Prepared by R.R. Donnelley Financial -- Form 10-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qel4erdZSEH92QmM5UK1s4aPVP3QNh2ysGAkQN+sMQgOtrsIC90UDNi/JOmIKz1t TvvVbK6NvYZssZVh4qbUKQ== 0000898430-02-001234.txt : 20020415 0000898430-02-001234.hdr.sgml : 20020415 ACCESSION NUMBER: 0000898430-02-001234 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11303 FILM NUMBER: 02597625 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 10-K405 1 d10k405.htm FORM 10-K Prepared by R.R. Donnelley Financial -- Form 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2001

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-11303

SYNBIOTICS CORPORATION

(Exact name of registrant as specified in its charter)

California		95-3737816
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

11011 Via Frontera San Diego, California		92127
(Address of principal executive offices)		(Zip Code)

(858) 451-3771

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

The aggregate market value of the common stock held by non-affiliates of the registrant as of March 21, 2002 was approximately $2,044,000 based on the closing sale price as reported by the NASD over-the-counter bulletin board.

As of March 21, 2002, 9,610,979 shares of common stock were outstanding.

Documents Incorporated by Reference

The registrant’s definitive proxy statement to be prepared pursuant to Regulation 14A and filed in connection with the solicitation of proxies for its July 30, 2002 Annual Meeting of Shareholders is incorporated by reference into Part III of this Form 10-K.

SYNBIOTICS CORPORATION

INDEX

		Page

	Part I

Item 1.	Business	1

Item 2.	Properties	3

Item 3.	Legal Proceedings	3

Item 4.	Submission of Matters to a Vote of Security Holders	4

	Part II

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	5

Item 6.	Selected Financial Data	5

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 8.	Financial Statements and Supplementary Data	18

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41

	Part III

Item 10.	Directors and Executive Officers of the Registrant	41

Item 11.	Executive Compensation	41

Item 12.	Security Ownership of Certain Beneficial Owners and Management	41

Item 13.	Certain Relationships and Related Transactions	41

Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	41

PART I

Item 1. Business

General

Synbiotics Corporation is a leading provider of rapid diagnostic and laboratory diagnostic products for the animal health care industry. We are one of a small number of companies that focuses exclusively on animal health and we are the second largest provider of diagnostic products to the animal health market.

Our strategy in the animal health business is to grow from our established position in the market through new products and technologies, expanded distribution, enhanced marketing and acquisitions and licensing. We are combining our ability to generate products through research and development, acquisitions, and licensing agreements with our ability to distribute products through established global channels. Our product portfolio consists of 96 diagnostic test kits and detection devices. Many of our products hold strong positions in their specific markets.

In January 2000, we acquired W3COMMERCE, LLC, an Internet marketing services company operating in both the animal health industry and in other industries. After making a substantial investment in W3COMMERCE, we decided to exit the Internet services business and sold 84% of W3COMMERCE back to its original owners at the end of 2000.

Market and Product Overview

We sell our products both in the United States and in foreign countries. The total number of family owned dogs and cats is estimated to exceed 120 million in the United States alone. We believe that our current and intended future products will offer veterinarians an opportunity to improve the quality and expand the scope of veterinary health care services.

Our most commercially successful products are our canine heartworm diagnostics (representing 39% of 2001 sales). We estimate that we have approximately a 30% share of the estimated $30 million U.S. heartworm diagnostics market. Sales of these products have historically been strongest during the first half of the year when distributors purchase merchandise to sell to veterinarians for the heartworm season.

Marketing

We sell our products in the United States, Canada, Europe, Asia and, to a limited extent, Latin America. In the United States, we market our line both directly and through independent distributors which, taken together, have approximately 90 outlets, 600 field sales representatives, and 200 telemarketing representatives covering the 25,000 veterinary clinics throughout the country. Sales to laboratories and other centralized facilities (approximately 50 in the U.S.) are handled directly. Outside the United States, we sell our small-animal products through distributors and on an original equipment manufacturer (“OEM”) basis, and our large-animal products directly to laboratories. We maintain a marketing and sales force, which trains distributor representatives, responds to technical inquiries, promotes products directly to veterinarians, advertises and promotes products through direct mail and journal advertisements, and provides other marketing support functions.

Manufacturing

We manufacture most of our products at our facilities located in San Diego, California, Rome, New York and Lyons, France. However, we rely on outside manufacturers for our WITNESS^® canine heartworm and feline leukemia diagnostic products, our VetRED^® product and our SCA 2000^™ products. Our WITNESS^® canine heartworm and feline leukemia diagnostic products and our VetRED^® product are licensed to us by their respective outside manufacturers.

Patents and Trade Secrets

We believe that our proprietary technology is an important competitive factor in our business, and that protection of our intellectual property rights is a high priority. The basic hybridoma (the cell that produces the monoclonal antibody) technology is in the public domain and is therefore not patentable. However, numerous improvements, variations and applications of hybridoma technology may prove to be patentable. Considering the difficulty of enforcing any patent rights to such improvements, and the rapid advancements in the field, we generally seek, and will continue to seek, to protect our interests by treating our particular variations in the production of monoclonal antibodies as trade secrets. We also pursue, and intend to continue to aggressively pursue, protection for new products, new methodological concepts, and compositions of matter through the use of patents where obtainable. We currently are in litigation to enforce our important canine heartworm patent against a competitor. At present, we have been granted 13 U.S. patents and we have one U.S. patent pending.

Government Regulation

Most diagnostic test kits for animal health applications marketed in the U.S. require approval by the United States Department of Agriculture (“USDA”). Germany and Japan are the only foreign countries in which we market our diagnostic products that require governmental approval for animal diagnostic products. Our instrumentation products are not subject to USDA regulation. Our canine semen freezing products and canine ovulation timing diagnostic products fall within the definition of devices as that term is defined in the Federal Food, Drug, and Cosmetic Act and, therefore, may be subject to regulation by the FDA.

Our manufacturing facilities in San Diego and Lyons, France are licensed by the USDA and adhere to Good Manufacturing Practices (“GMP”) standards. The instrumentation manufacturing facility located in Rome, New York is not licensed by the USDA as the manufactured products are not subject to USDA regulation. Our French manufacturing facility is not licensed by any foreign regulatory agency as there is no licensing requirement. The manufacturing facilities of our important suppliers are subject to licensing and regulatory approval in both the United States and Europe.

In addition to the foregoing, our operations may be subject to future legislation and/or rules issued by domestic or foreign governmental agencies with regulatory authority relating to our business.

Competition

We believe that we are the second-leading competitor in the animal health diagnostic market. Most of our competitors are either small divisions of larger human health and chemical companies or smaller companies that sell veterinary products while trying to diversify into the higher profile, and more regulated, human health field. The principal competitor in the industry is IDEXX Laboratories, Inc., a publicly traded company with annual revenues of $386,000,000 (for 2001) that develops, manufactures, and distributes detection and diagnostic products for animal health, food, and environmental testing applications.

The market for animal health care products is extremely competitive. Companies in the animal health care market compete to develop new products, to market and manufacture products efficiently, to implement effective research strategies, and to obtain regulatory approval. Our current competitors include IDEXX Laboratories, a significantly larger company, and Heska Corporation. These companies have greater financial, manufacturing, marketing, and research resources than we do. In addition, IDEXX Laboratories prohibits its distributors from selling competitors’ products, including ours. Further, additional competition could come from new entrants to the animal health care market. We cannot assure you that we will be able to compete successfully in the future or that competition will not harm our business.

