AMENDMENT NO. 4 TO AGREEMENT

AMENDMENT NO. 4 TO

AGREEMENT

AMENDMENT, effective as of December 28, 2011 (this “Amendment”) to the Agreement, dated as of October 16, 2003, between IDEXX Operations, Inc. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc. (“OCD”).

WHEREAS, OCD and IDEXX have entered into that certain Agreement dated as of October 16, 2003, as amended by Amendment No. 1 thereto effective January 1, 2005, by Amendment No. 2 thereto effective October 15, 2006, and by Amendment No. 3 thereto effective January 18, 2008 (as so amended, the “Agreement”), regarding supply by OCD of dry slides for IDEXX veterinary chemistry analyzers;

WHEREAS, the parties wish to resolve a dispute under the Agreement as more fully described herein; and

WHEREAS, IDEXX and OCD wish to amend certain terms of the Agreement and the Europe Agreement to reflect the foregoing resolution;

NOW, THEREFORE, the parties agree as follows:

In this Amendment, terms capitalized but not defined herein shall have the meanings set forth in the Agreement. The following expressions shall have the meanings set forth opposite them:

The parties acknowledge and agree that the covenants and agreements set forth herein represent a compromise and resolution of the Dispute. In consideration of entering into this Amendment and the corresponding amendment of the Europe Agreement, each party hereby waives and releases any claims such party has, had or may in the future have against any other party regarding the Dispute.

(b) No later than January 31, 2012, representatives from the respective finance departments of IDEXX and OCD will meet to discuss and come to agreement on the Difference.

(c) No later than the [**], IDEXX and IDEXX BV collectively will pay to OCD [**] of the Difference. The Difference payment shall be appropriately taken into account when calculating the Final Blended Price in accordance with Section 7.02(b) of the Agreement.

The parties hereto agree that the Agreement shall be amended as follows:

7.02(a) The prices for Dry Slides shall be in accordance with Schedule 5. At a given volume of aggregate slide purchases by IDEXX and IDEXX BV in a given calendar year, the corresponding pricing in Schedule 5 applies to the total aggregate volume of slides purchased in such calendar year by IDEXX and IDEXX BV. Effective January 1, 2013, no [**] will apply. In the event of an automatic extension of the Term pursuant to Section 18.02, pricing for calendar years after 2028 shall be increased yearly by [**]% over the prior year.”

4.11 Effective January 1, 2013, Section 7.02(e) of the Agreement is hereby amended to read in its entirety as follows:
“(e) With respect to slides ordered for delivery on or after January 1, 2013, if IDEXX’s share of Special Event Costs (as defined below) for the most recently completed calendar year has increased on a per VETTEST slide basis as compared with IDEXX’s share of Special Event Costs for the calendar year preceding the most recently completed calendar year, by an amount that exceeds [**] above the [**]% annual increase incorporated into Schedule 5, then OCD shall be permitted to increase the price of each slide sold to IDEXX by the amount of such excess. “Special Event Costs” means the aggregate net amount of (i) [**] with respect to [**] on which [**], (ii) [**] in the [**], and (iii) [**] as a result of [**]. “IDEXX’s share” of any of the foregoing shall mean the [**] that is attributable to the [**]. No later than January 31 of each calendar year during the Term (beginning in 2013), OCD shall provide to IDEXX a summary of all Special Events Costs for the previous calendar year. IDEXX shall have the option to pay such Special Events Costs in quarterly installments during the then-current calendar year or as a lump-sum payment no later than March 31 of each then-current calendar year.”

4.12 Section 9.04(c) of the Agreement is hereby amended to read in its entirety as follows:
“(c) Should IDEXX sell or cause to be sold for use in the field of diagnostic testing of non-human animals any product, other than the New Analyzer (which includes without limitation [**]), whose scope includes four or more of the chemistries identified on Schedule 5, then OCD may, in its sole discretion, terminate the provisions of Section 9.04(a) immediately upon written notice to IDEXX. If OCD delivers such notice of termination of Section 9.04(a) under this Section 9.04(c), then IDEXX may in its discretion terminate the provisions of Section 9.03(a) of this Agreement immediately upon written notice to OCD.”

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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed in duplicate by their respective authorized representatives the day and year first written above.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. A total of 15 pages were omitted pursuant to a request for confidential treatment.