceptance of such
decision and award and an order of enforcement. All proceedings pursuant to any
arbitration and confidential information disclosed therein shall constitute
confidential information of each Party, and shall be subject to the protections
afforded in 12 of this Agreement.
18 Applicable Law
-----------------
Any breach of this contract and any consequent points of dispute therefrom are
subject to the law of the Federal Republic of Germany. The application of the
UN-Convention on Contracts for the International Sale of Goods and the German
Private International Law is expressly excluded.
19 Place of Jurisdiction
------------------------
The Parties expressly agree that the arbitration provisions of 17 are their
exclusive remedy for any Dispute; provided, that if the arbitrators in any
arbitration proceeding have not entered a decision and award within one (1) year
following appointment of the arbitration panel, either Party may bring a legal
action with respect to such Dispute in any court of competent jurisdiction upon
thirty (30) days prior written notice to the other Party and the arbitration
panel unless the arbitrators determine, during such thirty-day period, that the
failure of the arbitrators to enter a decision and award within such one-year
period is attributable in substantial part to the actions of the Party proposing
to commence such legal action.
20 Complete Contract and Written Form
-------------------------------------
This contract contains all agreements made between the parties with reference to
the transfer of the rights of delivery and marketing and replaces all prior
agreements or undertakings whether written or oral which the parties have
previously made in this connection.
Any changes or amendments to this contract shall be in written form; this also
applies to the cancellation of the written form clause.
21 Salvatorian Clause
---------------------
10
If any provision in this Agreement is found or held to be invalid or
unenforceable, then the meaning of said provision shall be construed, to the
extent feasible, so as to render the provision enforceable, and if no feasible
interpretation would save such provision, it shall be severed from the remainder
of this Agreement which shall remain in full force and effect unless the severed
provision is essential or material to the rights or benefits received by either
Party. In such event, the Parties shall use their best efforts to negotiate, in
good faiths a substitute valid and enforceable provision or agreement which most
nearly effects their intent in entering into this contract.
Mannheim, 16 June 1998 /S/
---------------- -------------------------
Praemix Wirkstoff GmbH
Fort Xxxxxxx, Xxxx 16, 1998 /S/ Xxxx Xxxxxx
---------------- -------------------------
Heska Corporation
Xxxx Xxxxxx
Vice President, Business Development
11
ENCLOSURE 1
Product, Pricing and Dating
I. Equipment Unit Price
--------- ----------
New Reflotron(R) machine [******]
Refurbished Reflotron(R) machine [******]
ABC Hematology machine [******]
II. Product Other Than Equipment
A. Base Sales for Reflotron(R) strips shall be calculated on purchase price by
Heska for the year and are set at the following levels:
[************] in 1998 (prorated from date exclusive
right to sell these products
in the territory is obtained)
[************] in 1999
[************] in 2000
[************] in 2001
[************] in 2002
[************] in 2003 and
thereafter
Initial Transfer Price shall be the price for reagent strips prior to
reaching the Base Sales in that year; subsequent Transfer Price shall
apply once Base Sales are reached, and during the period of non-
exclusivity.
Initial Subsequent
Units/ Transfer Transfer [******
B. Reagent Strips Package Price Price ************]
------------------ ------- -------- ------------ --------------
Amylase [***] [******] [******] [********]
Bilirubin [***] [******] [******] [********]
Cholesterol [***] [******] [******] [********]
CK [***] [******] [******] [********]
Creatinine [***] [******] [******] [********]
GGT [***] [******] [******] [********]
Glucose [***] [******] [******] [********]
GOT [***] [******] [******] [********]
GPT [***] [******] [******] [********]
Hemolglobin K [***] [******] [******] [********]
Triglycerides [***] [******] [******] [********]
Urea/BUN [***] [******] [******] [********]
Uric Acid [***] [******] [******] [********]
Alkaline [***] [******] [******] [********]
Potassium [***] [******] [******] [********]
Clean + Check [***] [******] [******] [********]
* Confidential Treatment Requested
C. Base Sales for Urine Strips shall be calculated on purchase price by
Heska for the year and are set at the following levels:
[********] in 1998 (prorated from date exclusive right
to sell these products in the
territory in obtained)
[********] in 1999
[********] in 2000
[********] in 2001
[********] in 2002
[********] in 2003
[********] in 2004
[********] in 2005
[********] in 2006
[********] in 2007
[********] in 2008
Initial Transfer Price shall be the price for reagent strips prior to
reaching the Base Sales in that year; Subsequent Transfer Price shall
apply once Base Sales are reached, and during the period of non-
exclusivity.
C. Urine Strips
Combur 8 of [***] [******] [******] on
Chemstrip discussion
Combur 9 or [***] [******] [******] on
Chemstrip discussion
D. Reagent Pack for ABC
[******] each, [***] each if over [***] packs ordered and shipped by sea.
E. Accessories
Clinipette Tubes [***] [*******]
Li.Hep. Tubes 1,3 [***] [*******]
Li Hep. Tubes 0,6 [***] [*******]
Li Hip. Tubes 0,3 [***] [*******]
Precinorm U [***] [*******]
All prices include manufacturing, common carriage costs and insurance paid to a
U.S. facility designated by Heska. All prices in U.S. dollars.
* Confidential Treatment Requested
