Exhibit 10.29

[***] — 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.

SUPPLY AND LICENSE AGREEMENT

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”).

WHEREAS, Heska is engaged in the development, manufacture, marketing and sale of products for use in animal health and has the capability of manufacturing such products for third parties;

WHEREAS, Schering is engaged in the business of developing, manufacturing, marketing and sale of certain veterinary products;

WHEREAS, Schering desires Heska to supply the Product (as defined below) for the exclusive marketing and sales by Schering in the veterinary channel; and

WHEREAS, the Parties (as defined below) anticipate the commercial launch of the Product in September or October, 2003.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties hereby agree as follows:

1.                                       Definitions

1.1  “Adverse Event” shall mean: (a) any unexpected or expected side effect, injury, toxicity or sensitivity reaction associated with the clinical use, studies, investigations or tests of the Product, whether or not attributable to the Product; (b) any unexpected side effects, injury, toxicity, sensitivity reaction or any unexpected incidence or severity thereof occurring in humans from exposure during the manufacture, testing, or handling of any Product; or (c) any failure of the Product to exhibit its expected pharmacological activities.

1.2  “Affiliate” shall mean: (a) a business entity that owns, directly or indirectly, a controlling interest in a Party to this Agreement, by stock ownership or otherwise; or (b) a business entity that is majority owned by a Party to this Agreement, either directly or indirectly, by stock ownership or otherwise; or (c) a business entity, the majority ownership of which is directly or indirectly common to the majority ownership of a Party to this Agreement.  The term “control” as used herein shall mean the direct or beneficial ownership of greater than fifty percent (50%) of the voting share capital of such corporation or business entity.

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[***] — 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.

1.3  “Calendar Year” shall mean, with respect to the first Calendar Year, the period commencing on the Effective Date and ending on December 31 of the same year.  The second and all subsequent Calendar Years shall commence on January 1 and end on December 31 of each year thereafter.  “Calendar Quarter” shall mean each three (3) month period ending on the last day of March, June, September and December.

1.4   “Effective Date” shall mean the date first noted above.

1.5   “FDA” shall mean the United States Department of Food and Drug Administration.

1.6   “Heska” shall mean Heska Corporation and its Affiliates.

1.7   [***]

1.8   “Party or Parties” shall mean Heska and/or Schering as the context indicates.

1.9   [***] set forth in Appendix D.

1.10  [***]

1.11  “Product” shall mean the chewable tablets for dogs (ivermectin and pyrantel in proprietary, highly palatable tablet-based formulation) under ANADA No. 200-338.

1.12  “Product Quality Complaint” shall mean: (a) information that causes the Product or its labeling to be mistaken for, or applied to, another article; (b) information concerning any bacteriological contamination, or any significant chemical, physical, or other change or deterioration in the Product, or any failure of one of more distributed batches of the Product to meet the specifications set forth in Appendix B; or (c) any other product quality complaint that is related to the Product’s identity, strength, quality, or purity or that alleges a product defect.

1.13  “Responsible Person” shall mean the individual designated by Schering or Heska from time to time, who has responsibility for ensuring compliance with (a) the Adverse Event and Product Quality Complaint requirements, (b) requirements of 21 CFR § 510.300 and 21 CFR § 514.80, and (c) quality assurance requirements on behalf of Schering and Heska for the Product.

1.14  “Schering” shall mean Schering-Plough Animal Health Corporation and its Affiliates, if any.

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[***] — 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.

1.15  “Territory” shall mean the United States, its territories, commonwealths and possessions.

1.16  “Veterinarians” shall mean veterinarians, veterinary clinics and veterinary hospitals that will provide the Product only to their patients in a situation in which there is a doctor-patient relationship between a veterinarian and the patient with respect to the Product.  Veterinarians also shall include veterinary distributors and e-commerce outlets that sell the Product under a prescription to veterinarians, veterinary clinics and veterinary hospitals.

2.                                       Supply of Product

2.1                                 Supply.

(a)           During the term of this Agreement, Heska shall be the exclusive supplier of the Product to Schering solely for the exclusive distribution and sale of the Product by Schering to Veterinarians in the Territory.  Schering shall have the right to [***] with its sale of the Product in the Territory.