Research and Development

The Company spent approximately $1,823,000 and $2,210,000 on research and development activities during the years ended December 31, 2001 and 2000, respectively. These figures include both internal research and development and expenditures under contracts for research and development activities with outside parties relating to certain veterinary diagnostic products which utilize licensed technology.

Employees

As of December 31, 2001, we had a total of 138 employees worldwide, 133 of whom were full-time.

Raw Materials

The manufacturing of diagnostics and diagnostic instruments requires raw materials which generally are, and have been, readily available from several sources.

Financial Information About Industry Segments and Financial Information About Foreign and Domestic Operations and Export Sales

See Note 12 to our financials statements in Item 8 of Part II of this Form 10-K.

Item 2. Properties

We lease two buildings in San Diego, California. The buildings contain approximately 49,000 square feet of space, and house our corporate and sales headquarters, executive offices, U.S. research and development laboratories and manufacturing facilities. In addition, the manufacturing and research and development facilities related to our instrumentation products (exclusive of our SCA 2000^™) are housed in a 6,000 square foot building located in Rome, New York. We also lease an approximately 25,000 square foot building in Lyons, France which houses Synbiotics Europe’s (“SBIO-E”) corporate and sales headquarters, executive offices, research and development laboratories and manufacturing facilities. We also lease a Malvern, Pennsylvania facility for operating our PennHIP^® business, a sales office in Kansas City, Missouri, and a research office in College Park, Maryland.

We believe that these facilities are adequate for our current level of operations.

Item 3. Legal Proceedings

Synbiotics Corporation v. Heska Corporation – United States District Court for the Southern District of California

On November 12, 1998, we filed a lawsuit against Heska Corporation (“Heska”) claiming that Heska infringes a patent owned by us, which covers both our and Heska’s heartworm diagnostic products. On January 14, 1999, Heska filed a counterclaim against us seeking a declaratory judgment that our patent is invalid and unenforceable. We deny Heska’s allegations that our patent is invalid and unenforceable, and plan to vigorously defend our patent against the allegations. In the event that we were to lose our lawsuit against Heska, we believe our only direct liability would be our out-of-pocket legal expenses. Although Heska’s counterclaim does not include a claim for damages, if we were to lose on Heska’s counterclaim, we could face additional competition for our canine heartworm diagnostic products as other third parties would be able to manufacture products incorporating our patented technology. The lawsuit is scheduled for trial in May 2002.

MTrade Comercio Importacao E Exporta, a Brazilian corporation, vs. Synbiotics Corporation – San Diego County Superior Court

On August 3, 2001, MTrade Comercio Importacao E Exporta, a Brazilian corporation, (“MTrade”) filed a lawsuit against us alleging a breach of contract related to a distribution agreement for certain of our products

which we terminated due to MTrade’s lack of performance under the agreement. In January 2002, MTrade withdrew its complaint, and re-filed the complaint in March 2002. We have not been served with the re-filed complaint. The lawsuit seeks $700,000 in actual damages, as well as unspecified damages, plus court costs and attorney fees. We are exploring with MTrade the possibility of mediating the dispute. If mediation is unsuccessful, we plan to vigorously defend ourselves against the lawsuit.

The London Manhattan Company, Inc. vs. Synbiotics Corporation – South Carolina Court of Common Pleas

In March 2002, The London Manhattan Company, Inc. (“London Manhattan”) filed a lawsuit against us alleging breach of contract and breach of contract accompanied by a fraudulent act, because we did not pay London Manhattan an investment banking fee in conjunction with the January 2002 Redwood transaction. We had terminated the investment banking agreement with London Manhattan seven months prior to the Redwood transaction, and London Manhattan had no involvement with the Redwood transaction. We have not been served with the complaint. The lawsuit seeks unspecified damages, but an earlier demand letter from London Manhattan demanded $140,000. We plan to vigorously defend ourselves against the lawsuit.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item

5. Market for Registrant’s Common Equity and Related Stockholder Matters

Our common stock is quoted in the NASD over-the-counter bulletin board under the symbol SBIO. Price ranges reported are the high and low sale price information as reported by the NASD over-the-counter bulletin board. Such market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual prices. No cash dividends have ever been paid on our common stock, and we do not anticipate paying cash dividends on our common stock in the foreseeable future. As of March 21, 2002, there were approximately 576 shareholders of record of our common stock.

Year	Quarter	High		Low
2000	1st Quarter	$	7.13	$	2.44
	2nd Quarter	$	3.50	$	2.00
	3rd Quarter	$	3.28	$	2.00
	4th Quarter	$	2.09	$	0.25

2001	1st Quarter	$	0.88	$	0.38
	2nd Quarter	$	0.70	$	0.23
	3rd Quarter	$	0.42	$	0.12
	4th Quarter	$	0.34	$	0.13

Item 6. Selected Financial Data

	Year Ended December 31,
	2001		2000			1999			1998			1997
	(In Thousands, Except Per Share Data)
Consolidated Statement of Operations Data:
Total revenues	$	27,521	$	31,329		$	30,696		$	31,534		$	23,618
Income (loss) before extraordinary item		431		(17,920	)		(1,694	)		(1,911	)		207
Net income (loss)		431		(18,518	)		(1,566	)		(1,911	)		207
Basic income (loss) per share:
Income (loss) before extraordinary item		0.04		(1.93	)		(0.20	)		(0.23	)		0.02
Net (loss) income		0.04		(2.00	)		(0.19	)		(0.23	)		0.02
Diluted income (loss) per share:
Income (loss) before extraordinary item		0.04		(1.93	)		(0.20	)		(0.23	)		0.02
Net income (loss)		0.04		(2.00	)		(0.19	)		(0.23	)		0.02

	December 31,
	2001		2000			1999			1998			1997
	(In Thousands)
Consolidated Balance Sheet Data:
Total assets	$	26,502	$	32,202		$	44,531		$	45,930		$	42,111
Long-term obligations		10,943		7,508			10,356			10,856			10,783

Item

7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K contains both historical financial information and forward-looking statements. Forward-looking statements are characterized by words such as “intend”, “plan”, “believe”, “will”, “would”, etc. Historical financial information may not be indicative of future financial performance. In fact, future financial performance may be materially different than the historical financial information presented herein. Moreover, the forward-looking statements about future business or future

results of operations are subject to significant uncertainties and risks, including those detailed under the caption “Certain Risk Factors”, which could cause actual future results to differ materially from what is suggested by the forward-looking information.

Results of Operations

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Our net sales for the year ended December 31, 2001 decreased by $4,579,000 or 15% from the year ended December 31, 2000. The decrease reflects a decrease in our sales of vaccine products of $4,664,000, an increase in our diagnostic product sales of $1,084,000 and a decrease in our instrument product sales of $999,000. The decrease in our vaccine sales is due solely to Intervet’s inability to supply us with FeLV vaccine, resulting in our decision on June 1, 2001 to exit the vaccine business. Our increase in diagnostic sales is due to an increase in sales of our canine heartworm diagnostic products of $2,038,000 and an increase in our sales of poultry diagnostic products of $180,000, which we acquired in April 2000, offset by an increase in performance rebates earned by distributors during 2001 of $1,134,000. The increased sales of our canine heartworm diagnostic products are due to increased sales by our distributors, resulting from our working more closely with them and utilizing unique and aggressive promotional programs such as the Witness^® Challenge. The increase in our sales of poultry diagnostic products was a result of having a full year of sales in 2001 compared to less than nine months in 2000, but 2001 sales were hurt by manufacturing problems at our supplier, which resulted in a June 2001 recall of substantially all of our poultry diagnostic products. Our instrument product sales decreased primarily due to our decision in the fourth quarter of 2000 to scale back our instrument manufacturing operations, and we are planning to dispose of this line of business in 2002.

