This Supply Agreement ("Agreement") is entered into as of October 11, 2002 between bioMerieux, Inc., a
Missouri corporation ("BMX"), and OraSure Technologies, Inc., a Delaware corporation ("OSUR").
BMX, through its predecessor, Organon Teknika Corporation, a Delaware corporation, and OSUR, through its
predecessor, Epitope, Inc., an Oregon corporation, previously entered into a Supply Agreement (the "Original
Supply Agreement") and Distribution Agreement (the "Original Distribution Agreement"), each dated as of April
1, 1994. Pursuant to the Original Supply Agreement, BMX agreed to supply all of OSUR's requirements of
Antigen (as defined below) in connection with the research and development, manufacture, use and sale of
Products (as defined below) to BMX under the Original Distribution Agreement. Pursuant to the Original
Distribution Agreement, OSUR appointed BMX and its Affiliates (as defined below) as exclusive distributor of
the Products. BMX and OSUR desire to enter into this Agreement in order to amend and restate the terms of the
Original Supply Agreement.
In consideration of the mutual covenants contained herein, and the premises set forth above, the parties hereby
amend and restate the Original Supply Agreement in its entirety, and agree as follows:
1.1 "Affiliate" shall mean any individual or entity that controls, is controlled by, or is under common control with,
the specified party. For purposes of this definition, "Control" shall mean direct or indirect beneficial ownership of
more than 50% of the voting stock, ownership interest or income interest in an entity.
1.2 "Antigen" shall mean purified disrupted Human Immunodeficiency Virus Type 1, H-9 (HIV-1) strain
produced by BMX's Affiliate(s) and supplied hereunder by BMX as described in the Specifications. The Antigen
may be produced via either BMX's Prostak process (referred to as "Prostak Antigen") or, if made available by
BMX and included in the Produ