(b)           [***]

(c)           [***]

2.2           Forecasts.  At least thirty (30) days prior to each Calendar Quarter, Schering shall provide Heska with a rolling forecast of the quantity of the Product that will be needed by Schering for each of the next twelve (12) months. Each forecast shall specify the estimated requirements for the Product by month, with anticipated shipment dates specified for the first four (4) months of each forecast.  The balance of the forecast shall represent reasonable estimates for planning purposes and shall not obligate Schering to purchase or Heska to supply the specified quantities.

2.3           Purchase Orders.  Schering shall submit to Heska a firm written purchase order specifying the types, quantities and shipment date of the Product that it desires to purchase at least one hundred and twenty (120) days prior to the requested shipment date.  Heska will review each written purchase order within ten (10) business days of receipt and issue either a written confirmation of acceptance or its proposed modification in writing, including, without limitation, a modified shipment date to accommodate Heska’s scheduling requirements.  Should the modification be unacceptable, Schering shall notify Heska in writing of its intent to cancel the purchase order within ten (10) business days from the receipt of Heska’s proposed modification.  If Schering does not provide Heska with a written notice (including, without limitation, electronic mail) of its intent to cancel within the specified time period, the modification shall be deemed accepted by Schering.  Schering may not cancel purchase orders for the Product that have been formally

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[***] — 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.

accepted by Heska. Notwithstanding the foregoing, Heska hereby represents that it shall, at all times, use commercially reasonable efforts to diligently complete and ship (or cause to be diligently completed and shipped) any such purchase orders of Schering.  In the event that Heska allows an extended backorder of the Product for a period of more than sixty (60) days, except in the case of a force majeure event as defined in Section 9.8 hereof, Heska shall provide Schering with a discount of ten percent (10%) for such purchase order.  Should the backorder extend to more than ninety (90) days, Heska shall provide Schering with a discount of twenty percent (20%) for such purchase order. Notwithstanding the foregoing, Product shipment dates for purchase orders with a 2003 shipment date shall not be subject to the discounts set forth herein, although Heska shall use commercially reasonable efforts to ship such Product under a schedule mutually agreed to by the Parties.

2.4           Shipment and Delivery.  The Product shall be shipped in accordance with Schering’s written instructions provided in each purchase order accepted by Heska and to the location designated by Schering.  With respect to all purchase orders, title to the Product and the risk of loss, theft, destruction or damage to the Product shall pass from Heska to Schering upon delivery of the Product to the common carrier designated for shipment.

2.5           Acceptance and Rejections.

(a)           Each shipment of the Product to Schering shall be accompanied by a certificate of analysis.  The certificate shall be issued in compliance with the specifications set forth in Appendix B, a copy of which is attached hereto and made a part hereof, which specifications shall be used for the acceptance or rejection of the Product by Schering.

(b)           Schering shall inform Heska in writing of its rejection of any Product for visible defects within five (5) business days after receipt of the Product and shall specify the basis for the rejection.  If the basis for the rejection is mutually agreed to by the Parties, Schering may return the Product at Heska’s expense for refund or credit, such choice of refund or credit to be at the choice of Heska.  Failure by Schering to reject a shipment of the Product in accordance with this Section 2.5(b) shall be deemed to be an acceptance of the Product.

2.6           Minimum Purchase Sizes.  The minimum purchase size per purchase order shall be as specified in Appendix A, a copy of which is attached hereto and made a part hereof.

2.7           [***]

2.8           Recalls.  In the event:  (i) any government authority issues a request, directive or order that the Product be recalled, or (ii) a court of competent jurisdiction

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orders such a recall, or (iii) Heska or Schering reasonably determines that the Product should be recalled because such Product does not conform to the specifications identified in Appendix B hereof, the Parties shall take all appropriate corrective action reasonably requested by the other Party, by any government agency or by any court order, as the case may be.  In the event such recall results from the fault of a Party, such Party shall pay all costs associated with the recall.  For purposes of this Agreement, the expenses of a recall shall mean all reasonable expenses of notification and destruction, all reasonable processing and transportation costs of both Parties in the return of the recalled Product, and the cost of the replacement Product if and when available.