We recognize revenue from product sales when title and risk of loss transfers to our customer, which is generally upon shipment. Amounts we charge to our customers for shipping and handling are included in our net sales. We provide promotional discounts and rebates to certain of our distributors. Based upon the structure of these rebate programs and our past history, we are able to accurately estimate the amount of rebates at the time of sale. These rebates are recorded as a reduction of our net sales. We recognize license fee revenue ratably over the license term when we have further performance obligations to our licensee. In the event that we have no further performance obligations to our licensee, we recognize license fee revenue upon receipt.

On June 1, 2001, we assigned our FeLV vaccine distribution agreement with Intervet to Merial Limited, Merial S.A.S. and Merial, Inc. (collectively “Merial”). In exchange, Merial waived its right to sell back to us 621,000 shares of our common stock at $5.00 per share (the “Put Right”). Merial also agreed to allow us to pay accrued royalties totalling $613,000 under a separate agreement ($175,000 of which was due in May 2001 and the remainder of which was due in October 2001) in ten monthly installments of $61,300 which began in July 2001. If we fail to meet this royalty payment obligation, the Put Right will revert to Merial. When the final royalty payment has been made in April 2002, and the Put Right is extinguished, we will reclassify the mandatorily redeemable common stock to shareholders’ equity. We have made all scheduled payments through March 2002.

In March 1999, we amended our U.S. FeLV vaccine supply agreement with Merial, and we received $1,453,000 which we were recognizing as license fee revenue over the remaining life of the supply agreement. Because we assigned our distribution agreement with Intervet to Merial, we have no further contractual obligations under the supply agreement and we recognized, in June 2001, the remaining $868,000 of deferred license fee revenue. Our vaccine sales totalled $4,968,000 and $6,013,000 during 2000 and 1999, respectively, of which $1,500,000 and $1,040,000 was sold to Merial in France in 2000 and 1999, respectively.

Our cost of sales as a percentage of our net sales was 44% during the year ended December 31, 2001 compared to 55% during the year ended December 31, 2000 (i.e., our gross margin increased to 56% from 45%). The higher gross margins are a direct result of these factors:

•

the decreased vaccine sales which have historically had low margins, and

•

increased sales of our poultry diagnostic products which have significantly higher margins.

Among our major products, our DiroCHEK^® canine heartworm diagnostic products are manufactured at our facilities, whereas our WITNESS^® canine heartworm and feline leukemia diagnostic products, VetRED^® and the

SCA 2000^™ products are manufactured by third parties. Our poultry diagnostic products were manufactured for us by a third party during 2001 and 2000. In addition to affecting our gross margins, outsourcing of manufacturing renders us relatively more dependent on the third-party manufacturers.

We are currently in the process of transferring the manufacturing of our poultry diagnostic products from our supplier to our manufacturing facilities in San Diego. Some of these products have already been successfully transferred, and we expect the transfer to be completed by the end of the first quarter of 2002. We believe that our gross margins on these products will improve as we will have more products to absorb our fixed manufacturing costs.

Our research and development expenses decreased by $387,000 or 18% during the year ended December 31, 2001 as compared to the year ended December 31, 2000. The decrease is due primarily to the decrease in our instrument research and development effort in conjunction with the scaling back of our instrument manufacturing operations, and decreases in patent legal expenses commensurate with reduced patent filing activities. Our research and development expenses as a percentage of our net sales were 7% during the years ended December 31, 2001 and 2000, respectively.

Our selling and marketing expenses decreased by $3,198,000 or 34% during the year ended December 31, 2001 as compared to the year ended December 31, 2000. The decrease is due primarily to the disposition of W3COMMERCE (our Internet marketing services subsidiary) at the end of 2000, the termination of our direct-to-veterinarian telemarketing group during the third quarter of 2000 and a concerted effort to reduce our print media advertising. Our selling and marketing expenses as a percentage of our net sales were 24% and 31% during the years ended December 31, 2001 and 2000, respectively.

Cash was extremely tight for us throughout 2001, and at times we were on credit hold with several of our key suppliers. Our lack of liquidity during the year may have had a detrimental impact on our business in 2001. It is unclear whether any impact on our business would continue in 2002.

Our general and administrative expenses during the year ended December 31, 2001 did not change significantly from the year ended December 31, 2000. Our general and administrative expenses as a percentage of our net sales were 24% and 21% during the years ended December 31, 2001 and 2000, respectively.

Our net interest expense decreased by $407,000 or 30% during the year ended December 31, 2001 as compared to the year ended December 31, 2000, due to decreases in the prime rate during 2001, as well as the fact that our $2,813,000 convertible note payable to W3COMMERCE was extinguished on January 1, 2001 in conjunction with our sale of 84% of our investment in W3COMMERCE.

We recognized a benefit from income taxes of $11,000 during 2001 as compared to a provision for income taxes of $8,791,000 during 2000. The change is primarily due to permanent differences between income for financial reporting purposes and tax reporting purposes in 2000 related to impairment losses, and an increase in our deferred tax asset valuation allowance in 2000 of $9,372,000. Due to the change in our ownership resulting from the January 2002 Redwood transaction, our utilization of both Federal and state net operating carryforwards is limited to $148,000 per year. As a result of this limitation, $14,439,000 of our Federal net operating loss carryforwards, and $911,000 of our state net operating loss carryforwards, may expire before they can be utilized.

2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease ($1,446,000, $1,451,000 and $1,199,000 in 2001, 2000 and 1999, respectively), and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001. We will adopt FAS 142 on January 1, 2002. In connection with the adoption of FAS 142, we will be required to perform a transitional goodwill impairment assessment. We have not yet determined the impact these standards will have on our results of operations and financial position.

On October 3, 2001, the FASB issued Statement of Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“FAS 144”). FAS 144 supercedes FAS 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” FAS 144 applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30 (“APB 30”), “Reporting Results of Operations—Reporting the Effects of Disposal of a Segment of a Business”. FAS 144 develops one accounting model for long-lived assets that are to be disposed of by sale. FAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Additionally, FAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. FAS 144 is effective for us January 1, 2002, and we believe there will be no material impact on our results of operations due to the adoption of FAS 144.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Our net sales for the year ended December 31, 2000 increased $636,000 or 2% over the year ended December 31, 1999. The increase reflects an increase in our diagnostic product sales of $420,000 and an increase in our instrument product sales of $1,261,000, while sales of our vaccine products decreased $1,045,000. The increase in our sales of diagnostic products is primarily due to sales of the KPL poultry diagnostic products which we acquired in April 2000, offset by the effect of aggressive promotional discounts in the United States during the first quarter of 2000 which attempted to respond to increased competition in the canine heartworm diagnostic market. While our canine heartworm diagnostic sales in units increased, these sales were at reduced average selling prices. Our U.S. heartworm sales in units during the first half of 2000 increased by 6% over the first half of 1999, yet our sales in dollars for these products decreased by 17%. In Europe, sales of our large animal diagnostic products decreased due to increased competition, and a change in the timing of mandated disease eradication testing required by certain European governmental authorities. Tests that used to be required annually are now only required to be performed every other year. The weakening of the French franc against the U.S. dollar also negatively impacted our reported European diagnostic sales. Our instrument product sales increased due to sales in the U.S. and in Europe (as these instruments have obtained the European CE mark), increased sales of reagents resulting from increased placements of instruments, and a full year’s worth of sales of our SCA 2000^™ blood coagulation timing instrument, which we introduced during the second quarter of 1999. Our decreased vaccine sales reflects the absence of sales of vaccines to private label partners which we discontinued during the third quarter of 1999 because we were unable to obtain a supply of a crucial manufacturing material, as well as Intervet’s inability to manufacture FeLV vaccine at the end of 2000 with which we could have filled Merial’s orders. At the end of 2000 there were backorders of $1,200,000 for FeLV vaccine for shipment to Merial in Europe.

