THIRD AMENDMENT TO AMENDED AND RESTATED BOVINE VACCINE DISTRIBUTION AGREEMENTBovine Vaccine Distribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Iowa
This Third Amendment (“Third Amendment”) is entered into as of the 26th day of May, 2006 (“Effective Date”) by and between DIAMOND ANIMAL HEALTH, INC., an Iowa corporation with offices at 2538 Southeast 43rd Street, Des Moines, Iowa 50317 (“Diamond”) and AGRI LABORATORIES, LTD., a Delaware corporation, with offices at 20927 State Route K, St. Joseph, Missouri 64505 (“Distributor”) as an amendment to that certain Amended and Restated Bovine Vaccine Distribution Agreement dated as of September 30, 2002 between Diamond and Distributor (the “Original Agreement”), as amended by that certain First Amendment dated as of September 20, 2004 (the “First Amendment”) and that certain Second Amendment dated as of December 10, 2004 (the “Second Amendment”) (collectively, the “Agreement”).
ContractCredit and Security Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
[***] — Certain information in this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
HESKA CORPORATION 1997 STOCK INCENTIVE PLAN1997 Stock Incentive Plan • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Delaware
This Agreement is entered into on 1 August 2003 (“Effective Date”), by and between Heska Corporation, a Delaware corporation, having a principal place of business at 1613 Prospect Parkway, Fort Collins, Colorado 80525 (“Heska”) and Schering-Plough Animal Health Corporation, a Delaware corporation, having a place of business at 1095 Morris Avenue, Union, New Jersey 07083-1982 (“Schering”).
HESKA CORPORATION 1997 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (OUTSIDE DIRECTORS)Stock Option Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
Vesting/ Exercisability This option is immediately exercisable, but subject to vesting as indicated in the Notice of Stock Option Grant. In the event of termination of your service as an Outside Director of the Company, any unvested shares issued upon exercise are subject to repurchase by the Company at the same price as the original Exercise Price Per Share. The Company’s right to repurchase such shares shall lapse as the shares become vested as indicated in the Notice of Stock Option Grant.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
This Amendment, dated as of December 5, 2006, is made by and between Heska Corporation, a Delaware corporation (“Heska”), Diamond Animal Health, Inc., an Iowa corporation (“Diamond”) (each of Heska and Diamond may be referred to herein individually as a “Borrower” and collectively as the “Borrowers”), and Wells Fargo Bank, National Association, operating through its Wells Fargo Business Credit operating division (the “Lender”).
DISTRIBUTION AGREEMENTDistribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
THIS AGREEMENT entered into as of this 16th day of February, 2001 (“Effective Date”), by and between ARKRAY Inc., a Japanese corporation, having its principal office at 57 Nishi Aketa-cho, Higashikujo, Minami-ku, Kyoto 601-8045, Japan (hereinafter referred to as “ARK”), and Heska Corporation, Delaware corporation having its principal office at 1613 Prospect Parkway, Fort Collins, Colorado 80525, U.S.A. (hereinafter referred to as “Heska”).
SECOND AMENDMENT TO AMENDED AND RESTATED BOVINE VACCINE DISTRIBUTION AGREEMENTBovine Vaccine Distribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Iowa
This Second Amendment (“Second Amendment”) is entered into as of the 10th day of December, 2004 (“Effective Date”) by and between DIAMOND ANIMAL HEALTH, INC., an Iowa corporation with offices at 2538 Southeast 43rd Street, Des Moines, Iowa 50317 (“Diamond”) and AGRI LABORATORIES, LTD., a Delaware corporation, with offices at 20927 State Route K, St. Joseph, Missouri 64505 (“Distributor”) as an amendment to that certain Amended and Restated Bovine Vaccine Distribution Agreement dated as of September 30, 2002 between Diamond and Distributor (the “Original Agreement”), as amended by that certain First Amendment dated as of September 20, 2004 (the “First Amendment”) (together, the “Agreement”).
DISTRIBUTION AGREEMENTDistribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
[***] — Certain information on this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
DISTRIBUTION AGREEMENTDistribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
THIS AGREEMENT made and entered into effective as of November 1, 2004 (the “Effective Date”), by and between ARKRAY Global Business, Inc., a Japanese corporation with its principal office at 57 Nishi Aketa-cho, Higashikujo, Minami-ku, Kyoto 601-8045, Japan (hereinafter referred to as “AGB”) and HESKA Corporation, a Delaware corporation with its principal office at 1613 Prospect Parkway, Fort Collins, Colorado 80525, U.S.A. (hereinafter referred to as “HESKA”),
HESKA CORPORATION 1997 STOCK INCENTIVE PLANStock Option Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances)
Tax Treatment This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Heska Corporation, a Delaware corporation with its principal office at 1613 Prospect Parkway, Fort Collins, Colorado 80525 (“Company”) and Nancy Wisnewski (“Employee”), effective as of April 15, 2002.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Heska Corporation, a Delaware corporation with its principal office at 3760 Rocky Mountain Avenue, Loveland, CO 80538 (“Company”) and John R. Flanders (“Employee”) effective as of December 11, 2006.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
This Separation and Release Agreement (the “Agreement”) is made between Carol Talkington Verser, Ph.D (the “Employee”) and Heska Corporation (the “Company”) as of the 31st day of December 2006. The Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”
HESKA CORPORATION 2003 EQUITY INCENTIVE PLANStock Option Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
Tax Treatment This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant. To the extent this option is designated an incentive stock option and it does not qualify as an incentive stock option under applicable laws, it will be treated as a nonstatutory option.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Iowa
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Diamond Animal Health, Inc., an Iowa corporation with its principal office at 2538 S.E. 43rd Street, Des Moines, Iowa (“Company”) and Michael McGinley (“Employee”), effective as of May 1, 2000.
SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • March 30th, 2007 • Heska Corp • Biological products, (no disgnostic substances) • Colorado
This Agreement entered into by and between Heska Corporation, a Delaware corporation, having a principal place of business at 1613 Prospect Parkway, Fort Collins, Colorado 80525 (“Heska,”) and Boule Medical AB, a Swedish corporation, having a principal place of business at Vastberga Alle 32, P.O. Box 42056, SE-126 13 Stockholm, Sweden (“Boule”).