2.9           Maintenance of Regulatory Approval.  Heska shall be solely responsible for all costs, filings, studies or other actions required to obtain and maintain regulatory approval allowing for the sale and distribution of the Product in the Territory during the period of time that Heska is the exclusive supplier of Schering’s requirements for the Product.  Schering shall provide reasonable, non-financial assistance as requested by Heska for such purpose.

2.10         Labels.  Heska shall pay the cost of obtaining approved labels for the Product and shall provide such labels with the Product for sale and distribution by Schering.  The Parties hereby agree that any modification which reflects (a) a change of the company name or logo from Heska to Schering, and/or (b) an addition of the company name or logo of Schering, on or to the packaging or labeling of the Product shall be made at no cost to Schering as long as Schering shall provide Heska with the artwork for any such change or addition.  Should Schering wish to make any other substantive changes to the labels provided by Heska, Schering shall pay for all costs associated with obtaining regulatory approval of and producing such modified labels.

2.11         No Modification or Analysis of Product.  Unless otherwise agreed by Heska in writing, Schering shall not:  (a) sell the Product other than in its original, unmodified, and unused condition, (b) remove, obscure or modify any label supplied by Heska, (c) add any label or mark to any Product without the prior written consent of Heska, nor (d) promote any Product under any name or mark other than the names and trademarks provided by Heska without the prior written consent of Heska.  Schering acknowledges that the Product formulation is a trade secret and agrees not to analyze the Product, nor have the Product analyzed, for purposes of identifying the Product formulation.  Notwithstanding the foregoing, Schering shall have the right to have the Product analyzed by an independent third party for purposes of complying with applicable laws, if and whenever necessary, with the prior written consent of Heska, which consent shall not be unreasonably withheld, provided that the independent third party only discloses whether the Product complies with applicable laws and will not disclose any confidential information pertaining to the identification of the Product formulation.

2.12         Resale.  Nothing in this Agreement shall restrict Schering’s right to determine the resale price of the Product to Veterinarians in the Territory.

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2.13         Sales Efforts.  Schering shall use commercially reasonable efforts to develop and promote the sale and distribution of the Product to Veterinarians in the Territory.  Such activities shall include incorporating the Product into Schering’s promotional literature, provided that Schering shall furnish Heska with copies of all such promotional materials.  Schering represents and warrants it shall not intentionally advertise or promote any false or misleading information about the Product.

2.14         Customer Support.  Schering shall maintain throughout the Territory customer service phone support to explain the labeled uses of the Product.

2.15                           Document and Reserve Sample Retention.

(a)           All documents, records and reports associated with the manufacture, holding, storage, packaging or testing of the Product at Heska’s facility or on behalf of Heska shall be retained by or on behalf of Heska for not less than five (5) years from the date of manufacture, or as otherwise directed by Schering if less than five (5) years.  All such documents, records and reports must be prepared and retained by Heska in accordance with 21 C.F.R. § 211.180 and in such a manner that they are (i) readily retrievable and (ii) stored in an environment suitable to prevent damage or loss.  Heska shall provide copies of all such documents and reports to Schering as reasonably requested and as set forth in Section 5.3 hereof.

(b)           Heska shall retain in accordance with 21 C.F.R. § 211.170 reserve samples of the Product that are representative of each lot in each shipment of the Product.

2.16         Packaging Requirements. Unless otherwise specified by Schering, Heska shall package and pack the contents of each purchase order in a manner that is: (a) in accordance with good commercial practice, (b) acceptable to common carriers for shipment, and (c) adequate to insure safe arrival of the goods at the named destination. Heska shall mark all containers and packaging with the necessary lifting, handling and shipping information.  Each shipment shall be accompanied by a packing slip, which shall include the applicable purchase order number.

2.17                 Adverse Events and Product Quality Complaints.

 A.                   Adverse Event. 

(a)           Heska and Schering shall notify the other Party in writing (including, without limitation, electronic mail) of any Adverse Event that either Party becomes aware of from any source and in any form relating to the Product within three (3) business days of receiving that information by transmitting it to the Responsible Person at Schering or Heska, as appropriate.  All such information shall be transmitted in English to the Responsible Person of each Party in accordance with such instructions as the Responsible Person of each Party shall provide to the other Party from time to time.   Such notice shall include the name, address, and

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telephone number of the initial reporter making the complaint or report of an Adverse Event, the Product involved, the nature of the Adverse Event, and such other information as Schering and Heska may reasonably require.