All of our vaccine products (exclusive of our FeLV vaccine products) were manufactured using bulk antigen fluids that were supplied by a third party. The supply agreement expired and we were unable to locate a replacement supplier for these bulk antigen fluids. We decided to discontinue the sales of the affected products once our remaining supplies were exhausted, which occurred during the third quarter of 1999. Sales of the affected products totaled $1,645,000 and $2,073,000 during 1999 and 1998, respectively.

Our cost of sales as a percentage of our net sales was 55% during the year ended December 31, 2000 compared to 52% during the year ended December 31, 1999 (i.e., our gross margin decreased to 45% from 48%). Although we had an overall increase in our sales during 2000, and although the poultry diagnostic products have

relatively high margins, our lower gross margins are a result of the effect of the promotional discounts in the first quarter of 2000 discussed above. Our gross margins are restrained by the fact that a significant portion of our manufacturing costs are fixed costs. Among our major products, our DiroCHEK^® canine heartworm diagnostic products are manufactured at our facilities, whereas our WITNESS^® canine heartworm and feline leukemia diagnostic products, our poultry diagnostic products, VetRED^® and the SCA 2000^™ products are manufactured by third parties. In addition to affecting our gross margins, outsourcing of manufacturing renders us relatively more dependent on the third-party manufacturers.

Our research and development expenses during the year ended December 31, 2000 did not change significantly from the year ended December 31, 1999. Our research and development expenses as a percentage of our net sales were 7% during the years ended December 31, 2000 and 1999, respectively.

Our selling and marketing expenses during the year ended December 31, 2000 increased by $2,382,000 or 33% over the year ended December 31, 1999. The increase is due primarily to the results of our internet marketing efforts through W3COMMERCE (which we acquired in January 2000) and an increase in our direct-to-veterinarian telemarketing group. The disappointing results related to W3COMMERCE were due to delays in execution of the business plan, a slowdown in e-business and our lack of resources to fully fund W3COMMERCE’s efforts. Our selling and marketing expenses as a percentage of our net sales were 31% and 23% year ended December 31, 2000 and 1999, respectively. At the end of the third quarter of 2000, we refocused our sales and marketing efforts towards traditional animal health distribution and, as a result, we significantly reduced the headcount of our telesales force. In addition, at the end of December 2000, we agreed to sell 84% of our investment in W3COMMERCE back to its original owners.

Our general and administrative expenses during the year ended December 31, 2000 increased by $259,000 or 4% over the year ended December 31, 1999. The increase is due primarily to legal expenses related to our patent litigation with Heska, increased goodwill amortization related to our KPL acquisition, and foreign currency losses related to our intercompany receivable from Synbiotics Europe. Our general and administrative expenses as a percentage of our net sales were 21% and 20% during the years ended December 31, 2000 and 1999, respectively.

Our net interest expense during 2000 increased $192,000 or 17% over 1999 due to an increase in our borrowings.

During 2000, we recognized impairment losses totalling $3,985,000. $2,999,000 relates to the goodwill and equipment utilized in our instrument manufacturing facility located in Rome, NY. We are planning to dispose of this line of business in 2002. The remaining $986,000 of impairment losses relates to our investment in W3COMMERCE, which we sold 84% of back to its original owners at the end of 2000.

We recognized a provision for income taxes of $8,791,000 during 2000 as compared to a benefit from income taxes of $412,000 during 1999. The change is primarily due to permanent differences between income for financial reporting purposes and tax reporting purposes related to the impairment losses discussed above, and an increase in our deferred tax asset valuation allowance of $9,372,000. As a result of our liquidity concerns, continuing net losses and alternative strategies for the business, we now believe that it is more likely than not that our deferred tax assets will not be realized in the future.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Our net sales for the year ended December 31, 1999 decreased by $780,000 or 2% from the year ended December 31, 1998. The decrease reflects a decrease in our sales of diagnostic products of $687,000, a decrease in our vaccine product sales of $1,093,000, and an increase in our instrument sales of $1,000,000. The decrease

in our sales of diagnostic products is due primarily to a decrease in our canine heartworm diagnostics sales of 3% which resulted from increased competition, both from former Synbiotics distributors who now carry competitors’ products and from a new Heska product. We are suing Heska for patent infringement with respect to this product. The decreased vaccine sales were due to a decrease of 15% in sales of our vaccines to private label partners resulting from the phase-out of sales of most of our Synbiotics-labeled vaccines, offset by an increase of 20% in sales of bulk FeLV vaccine (related to the timing of shipments as requested by Merial, our OEM customer).

All of our vaccine products (other than our FeLV vaccine products) were manufactured using bulk antigen fluids that were supplied by a third party. The supply agreement expired and we were unable to locate a replacement supplier for these bulk antigen fluids. We decided to discontinue the sales of the affected products once our remaining supplies were exhausted, which occurred during the third quarter of 1999. Sales of the affected products totalled $1,645,000 and $2,073,000 during 1999 and 1998, respectively.

The increase in our instrument product sales was due to sales of our SCA 2000^™ blood coagulation timing instrument, which we introduced in the second quarter of 1999, and an increase in sales of our ProChem^® instrument products, which we acquired in conjunction with our 1998 acquisition of Prisma Acquisition Corp. (“Prisma”).

Although veterinary products manufacturers, including us, have traditionally relied on distributors, we increased in 1999 our direct sales of products to veterinarians via telesales and the Internet as part of a focused strategy. In addition, we stopped selling to several distributors and to Vedco, Inc., a distributor co-op, in the second quarter of 1999.

Our cost of sales as a percentage of net sales was 52% during the year ended December 31, 1999 compared to 49% during the year ended December 31, 1998 (i.e., our gross margin decreased to 48% from 51%). The lower gross margin was a direct result of two factors: i) the decrease in our sales and ii) the fact that a significant portion of our manufacturing costs are fixed costs. Among our major products, DiroCHEK^® canine heartworm diagnostic products are manufactured at our facilities, whereas our WITNESS^®canine heartworm and feline leukemia diagnostic products, VetRED^® and the SCA 2000^™ products are manufactured by third parties.

