AMENDMENT NO. 2 TO AGREEMENT

Exhibit 10.4

AMENDMENT NO. 2 TO
AGREEMENT

THIS AMENDMENT NO. 2 TO AGREEMENT (this “Amendment”) is made effective as of the 15^th day of October, 2006, between IDEXX Operations, Inc., a Delaware corporation whose principal place of business is at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000, X.X.X. (“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 16, 2003, as amended by Amendment Xx. 0 xxxxxxx xxxxxxxxx Xxxxxxx 0, 0000 (xx 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 further the Agreement as set forth in this Amendment.

NOW THEREFORE, the parties hereby agree as follows:

1. Capitalized terms used in this Amendment, which are not otherwise defined, have the respective meanings ascribed to them in the Agreement.

2. Section 3.03 of the Agreement is amended by replacing “third anniversary of the Commencement Date” with “fourth anniversary of the Commencement Date” in the second sentence thereof.

3. Except as modified by this Amendment, all provisions of the Agreement shall continue in full force and effect.

IN WITNESS WHEREOF and intending to be legally bound, the parties hereto have caused this Amendment No. 2 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/ Xxxx Xxxxx		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxx Xxxxx				Name: Xxxxxxx X. Xxxxxx
		Title: V.P. North America Sales				Title: Chief Scientific Officer

	The foregoing Amendment No. 2 to the Agreement dated as of October 16, 2003 between IDEXX Operations, Inc. and Ortho-Clinical Diagnostics, Inc. is hereby consented to and acknowledged by: IDEXX LABORATORIES, INC., solely as guarantor pursuant to Section 30 of the Agreement
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Scientific Officer