(b)           Heska and Schering shall provide all reasonable and necessary information and assistance to Schering in connection with the investigation of any Adverse Event, including, without limitation, (i) completion by Heska or Schering, as appropriate, of Schering’s form entitled “Product Experience Form”; (ii) Schering’s requests to Heska for additional information relating to an Adverse Event; (iii) if applicable, Heska’s requests to Schering to contact the initial reporter of an Adverse Event; and (iv) requests to employ one or more health care professionals to contact the initial reporter of an Adverse Event.  Schering shall provide Heska with the results of, and description of any action taken with respect to, Schering’s investigation including all information required for completion of FDA Form ED-1932 within ten (10) business days of the first notice of the Adverse Event.

(c)           Heska and Schering shall forward to each other all information, including, but not limited to, initial and follow-up reports, that becomes known to either Party from any source and in any form relating to any Adverse Event on a monthly basis by transmitting such information to the Responsible Person of the other Party.  All such information shall be transmitted in English to such Responsible Person in accordance with such instructions as such Responsible Person shall provide to Heska and Schering from time to time.

(d)           The requirements of Sections 2.17A(a)-(c) hereof shall apply whether or not such information (i) would be reportable by Schering or Heska to a governmental entity under the applicable legal and regulatory requirements relating to Adverse Events and (ii) relates to any Adverse Event that has already been reported to one or more governmental entities.

(e)           Heska shall notify Schering of any communication provided to or received from any governmental entity relating to any Adverse Event or other safety issue for any Product, within three (3) business day(s) of receiving such communication, by transmitting any written communication documentation, and a written synopsis of any oral communication to the Responsible Person at Schering as provided in Section 2.17A(a) hereof.

(f)            Heska shall promptly transmit to the Responsible Person at Schering, upon such Responsible Party’s request, any summary safety documents prepared regarding the Product, including, but not limited to, periodic reports required by 21 CFR § 510.300 and 21 CFR § 514.80 within three (3) business days of their completion.

(g)           Disclosure by Heska or Schering of records and information concerning any Adverse Event to the other Party under Section 2.17 hereof shall continue as long as Schering continues to market the Product.

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(h)           Schering and Heska shall meet, in a timely fashion and from time to time as may be reasonably required, to implement the Adverse Event reporting and consultation procedures prescribed in this Section 2.17.

(i)            The Parties acknowledge the regulated nature of Heska’s and Schering’s businesses and operations, and, therefore, covenant to negotiate in good faith to make changes to this Section 2.17 as may be necessary or appropriate to comply with changes in applicable law or regulations relating to Adverse Event reporting, and to amend their policies and procedures to enable each Party to comply with applicable laws and regulations and its reporting of Adverse Event information.

(j)            The holder of the registration for the Products shall have the sole right to make or file any report, or otherwise make any disclosure, with respect to any Adverse Event.

B.                    Product Quality Complaint.

(a)           Schering shall immediately upon receipt, transmit to the Responsible Person at Heska, to the extent known by Schering: (i) information that causes the Product or its labeling to be mistaken for, or applied to, another article; (ii) information concerning any bacteriological contamination, or any significant chemical, physical, or other change or deterioration in the Product, or any failure of one or more distributed batches of the Product to meet its specifications; or (iii) any other product quality complaint that is related to the Products’ identity, strength, quality or purity or alleges a product defect.

(b)           Heska shall submit immediately to the FDA and also transmit to the Responsible Person at Schering within three (3) business days any reports of Product Quality Complaints as required under 21 CFR 510.300 and 21 CFR § 514.80.

(c)           Heska and Schering shall, within ten (10) calendar days of receipt, transmit to the Responsible Person of the other Party any Product Quality Complaint not encompassed in Section 2.17B(a)-(b) hereof.

(d)           Schering reserves the right to handle, process, and respond to all customer technical and Product Quality Complaints related to the Product, including complaints related to the ingredients or components of the Product.  Heska agrees to cooperate with Schering, at Schering’s request, to enable Schering to investigate and respond to such complaints, but only to the extent set forth in Section 2.17 hereof.

