Exhibit 10.7

Confidential Materials omitted and filed separately with the

AGREEMENT

THIS AGREEMENT is made effective as of the 16th day of October, 2003, between IDEXX Operations, Inc., a Delaware corporation whose principal place of business is at 6100 East Shelby Drive, Memphis, Tennessee 38141, U.S.A. (?IDEXX?) and Ortho-Clinical Diagnostics, Inc., a New York corporation with offices at 100 Indigo Creek Drive, Rochester, New York, U.S.A. (?OCD?).

WHEREAS, OCD has been a supplier of analyzers for human applications and dry slides, and IDEXX has been a supplier of analyzers for animal applications;

WHEREAS, OCD and IDEXX Laboratories, Inc. (?IDEXX Parent?), the parent company of IDEXX, entered into a supply agreement effective as of January 1, 1999 (the ?Prior US Agreement?) with respect to the supply of VITROS slides in the United States and Asia for use on the VETTEST Analyzer (as defined below); and

WHEREAS, OCD and IDEXX Europe B.V. (?IDEXX BV?) entered into a supply agreement effective as of January 1, 1999 with respect to the supply of VITROS slides in Europe for use on the VETTEST Analyzer (the ?Prior Europe Agreement?), and intend to amend and restate the Prior Europe Agreement shortly after the date hereof to make certain modifications thereto; and

WHEREAS, OCD, IDEXX Parent and IDEXX BV entered into that certain Operations Agreement effective as of January 1, 1999 (the ?Operations Agreement?); and

WHEREAS, OCD, IDEXX Parent and IDEXX BV entered into that certain Amendment, Release and Settlement Agreement dated as of September 12, 2002 (the ?Settlement Agreement?) for purposes of, among other things, amending the Prior US Agreement, the Prior Europe Agreement and the Operations Agreement and resolving certain disputes between the parties; and

WHEREAS, OCD and IDEXX desire to expand their relationship in order to create a New Analyzer (as defined below) for animal applications, which will expand the sales of OCD?s dry slides and IDEXX?s analyzers, and to make IDEXX products more competitive;

WHEREAS, OCD and IDEXX through this Agreement desire to combine certain of their respective skills and intellectual property and to invest significant capital to create the New Analyzer and related panel holder design, which is expected to provide a better product offering to customers;

WHEREAS, this Agreement will ensure IDEXX of a continuing supply of Dry Slides necessary for its continued sale of analyzers, including the New Analyzer.

WHEREAS, OCD and IDEXX now desire to enter into new arrangements for the supply and development of diagnostic slides and analyzers, the terms and conditions of which are documented herein;

NOW THEREFORE, the parties hereby agree as follows:

1.

DEFINITIONS

In this Agreement the following expressions shall have the meaning set opposite them.

2

3

All references to currency in this Agreement shall mean U.S. Dollars unless otherwise specifically indicated.

2.		EFFECTIVE DATE OF AGREEMENT
		2.01 This Agreement shall become effective upon the Commencement Date. This Agreement shall apply solely within the Territory; except that Sections 3.04, 3.05 and 3.06 shall apply worldwide.
3.		DEVELOPMENT OF NEW ANALYZER AND NEW SLIDE/PANEL DESIGN

3.01

IDEXX and its affiliates shall, at their expense, and with cooperation from OCD as set forth below, devote chemistry instrument development resources to the development and launch of the New Analyzer. IDEXX and its affiliates shall use

4

 

			commercially reasonable efforts to achieve commercial launch of such analyzer within the United States within [**] years of the Commencement Date. IDEXX shall have control and management of New Analyzer development, and sole approval of New Analyzer specifications.
	3.02		IDEXX and its affiliates shall, at their expense, design, develop and validate the New Slide/Panel Design, together with the injection molding tooling for the panel holder and associated label content and art work. IDEXX shall have control and management of New Slide/Panel Design development, and sole approval of New Slide/Panel Design specifications.
	3.03

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