Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - HESKA CORP | Financial_Report.xls |
| EX-32.1 - CEO AND CFO CERTIFICATION - HESKA CORP | ex32-1.htm |
| EX-10.3 - ZACHARA EMPLOYMENT AGREEMENT - HESKA CORP | ex10-3.htm |
| EX-10.1 - APERFINE EMPLOYMENT AGREEMENT - HESKA CORP | ex10-1.htm |
| EX-31.2 - CFO CERTIFICATION - HESKA CORP | ex31-2.htm |
| EX-31.1 - CEO CERTIFICATION - HESKA CORP | ex31-1.htm |
| 10-Q - FORM 10Q - HESKA CORP | form10q.htm |
| EX-10.2 - MCGINLEY AMENDED EMPLOYMENT AGREEMENT - HESKA CORP | ex10-2.htm |
Exhibit 10.4
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
SUPPLY AND DISTRIBUTION AGREEMENT
This Amendment, effective as of June 1, 2011 (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. 7”, 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”) and Amendment to Supply and Distribution Agreement effective as of October 1, 2008 (hereinafter referred to as “Amendment No. 6”), collectively referred to as the “Original Agreement”.
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1.
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Section 1.2. 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.
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2.
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Section 1.10. A new Section 1.10 “Out-of-Box Failure” consisting of the following is hereby added to the Original Agreement:
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1.10 “Out-of-Box Failure” means an Analyzer which is not in compliance with the specifications as set forth in Appendix B the first time an analyzer is under installation by a Heska employee or subdistributor in a clinic if during the Warranty Period defined in Section 6.1(c).
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3.
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Section 1.11. A new Section 1.11 “Region” consisting of the following is hereby added to the Original Agreement:
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1.11 “Region” means Europe (excluding Denmark, Finland, Norway and Sweden), Australia, New Zealand and Brazil.
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4.
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Section 2.1. Section 2.1 “Distribution Right”, of the Original Agreement is hereby modified by adding the following as the final sentence of Section 2.1:
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Boule hereby grants Heska the non-exclusive right to promote, market, sell and distribute Product in the Field and within the Region.
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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.
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5.
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Section 2.2. Section 2.2 “Subdistributors”, of the Original Agreement is hereby modified by adding the following as the final sentence of Section 2.2:
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Heska shall have the right to appoint subdistributors to promote, market, sell and distribute Product in the Field and within the Region.
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6.
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Section 2.3. Section 2.3 “Restrictions”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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2.3 Restrictions. Without the prior written consent of Boule, Heska undertakes not to manufacture or distribute within the Territory or the Region any products that are similar or identical to or otherwise competing with any of the Products, except that Heska shall have the right to manufacture and/or distribute a five (5) part differential hematology system within the Territory and/or the Region.
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Moreover, Heska will refrain without Boule’s prior written consent, to the extent admissible under any mandatory law applicable to this Agreement, from selling, directly or indirectly, any Products to customers outside the Territory, Region and/or the Field or, to the best of Heska’s knowledge, Products otherwise intended for use outside the Territory, Region and/or outside the Field.
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7.
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Section 2.5. Section 2.5 “New Product Development”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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Boule shall provide timelines acceptable to Heska for the development of [***]. Should Boule fail [***], Heska shall have the right to sell a similar system without the loss of rights to distribute Boule products Heska is then currently distributing, including, without limitation, the rights to distribute Products.
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8.
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Section 3.4. The first paragraph of Section 3.4 “Delivery and Acceptance”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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3.4 Delivery and Acceptance. Product shall be delivered F.O.B. Stockholm, Sweden or F.O.B Beijing, China (INCOTERMS 2000), at Boule’s option, and shall otherwise be delivered in accordance with Heska’s instructions and to the location specified by Heska.
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9.
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Section 3.7 “New Products”, of the Original Agreement is hereby modified by adding the following as the final sentence of Section 3.7:
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Should the Parties fail to reach such terms within 90 days, Heska shall have the right to sell a similar system without the loss of rights to distribute Boule products Heska is then currently distributing, including, without limitation, the rights to distribute Products according to this Agreement, and Boule shall have the right to distribute such New Product through other distributors within the Territory and Region; provided, however, that Boule shall not offer or enter into any agreement or other arrangement with respect to such New Product with a third party on terms more favorable to such third party than those offered in writing to Heska.