In March 1999, we amended (effective July 1, 1998) our U.S. FeLV vaccine supply agreement with Merial. Since 1992, we have supplied FeLV vaccine to Merial in the United States. This has included shipments to Merial at our cost, while Merial has paid a royalty to us on their sales of Merial-labeled FeLV vaccine. In exchange for $1,500,000 in cash ($1,453,000 of which we are recognizing ratably over the remaining term of the supply agreement, and the remainder was applied to royalties receivable from Merial), the revised supply agreement broadens Merial’s U.S. distribution rights (which were an area of ongoing discussions) and eliminates the royalty. In addition, we agreed to work with Merial to try to have Intervet supply FeLV vaccine directly to Merial for U.S. distribution. Our FeLV vaccine sales to Merial in the U.S. totalled $2,431,000 and $2,029,000 during 1999 and 1998, respectively. In the meantime, we agreed to continue to resell Intervet-supplied FeLV vaccine to Merial at cost for the U.S. Sales of our own VacSyn FeLV vaccine product, our sales to Merial in France, which are at a profit rather than at cost, and the collaborative research relationship between Merial and us were not affected by this amendment.

Our research and development expenses decreased during the year ended December 31, 1999 by $185,000 or 8% from the year ended December 31, 1998. The decrease was primarily due to decreases in our contracted research and development expenses. Our research and development expenses as a percentage of our net sales were 7% and 8% during the years ended December 31, 1999 and 1998, respectively.

Our selling and marketing expenses increased during the year ended December 31, 1999 by $1,187,000 or 20% over the year ended December 31, 1998. The increase was due primarily to the addition of our outbound direct-to-veterinarian telemarketing group in the third quarter of 1998, with additional new hires for the group in

1999, expenses for increasing our Internet selling capabilities and an increase in our field sales force during the fourth quarter of 1998. Our selling and marketing expenses as a percentage of our net sales were 23% and 19% during the years ended December 31, 1999 and 1998, respectively.

Our general and administrative expenses increased during the year ended December 31, 1999 by $764,000 or 14% over the year ended December 31, 1998. The increase was due primarily to legal expenses related to our patent litigation with Heska. Our general and administrative expenses as a percentage of our net sales were 20% and 17% during the years ended December 31, 1999 and 1998, respectively.

On July 28, 1998, we entered into a settlement agreement with Barnes-Jewish Hospital resolving the Hospital’s patent infringement lawsuit. We paid the Hospital $1,600,000 in cash, 333,000 shares of the our common stock, and agreed to pay undisclosed future payments and royalties. We recorded a pre-tax charge of approximately $3,922,000 and we reclassified $678,000 of legal expenses related to the patent litigation from general and administrative expenses. In January 2000, we issued an additional 135,000 shares of common stock to the Hospital upon the resolution of a contingency contained in the settlement agreement. We recorded a pre-tax charge of $479,000 in the fourth quarter of 1999 to accrue the liability for the issuance of the common stock.

In February 1999, we repaid the $1,000,000 note issued in conjunction with the acquisition of Prisma for $800,000, and recognized a $128,000 extraordinary gain on the early extinguishment of debt, net of income tax, in the first quarter of 1999.

Our royalty income during the year ended December 31, 1999 decreased by $305,000 or 96% from the year ended December 31,1998. As a result of the amended supply agreement with Merial (see above), we no longer receive royalties from Merial. Our net interest expense during 1999 increased by $22,000 over 1998 due to an increase in the LIBOR interest rate.

We recognized a benefit from income taxes of $412,000 during 1999, as compared to a benefit from income taxes of $1,422,000 during 1998. The decrease in the benefit from income taxes in 1999 is primarily due to a smaller net operating loss in 1999, and the expiration of approximately $1,342,000 of state net operating loss carryforwards.

Financial Condition and Liquidity

In January 2002, we issued 2,800 shares of Series B preferred stock to Redwood West Coast, LLC (“Redwood”), in exchange for $2,800,000 cash. Without this investment, we would not have had the working capital necessary to continue our business. The Series B preferred shares may become convertible into an aggregate of 21,797,000 shares of our common stock, are entitled to quarterly cumulative dividends at a 7.5% annual rate and are entitled to an aggregate liquidation preference of $2,800,000 plus accumulated and paid dividends. Redwood representatives now constitute a majority of our board of directors, and Redwood also controls approximately 54% of our voting stock on a fully diluted basis, after taking into account the 8,254,000 shares of common stock to be issued as retention bonuses to certain employees. The Series B preferred stock defines a merger and/or acquisition as a liquidating event; and as a result, the Series B preferred stock is considered to be mandatorily redeemable and will be classified outside of permanent shareholders’ equity on the balance sheet. In addition, the Series B preferred stock contains a beneficial conversion feature valued at $2,800,000, which will result in our recording a dividend in the amount of $2,800,000 when the Series B preferred stock first becomes convertible. The value of the beneficial conversion feature will reduce the income available to holders of our common stock for purposes of earnings per share calculations.

In conjunction with the Redwood transaction, and pursuant to the selectively amended retention bonus agreements, we will issue, on or before May 15, 2002, an aggregate of 8,254,000 shares of our common stock to certain employees. We also agreed to pay the employees’ income tax withholding obligation related to the stock retention bonuses in exchange for the cancellation of options outstanding for an aggregate of 880,000 shares of our common stock. In addition, we also amended cash retention bonus agreements with certain of our employees so that $617,000 that would have become payable upon the consummation of the Redwood transaction will instead be payable in January 2003. In addition, under the employees’ cash retention bonus agreements, options to purchase an aggregate of 72,000 shares of our common stock became immediately vested upon consummation of the Redwood transaction, and the expiration date of the 72,000 stock option was extended to January 25, 2004. We recorded compensation expense in January 2002 totalling $3,258,000 related to the retention bonuses.

We amended our credit agreement with Comerica Bank—California (“Comerica”) in conjunction with the Redwood transaction. Without the amendment, we could not have repaid our indebtedness to Comerica when it came due. The $7,132,000 principal amount outstanding under our revolving line of credit and term note, each due in March 2002, was converted into a new $7,132,000 term. The new note bears interest at the rate of prime plus 2%, and is payable in monthly installments of $100,000 plus accrued interest through January 2003 and monthly installments of $125,000 plus accrued interest thereafter, with all remaining principal due January 25, 2004. In addition, we must make a partial prepayment if our EBITDA (earnings before interest, taxes, depreciation and amortization) in 2002 exceeds $4,000,000. As of December 31, 2001, we were not in compliance with certain of the original Comerica financial covenants. The amended credit agreement waives all prior instances of non-compliance with financial covenants, and includes only minimal financial covenants for the future. We believe we will be able to repay or refinance the amended Comerica note when it comes due in 2004.

The following table summarizes the future cash payments related to our contractual obligations as of December 31, 2001 (amounts are in thousands):

	Total		2002		2003		2004		2005		2006		Thereafter
Long-term debt	$	7,232	$	1,200	$	1,475	$	4,557
Operating leases		4,953		964		584		527	$	536	$	368	$	1,974
Other long-term obligations		2,500								1,000		1,500

We believe that our present capital resources, including our working capital of $2,462,000 at December 31, 2001, the cash investment from Redwood and the restructured Comerica debt, as well as our anticipated cash from operations, are sufficient to meet our working capital needs and meet our contractual obligations for at least the next twelve months.

The 621,000 shares of our common stock which we issued to Merial in conjunction with the 1997 acquisition of SBIO-E were subject to a put provision which gave Merial the right, beginning on July 9, 2001, to sell all or any portion of its shares to us at a price of $5 per share, for a total of $3,107,000. In June 2001, in conjunction with the assignment to Merial of our FeLV vaccine distribution rights, Merial waived its rights under the put provision. However, if we fail to make certain royalty payments to Merial through April 2002, the rights under the put provision will revert to Merial and we would not have the funds necessary to buy back the shares. We have made all scheduled payments through March 2002.

