Item 1.01.
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Entry into a Material Definitive Agreement.
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Effective as of October 31, 2024, IDEXX Laboratories, Inc. and certain of its affiliates entered into: (i) an Amendment No. 9 (the "U.S. Amendment") to the Agreement effective as of October 16, 2003 between IDEXX Operations, Inc. and Ortho-Clinical Diagnostics, Inc. ("Ortho"), as amended by Amendment Nos. 1 to 8 and the Letter Agreement dated July 28, 2023 (the "Original U.S. Supply Agreement" and as amended by the U.S. Amendment, the "U.S. Supply Agreement")) and (ii) an Amendment No. 7 (the "European Amendment") to the Agreement effective as of October 16, 2003 between IDEXX B.V. and Ortho, as amended by Amendment No. 1 to 6 and the Letter Agreement dated July 28, 2023 (the "Original European Supply Agreement" and as amended by the European Amendment, the "European Supply Agreement").
The U.S. Supply Agreement and European Supply Agreement provide for the supply by Ortho of dry slides for our veterinary chemistry analyzers, and the modifications made by the U.S. Amendment and European Amendment to the Original U.S. Supply Agreement and Original European Supply Agreement include, but are not limited to:
•An extension of the expiration dates of the Original U.S. Supply Agreement and Original European Supply Agreement to the end of 2044, and
•Modifications to the pricing arrangements, including volume tiers and associated pricing over the contract terms.
The foregoing description is qualified in its entirety by reference to the Original U.S. Agreement and Original European Agreement, which are filed as Exhibits 10.1 to 10.21 to IDEXX's Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference, as amended by the U.S. Amendment and the European Amendment.