(e)           Notwithstanding the foregoing, Schering shall immediately notify Heska upon Schering’s receipt of a Product Quality Complaint or any other complaints regarding the Product.  Notification shall be given by telephone, with a facsimile confirmation following within one (1) business day.  Schering shall,

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at Heska’s request, assist Heska in investigating all such complaints.  Schering shall be responsible for addressing all complaints related to Schering’s marketing, distribution, order processing, shipping and handling of the Product to its customers; Heska shall be responsible for addressing all other complaints relating to the Product.  Neither Party shall have the authority to bind the other Party in the settlement of any complaints made by a third party.

C.            Written Procedures, Recordkeeping and Audits.

(a)           Schering and Heska shall develop and maintain written procedures for the surveillance, receipt, evaluation, and reporting of Adverse Event and Product Quality Complaint information for the Products as required under 21 CFR § 510.300 and 21 CFR § 514.80.

(b)           Schering and Heska shall maintain complaint files regarding the finished Product, the ingredients or components thereof, and the manufacturing processes either for the finished Product or that may relate to the quality of the finished Product or its ingredients or components.

(c)           Each Party shall maintain records of information concerning all Adverse Events for the Product for a period of at least five (5) years.   Each Party shall maintain records of information concerning Product Quality Complaints for the Product for a period of at least three (3) years.  Each Party shall provide the other Party with reasonable access to all information in the other Party’s possession or control relating to Adverse Events and Product Quality Complaints within five (5) business days of receiving the information; provided, however, any access by Schering shall not include any information pertaining to the identification of the Product formulation.

(d)           Each Party shall allow access to its facilities, systems, personnel, and records, in whatever form and in any location (including locations owned and operated by a third-party), as reasonably necessary to enable the other Party, and any third party designated by the other Party, to evaluate and ensure compliance with this Section 2.17, with 21 CFR § 510.300 and 21 CFR § 514.80, and with any other applicable legal or regulatory requirements provided, however, any access by Schering shall not include any information pertaining to the identification of the Product formulation.

D.            Marketing Materials. Schering shall be responsible for filing advertising, mailing pieces, and any labeling devised for the promotion of the Product at the time of dissemination or publication or at other intervals as required by 21 CFR § 510.300 and 21 CFR § 514.80.  Schering shall provide Heska with copies of such filings and reports within five (5) business days.

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[***] — 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.

3.             Trademarks

3.1           [***]

3.2           Trademark Warranty.  Heska warrants and represents that to the best of its knowledge (a) the Trademark is not involved  in any pending or threatened lawsuit in the Territory, (b) Heska has not received any written notice of infringement of the rights of others with respect to the Trademark, (c) no other firm, corporation, association or person has the right to use the Trademark on the goods on which they are now being used in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person to cause confusion with the Trademark, and (d) no third party is claiming any ownership or right to use said Trademark.

3.3           [***]

3.4           Schering’s License and Use.  Heska grants to Schering, a non-exclusive license (with right to sublicense) the right to use Heska’s name and logo in connection with the promotion, distribution and sale of the Product in the Territory during the term of this Agreement in accordance with applicable laws and Heska’s policies regarding advertising and trademark usage as established and amended by Heska from time-to-time.  Moreover, Schering shall include Heska’s name and logo in any literature, promotional materials or advertising which Schering produces or distributes concerning the Product.  In addition, Schering shall not use Heska’s name and logo other than with respect to the direct promotion and sales of the Product.

3.5           Ownership of Trademarks.  Each Party acknowledges that subject to the terms of this Agreement, the licensed trademarks, names and logos are and shall remain the sole property of the respective Parties as identified herein and agrees not to do anything inconsistent with that ownership or to contest the ownership thereof.  Each Party further agrees that all use of the licensed trademarks, trade names and logos by it shall inure to the benefit of, and be on behalf of, the Party owning such trademarks, trade names and logos.

4.             Fees, Prices and Payment

4.1           License Fee.   Schering agrees to pay Heska a one-time fee of [***], which sum shall be non-refundable and non-creditable toward any payments specified herein, due and payable upon FDA approval of the Product in the Territory.  Payment shall be made by wire transfer to: Wells Fargo Bank, 633 Seventeenth Street, Denver, CO 80202 RTN#: 121000248, Acct# 4496-860776, Account Name: Heska Corporation - Lockbox Account.

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[***] — 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.