Our operations are seasonal due to the success of our canine heartworm diagnostic products. Our sales and profits tend to be concentrated in the first half of the year, as our distributors prepare for the heartworm season by purchasing diagnostic products for resale to veterinarians. The operations of SBIO-E have reduced our seasonality as sales of their large animal diagnostic products tend to occur evenly throughout the year. We believe that increased sales of our SCA 2000 instruments and supplies and our poultry diagnostic products will also reduce our seasonality.

Certain Risk Factors

Our future operating results are subject to a number of factors, including:

We may need additional capital in the future

We currently anticipate that our existing cash balances and cash flow expected to be generated from future operations will be sufficient to meet our liquidity needs for at least the next twelve months. However, we may need to raise additional funds if our estimates of revenues, working capital and/or capital expenditure requirements change or prove inaccurate or in order for us to respond to unforeseen technological or marketing hurdles or to take advantage of unanticipated opportunities.

Further, our future capital requirements will depend on many factors beyond our control or ability to accurately estimate, including continued scientific progress in our product and development programs, the cost of manufacturing scale-up, the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims, the cost involved in patent infringement litigation, competing technological and market developments, and the cost of establishing effective sales and marketing arrangements. In addition, we expect to review potential acquisitions that would complement our existing product offerings or enhance our technical capabilities. While we have no current agreements with respect to any such acquisition, any future transaction of this nature could require potentially significant amounts of capital. Such funds may not be available at the time or times needed, or available on terms acceptable to us. If adequate funds are not available, or are not available on acceptable terms, we may not be able to take advantage of market opportunities, to develop new products, or to otherwise respond to competitive pressures. This inability could materially harm our business.

The 621,000 shares of our common stock which we issued to Merial in conjunction with the 1997 acquisition of SBIO-E were subject to a put provision which gave Merial the right, beginning on July 9, 2001, to sell all or any portion of its shares to us at a price of $5 per share, for a total of $3,107,000. In June 2001, in conjunction with the assignment to Merial of our feline leukemia vaccine distribution rights, Merial waived its rights under the put provision. However, if we fail to make certain royalty payments to Merial through April 2002, the rights under the put provision will revert to Merial and we would not have the funds necessary to buy back the shares. We have made all scheduled payments through March 2002.

The market in which we operate is intensely competitive, even with regard to our key canine heartworm diagnostic products, and many of our competitors are larger and more established

Our canine heartworm diagnostic products constituted 39% of our sales for the year ended December 31, 2001. In addition to our historic competition with IDEXX Laboratories, the sales leader in this product category, our sales were substantially affected in 1999-2001 by a new heartworm product from Heska. We are suing Heska, claiming that its heartworm product infringes our patent.

We have a history of losses and an accumulated deficit

We did not achieve profitability for the years ended December 31, 2000 and 1999, and we have had a history of annual losses. We have incurred a consolidated accumulated deficit of $31,766,000 at December 31, 2001. We may not achieve annual profitability again and if we are profitable in the future there can be no assurance that profitability can be sustained.

We rely on third party distributors for a substantial portion of our sales

We have historically depended upon distributors for a large portion of our sales, and we may not have the ability to establish and maintain an adequate independent sales and marketing capability in any or all of our targeted markets. Distributor agreements render our sales exposed to the efforts of third parties who are not employees of Synbiotics and over whom we have no control. Their failure to generate significant sales of our products could materially harm our business. Reduction by these distributors of the quantity of our products

which they distribute would materially harm our business. In addition, IDEXX Laboratories’ prohibition against its distributors carrying competitors’ products, including ours, has made, and could continue to make, some distributors unavailable to us.

The effects of our 2001 liquidity issue may linger

There is no assurance that acquired businesses can be successfully combined

There can be no assurance that the anticipated benefits of the April 2000 acquisition of the poultry product line from KPL, or any other future acquisitions (collectively, the “Acquired Business”) will be realized. Acquisitions of businesses involve numerous risks, including difficulties in the assimilation of the operations, technologies and products of the Acquired Business, introduction of different distribution channels, potentially dilutive issuances of equity and/or increases in leverage and risk resulting from issuances of debt securities, the need to establish internally operating functions which had been previously provided pre-acquisition by a corporate parent, accounting charges, operating companies in different geographic locations with different cultures, the potential loss of key employees of the Acquired Business, the diversion of management’s attention from other business concerns and the risks of entering markets in which we have no or limited direct prior experience. In addition, there can be no assurance that the acquisitions will not have a material adverse effect upon our business, results of operations, financial condition or cash flows, particularly in the quarters immediately following the consummation of the acquisition, due to operational disruptions, unexpected expenses and accounting charges which may be associated with the integration of the Acquired Business and us, as well as operating and development expenses inherent in the Acquired Business itself as opposed to integration of the Acquired Business. We did not achieve the hoped-for benefits from some of our past acquisitions, most notably W3COMMERCE (2000).

We depend on key executives and personnel

Our future success will depend, to a significant extent, on the ability of our management to operate effectively, both individually and as a group. Competition for qualified personnel in the animal health care products industry is intense, and we may not be successful in attracting and retaining such personnel. There are only a limited number of persons with the requisite skills to serve in those positions and it may become increasingly difficult to hire such persons. The loss of the services of any of our key personnel or the inability to attract or retain qualified personnel could harm our business.

We depend on third party manufacturers

We contract for the manufacture of some of our products, including our Witness^® canine heartworm and feline leukemia diagnostic products, VetRED^®, some of our poultry diagnostic products and our SCA 2000^™ products. We also expect that some of our anticipated new products will be manufactured by third parties. In addition, some of the products manufactured for us by third parties, including Witness^® canine heartworm and feline leukemia diagnostic products and VetRED^®, are licensed to us by their manufacturers. There are a number of risks associated with our dependence on third-party manufacturers including:

•

reduced control over delivery schedules;

•

quality assurance;

•

manufacturing yields and costs;

•

the potential lack of adequate capacity during periods of excess demand;

•

limited warranties on products supplied to us;

•

increases in prices and the potential misappropriation of our intellectual property; and

•

limited negotiating leverage in the event of disputes with the third-party manufacturers.

If our third party manufacturers fail to supply us with an adequate number of finished products, our business would be significantly harmed. We have no long-term contracts or arrangements with any of our vendors that guarantee product availability, the continuation of particular payment terms or the extension of credit limits.

If we encounter delays or difficulties in our relationships with our manufacturers, the resulting problems could have a material adverse effect on us.

In June 2001, KPL instituted a recall of substantially all of our poultry diagnostic products that were manufactured by KPL due to a defective conjugate contained in the products. We have replaced the affected products that were held by our customers. The cost of this recall and the related replacement products was borne by KPL. However, our sales of poultry diagnostic products during the second half of 2001 were adversely affected, and our future sales of these products could be materially adversely affected.

We rely on new and recent products

We rely to a significant extent on new and recently developed products, and expect that we will need to continue to introduce new products to be successful in the future. There can be no assurance that we will obtain and maintain market acceptance of our products. There can be no assurance that future products will meet applicable regulatory standards, be capable of being produced in commercial quantities at acceptable cost or be successfully commercialized.

There can be no assurance that new products can be manufactured at a cost or in quantities necessary to make them commercially viable. If we are unable to produce internally, or to contract for, a sufficient supply of our new products on acceptable terms, or if we should encounter delays or difficulties in our relationships with manufacturers, the introduction of new products would be delayed, which could have a material adverse effect on our business.