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.
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10.
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Section 5.4. Section 5.4 “Complaints/Recalls”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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5.4 Complaints/Recalls. Boule will use reasonable efforts to assist Heska in investigating and correcting any problems Heska or its customers may experience with the Product. Such efforts will include visiting the Territory or Region by Boule’s representatives only where deemed necessary by Boule. Heska will use reasonable efforts to implement any corrective action deemed necessary by Boule. Heska further agrees to reasonably cooperate with Boule in any mandatory or voluntary Product recall by assisting in the notification of all affected customers, using materials and documentation that are mutually acceptable to the Parties. The sharing of Heska’s expenses to implement the corrective action shall be negotiated in good faith.
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11.
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Section 5.7. Section 5.7 “Approvals, Etc.”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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5.7 Approvals, Etc. Heska shall at its own expense obtain all approvals and other authorizations and file all notices which are required to be obtained or filed for the sale and use of the Product in the Territory or the Region. Moreover, Heska shall keep Boule currently informed of all laws, rules and regulations applicable in the Territory or the Region directly affecting the sale and use of the Product. The Parties acknowledge the Products are currently not regulated by any government agency within the Territory or the Region. Should the Products become regulated during the term of this Agreement, the Parties shall negotiate in good faith terms and conditions for allocating the responsibility and costs for obtaining regulatory approval.
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12.
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Section 6.1. Part (c) of Section 6.1 “Warranty”, of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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(c) the Product conforms to the specifications as set forth in Appendix B and are free from defects in material and workmanship during a fifteen (15) month warranty period under normal use from the date of delivery as per Section 3.4 (“Warranty Period”) for the Analyzers and 12 month minimum expiration dating for reagents. The warranty covers, at Boule’s exclusive choice, its replacement or repair of the non-conforming or defective Product. If requested by Boule, Heska shall return to Boule at Boule’s cost and expense the non-conforming or
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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.
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defective Product. In order to avail itself of its rights hereunder Heska shall have given Boule notice in writing of the non-conforming or defective Product within the Warranty Period. Save as stipulated in this paragraph (c) Boule shall not be liable in any respect of any non-conforming or defective Product.
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13.
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Section 6.2 Section 6.2 “Repairs”, of the Original Agreement is hereby deleted is hereby deleted in its entirety and replaced with the following:
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6.2 Repairs: The following is applicable for repairs:
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(a)
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Out-Of-Box Failure Repairs. For Out-of-Box Failures, Boule shall reimburse or credit Heska at $[***] USD per hour up to a maximum of [***] hours per Analyzer for time required to repair such non-conforming Analyzer. In addition, Boule shall reimburse Heska for actual shipping expenses incurred to transport such non-conforming Product to Heska’s designated repair facility up to a maximum of $[***] per Analyzer, and Boule shall provide all parts required to perform repair for Product at no cost to Heska. If requested by Boule, Heska shall return to Boule at Boule’s cost and expense the non-conforming or defective Parts. Heska shall provide Boule an invoice for labor including a copy of the Service Work Order documenting the Out-of-Box Failure repair, and any transportation charges associated with the return of the Product to Heska’s designated service facility.
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(b)
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Warranty Repairs. During the Warranty Period, Heska shall at the request of Boule and may at Heska’s choice elect to provide warranty service at Heska's designated facilities for the repair of defective Products. Boule shall provide all parts required to perform repair for Product under warranty at no cost to Heska. Boule agrees to provide, at Boule's sole expense, one (1) week of service training to Heska's personnel at Heska's facility. Boule further agrees to provide additional training, as requested by Heska, at a mutually acceptable consulting rate. Boule will provide an initial pool of five (5) Analyzers to the extent the BM800 Veterinary Hematology Analyzer (HemaTrue™ Veterinary Hematology Analyzer) is replaced by a similar three (3) part veterinary analyzer, to serve as loaners to Heska's customers during warranty service repairs. The Parties agree that additional Analyzers may be added to the pool of loaner units depending on mean time between failure (MTBF) rates and service turn around times required to perform warranty service repairs.