4.2           Prices.

(a)           Heska shall supply the Product to Schering at the transfer prices set forth in Appendix A, a copy of which is attached hereto and made a part hereof, through the first anniversary of the Effective Date.  Thereafter, Heska reserves the right, upon at least one hundred and twenty (120) days’ written notice to Schering, which notice shall be furnished to Schering prior to the beginning of the next Calendar Year, to increase or decrease the price once per Calendar Year to reflect any increase or decrease in raw material and/or direct labor costs, provided any increase due to direct labor costs shall not be more than the annual increase of the Consumer Price Index during the preceding year.

(b)           Notwithstanding Section 4.2(a) hereof, the current transfer prices of any of the three (3) sizes of the Product shall be changed only upon the following conditions: (i) [***], or (ii) [***].  Any reduction due to (i) or (ii) hereof shall become [***] for purposes of determining future price reductions or increases under this Section 4.2(b).

If either condition under (i) or (ii) above occurs, Schering shall notify Heska in writing and provide reasonable written documentation of such condition.  If accepted by Heska, which acceptance shall not be unreasonably withheld, then the current transfer prices of the affected tablet size(s) of the Product shall be reduced by Heska [***], then the current transfer price of the respective tablet size(s) of the Product shall increase by such percentage up to, but no higher than, the respective transfer price(s) set forth in Appendix A or as amended per Section 4.2(a).

(c)           All prices are F.O.B. Heska and are exclusive of any federal, state, county or municipal sales or use tax, excise, customs charges, duties or similar charge, or any other tax assessment (other than taxes assessed against Heska’s income), insurance, license fee (excluding regulatory license fees), or other similar charge lawfully assessed or charged on the sale or transportation of the Product, all of which shall be the responsibility of Schering.

4.3           Payment.  Schering shall pay Heska within forty-five (45) days of receipt of each invoice for the Product supplied by Heska.  Any late payments of invoices or other payments to be paid by Schering under this Agreement shall be subject to interest at the annual prime rate plus two and a half percent (2.5%).

4.4           United States Dollars.  All fees, prices and payments shall be in United States Dollars.

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5.             Warranties, Audits and Indemnification

5.1                                 Product Warranty.

(a)           Heska warrants that the Product supplied under this Agreement shall meet the specifications set forth in Appendix B hereof.  HESKA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT.  ALL OTHER WARRANTIES, EXPRESS OR IMPLED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

(b)           If the Parties determine that the Product fails to meet the specifications set forth in Appendix B hereof and such failure is not the fault of Schering, then Schering may return the defective Product at Heska’s expense for a refund or credit, at Heska’s sole option.

(c)           Heska represents, warrants, and covenants that the Product sold to Schering pursuant to this Agreement shall: (i) be manufactured, packaged, and labeled in accordance with Good Manufacturing Practices, any substantive equivalent of Good Manufacturing Practices in the Territory, the specifications of Appendix B hereof, and the terms of this Agreement; (ii) be free of all defects and deleterious materials; (iii) not be adulterated or misbranded under the provisions of the Federal Food and Drug Cosmetic Act, as amended by the FDA Modernization Act of 1997; (iv) be manufactured, packaged, and tested to ensure that the Product meets the specifications of Appendix B hereof for identity, potency, quality, purity, and stability; (v) be manufactured in accordance with the quality control program which Heska shall maintain during the term and any subsequent term of this Agreement; (vi) bear a true and accurate expiration date as set forth in the specifications of Appendix B hereof; and (vii) have, as of the date of receipt of such Product at the facility of Schering, a remaining shelf life of not less than three (3) months shorter than the total stated shelf life of such Product as set forth in Section 5.1(c)(vi) above.  Heska shall use its best efforts to extend the expiration date to a total stated shelf-life consistent with the total stated shelf life of HEARTGARDâ Plus for dogs manufactured by Merial Limited, as determined by stability studies, such studies to begin with the first three (3) lots of Product produced under this Agreement.  For purposes of this Agreement, the term “Good Manufacturing Practices” shall mean all laws, regulations, and other applicable quality standards for manufacture, production, or other handling of the Product, as established under applicable laws, including, without limitation, the current Good Manufacturing Practices now or hereafter in effect and as amended from time to time by any governmental authority in the Territory.