Our canine heartworm business is seasonal

Our operations are seasonal due to the timing of sales of our canine heartworm diagnostic products. Our sales and profits tend to be concentrated in the first half of the year as our distributors prepare for the heartworm season by purchasing diagnostic products for resale to veterinarians. One effect of this is a need to devote large amounts of cash to building canine heartworm diagnostic products inventory in preparation for the canine heartworm selling season at a time when our working capital is relatively low.

Any failure to adequately establish or protect our proprietary rights may adversely affect us

We rely on a combination of patent, copyright, and trademark laws, trade secrets, and confidentiality and other contractual provisions to protect our proprietary rights. These measures afford only limited protection. We currently have 13 issued U.S. patents and one pending patent application. Our means of protecting our proprietary rights in the U.S. or abroad may not be adequate and competitors may independently develop similar technologies. Our future success will depend in part on our ability to protect our proprietary rights and the technologies used in our principal products. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use trade secrets or other information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights as fully

as do the laws of the United States. Issued patents may not preserve our proprietary position. Even if they do, competitors or others may develop technologies similar to or superior to our own. If we do not enforce and protect our intellectual property, our business will be harmed. From time to time, third parties, including our competitors, have asserted patent, copyright, and other intellectual property rights to technologies that are important to us. We expect that we will increasingly be subject to infringement claims as the number of products and competitors in the animal health care market increases.

The results of any litigated matter are inherently uncertain. In the event of an adverse result in any litigation with third parties that could arise in the future, we could be required to:

•

pay substantial damages, including treble damages if we are held to have willfully infringed;

•

cease the manufacture, use and sale of infringing products;

•

expend significant resources to develop non-infringing technology; or

•

obtain licenses to the infringing technology.

Licenses may not be available from any third party that asserts intellectual property claims against us on commercially reasonable terms, or at all.

Also, litigation is costly regardless of its outcome and can require significant management attention. For example, in 1997, Barnes-Jewish Hospital filed an action against us claiming that our canine heartworm diagnostic products infringe their patent. We settled this lawsuit, but there can be no assurance that we would be able to resolve similar incidents in the future. Our patent infringement litigation against Heska’s use of heartworm diagnostic technology is also expensive.

Also, because our patents and patent applications cover novel diagnostic approaches,:

•

the patent coverage which we receive could be significantly narrower than the patent coverage we seek in our patent applications; and

•

our patent positions involve complex legal and factual issues which can be hard for patent examiners or lawyers asserting patent coverage to successfully resolve.

Because of this, our patent position could be vulnerable and our business could be materially harmed.

The U.S. patent application system also exposes us to risks. In the United States, the first party to make a discovery is granted the right to patent it and patent applications are generally maintained in secrecy until the underlying patents issue. For these reasons, we can never know if we are the first to discover particular technologies. Therefore, we can never be certain that our technologies will be patented and we could become involved in lengthy, expensive, and distracting disputes concerning whether we were the first to make the disputed discovery. Any of these events would materially harm our business.

Our business is regulated by the United States and various foreign governments

Our business is subject to substantial regulation by the United States government, most notably the United States Department of Agriculture, and the French government. In addition, our operations may be subject to future legislation and/or rules issued by domestic or foreign governmental agencies with regulatory authority relating to our business. There can be no assurance that we will continue to be in compliance with any of these regulations.

For marketing outside the United States, we and our suppliers are subject to foreign regulatory requirements, which vary widely from country to country. There can be no assurance that we and our suppliers will meet and sustain compliance with any such requirements.

We use hazardous materials

Our business requires that we store and use hazardous materials and chemicals. Although we believe that our procedures for storing, handling, and disposing of these materials comply with the standards prescribed by local, state, and federal regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. If any of these materials were mishandled, or if an accident with them occurred, the consequences could be extremely damaging and we could be held liable for them. Our liability for such an event would materially harm our business and could exceed all of our available resources for satisfying it.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our market risk consists primarily of the potential for changes in interest rates and foreign currency exchange rates.

Interest Rate Risk

The fair value of our interest bearing debt at December 31, 2001 was $7,232,000, which has a variable interest rate based on the prime rate.

A change in interest rates of five percentage points would have a material impact on our financial condition, results of operations and cash flows as it relates to our variable rate debt. In addition, if interest rates increased by five percentage points our ability to refinance our bank debt would be seriously compromised.

Foreign Currency Exchange Rate Risk

Our foreign currency exchange rate risk relates to the operations of SBIO-E as it transacts business in Euros, its local currency. However, this risk is limited to our intercompany receivable from SBIO-E and the conversion of its financial statements into the U.S. dollar for consolidation. There is no foreign currency exchange rate risk related to SBIO-E’s transactions outside of the European Union as those transactions are denominated in Euros. Similarly, all of the foreign transactions of our U.S. operations are denominated in U.S. dollars. We do not hedge our cash flows on intercompany transactions, nor do we hold any other derivative securities or hedging instruments based on currency exchange rates. As a result, the effects of a 5% change in exchange rates would have a material impact on our financial condition, results of operations and cash flows, but only to the extent that it relates to the conversion of SBIO-E’s financial statements, including its intercompany payable, into the U.S. dollar for consolidation.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

		Page
Report of Independent Accountants		19
Consolidated Balance Sheet as of December 31, 2001 and 2000		20
Consolidated Statement of Operations and Comprehensive Income (Loss) for the years ended December 31, 2001, 2000, and 1999		21
Consolidated Statement of Cash Flows for the years ended December 31, 2001, 2000, and 1999		22
Consolidated Statement of Non-Mandatorily Redeemable Common Stock and Other Shareholders’ Equity for the years ended December 31, 2001, 2000, and 1999		23
Notes to Consolidated Financial Statements		24

All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements and notes thereto.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders

of Synbiotics Corporation

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Synbiotics Corporation and its subsidiary at December 31, 2001 and December 31, 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

ICEWATERHOUSECOOPERS LLP

San Diego, California

March 27, 2002

SYNBIOTICS CORPORATION

CONSOLIDATED BALANCE SHEET

	December 31,
	2001			2000
ASSETS
Current assets:
Cash and equivalents	$	1,039,000		$	951,000
Accounts receivable (net of allowance for doubtful accounts of $166,000 and $270,000 in 2001 and 2000)		2,983,000			3,490,000
Inventories		5,059,000			5,273,000
Other current assets		796,000			911,000

		9,877,000			10,625,000
Property and equipment, net		1,648,000			1,983,000
Goodwill, net		12,074,000			13,161,000
Deferred tax assets					122,000
Deferred debt issuance costs		7,000			33,000
Investment in W3 held for sale					2,713,000
Other assets		2,896,000			3,565,000

	$	26,502,000		$	32,202,000

LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	5,915,000		$	6,296,000
Current portion of long-term debt		1,200,000			8,432,000
Deferred revenue		300,000			242,000
Other current liabilities					1,000,000

		7,415,000			15,970,000

Long-term debt		6,032,000			2,813,000
Deferred revenue					727,000
Other liabilities		1,804,000			1,668,000

		7,836,000			5,208,000

Mandatorily redeemable common stock		3,107,000			3,027,000

Commitments and contingencies (Note 11)
Non-mandatorily redeemable common stock and other shareholders’ equity:
Common stock, no par value, 24,800,000 shares authorized, 8,990,000 and 8,752,000 shares issued and outstanding at December 31, 2001 and 2000		40,286,000			40,164,000
Common stock warrants		1,035,000			1,035,000
Accumulated other comprehensive loss		(1,411,000	)		(1,085,000	)
Accumulated deficit		(31,766,000	)		(32,117,000	)

Total non-mandatorily redeemable common stock and other shareholders’ equity		8,144,000			7,997,000

	$	26,502,000		$	32,202,000

See accompanying notes to consolidated financial statements.