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13.
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Purchase Minimum. Boule acknowledges Heska has met its minimum purchase obligation for 2008, 2009 and 2010. The minimum purchase commitment for 2011 shall be [***] Analyzers.
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14.
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Appendix A4. Appendix A4 of the Original Agreement is hereby deleted in its entirety and replaced with Appendix A4 attached hereto.
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4
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.
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15.
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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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16.
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Appendix B. Appendix B of the Original Agreement is hereby deleted in its entirety and replaced with Appendix B attached hereto.
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17.
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Mutual Waiver. Both parties agree that all invoices issued as of the Effective Date are proper, accurate and complete and neither party deems the other to be in breach of the Original Agreement as of the Effective Date.
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18.
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No Other Changes. Except as expressly modified by this Amendment No. 7, 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/ Michael J. McGinley By: /s/ Ernst Westman
Name: Michael J. McGinley Name: Ernst Westman
Title: President and Chief Operating Officer Title: Chief Executive Officer
Date: June 29, 2011 Date: June 23, 2011
5
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 A4
This Appendix forms an integrated part of the Supply and Distributorship Agreement between BOULE and HESKA.
Payment for one hundred percent (100%) of the units of the Products listed below shall be made in Euros. The initial Euro price for each of such Products shall be the price set forth below, subject to adjustment for actual changes in raw material and labor costs pursuant to the last paragraph of Section 4.1 of the Supply and Distribution Agreement.
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Boule P/N
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Description
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Price Net
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1010464
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Instrument cover, Heska
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[***] eur
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1010849
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Display Grounding Bar Short
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[***] eur
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1010851
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Display Grounding Bar Long
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[***] eur
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1010921_S
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Start plate VET
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[***] eur
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1020144
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Lid to Cubitainer
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[***] eur
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1021136_S
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Tube holder, Heska
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[***] eur
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1030122
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Flat display cable, shielded
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[***] eur
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1030127_S
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Power cord Main board
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[***] eur
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1030128_S
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Cable blood detector
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[***] eur
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1030129_S
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BB cable, Mixingchamber cable
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[***] eur
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1030140_S
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Cable Coax WBC
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[***] eur
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1030142_S
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Cable, photometer
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[***] eur
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1030143_S
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Ground cable
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[***] eur
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1030146
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Valve cable 5 assy
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[***] eur
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1040017_S
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Contact plate cover ground x10
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[***] eur
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1040079
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Extension spring
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[***] eur
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1050159
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Keyboard folio CBC
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[***] eur
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1060046
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Rubber washer
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[***] eur
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1080030
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Transport Fuse, Tubing
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[***] eur
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1080048
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Door, CBCDiff
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[***] eur
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1080055
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Tube holder
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[***] eur
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1080058_S
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Pinch valve head x10
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[***] eur
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1090719_S
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Switch cable MCI
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[***] eur
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1090787_S
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Cable, Start Micro switch
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[***] eur
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1090796_S
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Switch
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[***] eur
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1090836
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Start plate 1
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[***] eur
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1090842
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Motor assy connected Heska
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[***] eur
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1090910_S
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Tube valve complete
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[***] eur
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1090916_S
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Membrane pump
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[***] eur
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1090919_S
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Level detector complete
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[***] eur
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1090921_S
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WBC measuring chamber complete
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[***] eur
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1090922_S
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Cap. Holder complete RBC
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[***] eur
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1090927_S
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Shear valve complete
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[***] eur
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1090928_S
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Display complete
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[***] eur
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1090929_S
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Display incl. touch BM800
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[***] eur
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1090933_S
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Asp. washing cup complete
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[***] eur
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1090941_S
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Drain cup
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[***] eur
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6
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.
