[***] 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
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").
WHEREAS, ARK is a manufacturer and distributor of clinical diagnostic instruments and Heska is a
manufacturer and/or distributor of hematology instruments, reagents and other products targeted to veterinary
WHEREAS, ARK desires to appoint Heska as a distributor and Heska wishes to obtain such distribution rights
to market and sell Automated Clinical Chemistry Analyzer Model SP-4430 (hereinafter referred to as "Product")
as defined herein, effective from the date of the execution of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants herein contained,
the parties hereby agree as follows:
ARK appoints Heska as a distributor to promote, market, service and sell Product effective from the date of
execution of this Agreement, and Heska agrees to accept such appointment subject to and in accordance with the
following terms and conditions.
Product means product to be comprised of Automated Clinical Chemistry Analyzer Model SP-4430
("Analyzer") and those related spare parts, consumables and reagents manufactured by ARK to be used to
analyze blood in patients as listed in Appendix A and as amended from time to time by mutual written agreement
of the parties.
ARK and Heska agree that the brand name and