AMENDMENT NO.5 TO AGREEMENT

Exhibit 10.2

AMENDMENT NO.5 TO

AGREEMENT

THIS AMENDMENT NO.5 TO AGREEMENT (this “Amendment”) is made effective as of July 9, 2019, between IDEXX Europe B.V., a corporation organized under the law of The Netherlands (“IDEXX”) and Ortho-Clinical Diagnostics, Inc., a New York corporation with offices at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx, X.X.X. (“OCD”).

WHEREAS, OCD and IDEXX have entered into that certain Agreement dated as of October 17, 2003, as amended by Amendment No. 1 thereto effective January 1, 2005, Amendment No. 2 thereto effective January 18, 2008, Amendment No. 3 thereto effective December 28, 2011, and Amendment Xx. 0 xxxxxxx xxxxxxxxx Xxxxxxxx 0, 0000, (xx so amended, the “Agreement”), regarding supply by OCD of dry slides for IDEXX veterinary chemistry analyzers;

WHEREAS, OCD desires to discontinue manufacture of the Drop Volume Slide and Drop Volume Fluid and IDEXX agrees to amend the Agreement to reflect the foregoing;

NOW THEREFORE, the parties hereby agree as follows:

1. Schedule 5-A to the Agreement is hereby amended as follows:

a.Drop Volume Fluid (Catalog Number 6802784) and Drop Volume Slides (Catalog Number 6802789) are hereby deleted each of from (a) the list of Catalyst Slides -- Other, and (b) the list of Consumables (Products Not Included Under Tiered Slide Pricing).

2.Exhibit A (Specifications) to the Agreement is hereby amended as follows:

i. Purchase Material Specification for each of Drop Volume Fluid (Catalog Number 6802784) and Drop Volume Slides (Catalog Number 6802789) are hereby deleted.

3.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.

4.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 EUROPE B.V.
By: /s/ Xxxxx Xxxxxxxxx			By: /s/ Xxxx Xxxx
Name: Xxxxx Xxxxxxxxx			Name: Xxxx Xxxx
Title: EVP, Portfolio Strategy & Marketing			Title: Corporate Vice President
Date: February 19, 2020			Date: Xxx-00-0000

Xxxxxxxxxxxx and consented to, solely as guarantor pursuant to Section 30 of the Agreement:

IDEXX LABORATORIES, INC.

By: _____________________________

Name: __________________________

Title: ___________________________

Date: ___________________________