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1090945_S
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RBC measuring chamber complete
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[***] eur
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1091002
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Barcode reader, Medonic
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[***] eur
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1091043_S
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RBC pipette incl. tubes
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[***] eur
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1091044_S
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WBC metering unit incl. tubes
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[***] eur
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1091050_S
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RBC metering unit incl. tubes
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[***] eur
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1091061_S
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WBC pipette incl. tubes
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[***] eur
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1091091_S
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Mixer motor
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[***] eur
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1091149
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Clog Filter Device
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[***] eur
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1091152_S
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Aspiration whole blood
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[***] eur
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1091159
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Level Detector Lyse Vet
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[***] eur
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1091160
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Level Detector Diluent Vet
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[***] eur
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1091161_S
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Liquid filter kpl.
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[***] eur
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1091165_S
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Capillary holder WBC
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[***] eur
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1091220
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Front assy. BM800 Heska
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[***] eur
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1091227_S
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MPA handle assy
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[***] eur
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1091232_S
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MPA assy
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[***] eur
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1091234_S
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CPU board, assy
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[***] eur
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1091244_S
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Valve board BM800 tested
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[***] eur
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1091249
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Bottle tray assy
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[***] eur
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1091250_S
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Level detector yellow assy
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[***] eur
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1091251_S
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Level detector red assy
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[***] eur
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1091252_S
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Level detector blue assy
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[***] eur
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1091268_S
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DC air pump assy.
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[***] eur
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1110047
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Lifting strap
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[***] eur
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1120074_S
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Display board BM800
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[***] eur
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1120078_S
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Switched Powerboard
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[***] eur
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1140103
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Cylindr.isol. C15/15 M4x4 55
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[***] eur
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1140111
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Locking washer
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[***] eur
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1140165
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Locking washer black CCLR2
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[***] eur
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1140258
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Tube PVC 3,0 x 1,5
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[***] eur
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1140614
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Port, Reagent Level Sensor,Red
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[***] eur
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1140615
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Port, Reagent lvl sensor, Ylow
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[***] eur
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1140641
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Clips for door
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[***] eur
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1140643_S
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Transformer BM800
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[***] eur
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1140703_S
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Cable for CAN COM. 0,5m BM800
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[***] eur
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1150495_S
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KNF Liquid Pump
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[***] eur
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1150521
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Repairkit Waste pump KNF
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[***] eur
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1200064
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Back Flush Syringe Kit
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[***] eur
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1301077
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MPA accessories kit
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[***] eur
|
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2604013
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Case long, complete
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[***] eur
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2604014
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Case short, complete
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[***] eur
|
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2606002
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Handle complete
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[***] eur
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4804014
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Ind. lower
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[***] eur
|
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5303042
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Cover plate filter board
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[***] eur
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5304002
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Indicator housing
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[***] eur
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5304008
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Rolled threadball screw
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[***] eur
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5304011
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Guiding rod
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[***] eur
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5304015
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Guiding wheel
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[***] eur
|
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5304026
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Measuring tube
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[***] eur
|
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5304048
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Rear valve
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[***] eur
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5304075
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Housing upper glass cyl.
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[***] eur
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7
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.
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5304077
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Glass Cylinder
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[***] eur
|
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5304085
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Lacquer notation
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[***] eur
|
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5304097
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Detector
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[***] eur
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5304116
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Rear valve part US
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[***] eur
|
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5304167
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Tube, ground connector
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[***] eur
|
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5304174
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Gearbox machining
|
[***] eur
|
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5306002
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Capillary Tube Holder, Complete
|
[***] eur
|
|
5306003
|
Counting cup RBC compete
|
[***] eur
|
|
5306004
|
Counting cup WBC compete
|
[***] eur
|
|
5306006
|
Gearbox complete
|
[***] eur
|
|
5306007
|
Asp. Pipette Whole Blood
|
[***] eur
|
|
5306008
|
Sealing rod complete
|
[***] eur
|
|
5306009
|
Sealing piston complete
|
[***] eur
|
|
5306026_S
|
Mixing cup complete
|
[***] eur
|
|
5306078
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MPA mounted
|
[***] eur
|
|
5306081
|
Motor assy connected
|
[***] eur
|
|
5306103
|
Waste pump 60Hz mounted
|
[***] eur
|
|
5308002
|
Detector cable mix cup CBC
|
[***] eur
|
|
5308004
|
Cable blood detector
|
[***] eur
|
|
5308005
|
Cable Assy servo potm.
|
[***] eur
|
|
5308008
|
Photocell, HGB, complete
|
[***] eur
|
|
5308009_S
|
Cable, coax, RBC, L=420
|
[***] eur
|
|
5308011
|
Cable Assy Start/Stop
|
[***] eur
|
|
5308013
|
Cable Assay HGB lamp
|
[***] eur
|
|
5308014
|
Cable Assy optoswitch/syring
|
[***] eur
|
|
5309001
|
PCB CPU 530 complete tested
|
[***] eur
|
|
5309011
|
PCB power mounted tested
|
[***] eur
|
|
5309021
|
PCB amplifier mounted & tested
|
[***] eur
|
|
5814036
|
Mixing cup
|
[***] eur
|
|
5814064
|
Asp. pip. predil. blood / upps
|
[***] eur
|
|
5814142
|
Valve part f.
|
[***] eur
|
|
5814143
|
Valve house
|
[***] eur
|
|
6209001
|
PCB display mounted tested
|
[***] eur
|
|
9970119
|
Tubing FEP 0.7 x 1.5
|
[***] eur
|
|
9980001
|
Repair kit for waste pump
|
[***] eur
|
|
9990455
|
Washer 0734 nylon svart
|
[***] eur
|
|
9990598
|
Filter VG9 4mm Ø 8
|
[***] eur
|
|
9990970
|
Pin CP 4*25 A1m6
|
[***] eur
|
|
9990973
|
Gearbox type F, 4 1/6
|
[***] eur
|
|
9991148
|
Rod Sealing Guidence Cap
|
[***] eur
|
|
9991161
|
Plastic cover PVC print Medoni
|
[***] eur
|
|
9991197
|
Plastic cover PVC 350*430*
|
[***] eur
|
|
9991619
|
Bi pin lamp with tech.addendum
|
[***] eur
|
|
N/A
|
Vet Mixing rotor 3 ml (HemaTrue)
|
[***] eur
|
8
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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|||
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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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9
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 B
Product Specifications: HemaTrue™ Veterinary Hematology Analyzer
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Measuring principle RBC, WBC, PLT
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Impedance
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Measuring principle HGB
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Photometer, Cyanide free method 535nm ±5nm
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Programmable WBC Discriminator
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Yes
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Sampling system
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Closed shear valve
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Parameters reported
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RBC, MCV, HCT, PLT, MPV, HGB, MCH, MCHC, WBC, RDW%, RDW abs, LYMPH abs, MONO abs, GRAN abs, LYMPH%, MONO%, GRAN %
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Size distributions printed for
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RBC, PLT and WBC diff
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Aspirated blood volume (open tubes)
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< 125 µl
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Blood volume using the Micropipette Adapter (MPA)
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20 µl
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LCD
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Graphical color touch screen, 240 columns x 320 rows
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Keyboard
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Virtual incorporated keyboard (External keyboard possible)
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Analysis time
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< 1 minute
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QC capabilities
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Mean, SD, CV, Levey-Jennings
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HGB correction on high WBC counts
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Yes
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System information messages on parameter abnormalities
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Yes
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Floating discriminator RBC/PLT
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Yes (position printed)
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Automatic HGB blank on each sample
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Yes
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Carry over
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RBC, HGB, WBC ≤ 1%, PLT ≤ 2%
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Barcode reader input
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Yes
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Serial output
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Yes (Conformed to standard EN 60950)
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Power consumption (operational)
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Max 100 VA
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Power consumption (standby)
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Max 20 VA
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Mains frequency
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50-60 HZ
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Mains voltage
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100-240 VHZ
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Effective mains current
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Max. 2 A
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Certified external mains power supply
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AML 150PS24 >2556 or FDF 1503-A-24-C14 (51441)
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Built-in test/adjustment programs
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Yes
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Temperature
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18-32° C (64-90° F)
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Humidity (non-condensing)
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Up to 80%
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Dimensions
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(HxWxD) 410x290x460 mm (16.1 x 11.4 x 18.1 in)
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Weight
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≤ 18 kg (Standard Version) (≤ 40 lb)
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10