SYNBIOTICS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
	2001			2000			1999
Revenues:
Net sales	$	26,494,000		$	31,073,000		$	30,437,000
License fees		1,019,000			242,000			247,000
Royalties		8,000			14,000			12,000

		27,521,000			31,329,000			30,696,000

Operating expenses:
Cost of sales		11,681,000			17,002,000			15,694,000
Research and development		1,823,000			2,210,000			2,201,000
Selling and marketing		6,322,000			9,520,000			7,138,000
General and administrative		6,338,000			6,397,000			6,138,000
Impairment losses					3,985,000
Patent litigation settlement								479,000

		26,164,000			39,114,000			31,650,000

Income (loss) from operations		1,357,000			(7,785,000	)		(954,000	)
Other expense:
Interest, net		(937,000	)		(1,344,000	)		(1,152,000	)

Income (loss) before income taxes		420,000			(9,129,000	)		(2,106,000	)
(Benefit from) provision for income taxes		(11,000	)		8,791,000			(412,000	)

Income (loss) before extraordinary item		431,000			(17,920,000	)		(1,694,000	)
Early extinguishment of debt, net of tax					(598,000	)		128,000

Net income (loss)		431,000			(18,518,000	)		(1,566,000	)
Translation adjustment		(326,000	)		(169,000	)		(1,412,000	)

Comprehensive income (loss)	$	105,000		$	(18,687,000	)	$	(2,978,000	)

Basic and diluted income (loss) per share:
Income (loss) before extraordinary item	$	0.04		$	(1.93	)	$	(0.20	)
Early extinguishment of debt, net of tax					(0.07	)		0.01

Net income (loss)	$	0.04		$	(2.00	)	$	(0.19	)

See accompanying notes to consolidated financial statements.

SYNBIOTICS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended December 31,
	2001			2000			1999
Cash flows from operating activities:
Net income (loss)	$	431,000		$	(18,518,000	)	$	(1,566,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		2,324,000			2,206,000			2,504,000
Stock compensation					132,000
Impairment losses					3,985,000
Loss (gain) on early extinguishment of debt					937,000			(200,000	)
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable		394,000			1,027,000			(382,000	)
Inventories		144,000			72,000			1,000
Deferred taxes		108,000			8,438,000			(346,000	)
Other assets		124,000			159,000			104,000
Accounts payable and accrued expenses		63,000			249,000			1,594,000
Deferred revenue		(669,000	)		(242,000	)		1,211,000
Other liabilities		138,000			122,000			177,000

Net cash provided by (used for) operating activities		3,057,000			(1,433,000	)		3,097,000

Cash flows from investing activities:
Acquisition of property and equipment		(232,000	)		(640,000	)		(383,000	)
Proceeds from sale of investment in W3 held for sale		9,000
Proceeds from sale of securities available for sale					3,443,000
Acquisition of KPL poultry product line		(1,159,000	)		(3,554,000	)
Additional purchase price for prior acquisition		(368,000	)
Investment in securities available for sale								(1,830,000	)
Investment in W3								(168,000	)

Net cash (used for) investing activities		(1,750,000	)		(751,000	)		(2,381,000	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt					10,000,000
Payments of long-term debt		(1,200,000	)		(9,068,000	)		(1,800,000	)
Debt issuance costs					(40,000	)
Proceeds from exercise of common stock options and warrants					152,000
Proceeds from issuance of non-mandatorily redeemable common stock, net								399,000

Net cash (used for) provided by financing activities		(1,200,000	)		1,044,000			(1,401,000	)

Net increase (decrease) in cash and equivalents		107,000			(1,140,000	)		(685,000	)
Effect of exchange rates on cash		(19,000	)		(169,000	)		(1,412,000	)
Cash and equivalents—beginning of period		951,000			2,260,000			4,357,000

Cash and equivalents—end of period	$	1,039,000		$	951,000		$	2,260,000

See accompanying notes to consolidated financial statements.

SYNBIOTICS CORPORATION

CONSOLIDATED STATEMENT OF NON-MANDATORILY REDEEMABLE COMMON STOCK AND OTHER SHAREHOLDERS’ EQUITY

	Common Stock
	Shares		Amount		Common Stock Warrants		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total

Balance, December 31, 1998	8,246,000		$	38,134,000	$	1,003,000	$	496,000		$	(11,776,000	)	$	27,857,000
Issuance of common stock pursuant to exercise of stock options	278,000			1,081,000										1,081,000
Expiration of stock options				69,000										69,000
Issuance of common stock pursuant to employee bonus plan	52,000			140,000										140,000
Cumulative translation adjustment								(1,412,000	)					(1,412,000	)
Accretion of mandatorily redeemable common stock											(126,000	)		(126,000	)
Net loss											(1,566,000	)		(1,566,000	)


Balance, December 31, 1999	8,576,000			39,424,000		1,003,000		(916,000	)		(13,468,000	)		26,043,000
Issuance of common stock pursuant to exercise of stock options	24,000			75,000										75,000
Issuance of common stock pursuant to employee bonus plan, net of forfeitures	(2,000	)		100,000										100,000
Issuance of common stock in conjunction with the settlement of patent litigation (Note 4)	135,000			479,000										479,000
Issuance of common stock warrants (Note 8)						32,000								32,000
Exercise of common stock warrants (Note 8)	19,000			86,000										86,000
Cumulative translation adjustment								(169,000	)					(169,000	)
Accretion of mandatorily redeemable common stock											(131,000	)		(131,000	)
Net loss											(18,518,000	)		(18,518,000	)


Balance, December 31, 2000	8,752,000			40,164,000		1,035,000		(1,085,000	)		(32,117,000	)		7,997,000
Issuance of common stock pursuant to exercise of stock options	1,000			5,000										5,000
Expiration of stock options				8,000										8,000
Forfeitures of common stock pursuant to employee bonus plan	(13,000	)
Issuance of common stock in conjunction with the sale of investment in W3 (Note 3)	250,000			109,000										109,000
Cumulative translation adjustment								(326,000	)					(326,000	)
Accretion of mandatorily redeemable common stock											(80,000	)		(80,000	)
Net income											431,000			431,000


Balance, December 31, 2001	8,990,000		$	40,286,000	$	1,035,000	$	(1,411,000	)	$	(31,766,000	)	$	8,144,000

See accompanying notes to consolidated financial statements.

SYNBIOTICS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—SIGNIFICANT ACCOUNTING POLICIES:

The Company

Synbiotics Corporation (the “Company”), incorporated in 1982, is an animal health business which develops, manufactures and markets diagnostic products for animals. In addition, the Company also develops and manufactures specialty products which are marketed to veterinarians and purebred dog enthusiasts. The Company’s principal markets are veterinarians and veterinary clinical laboratories in the United States and Europe. The Company’s products are sold primarily to wholesale distributors and direct to veterinarians and veterinary clinical laboratories.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of its wholly-owned subsidiary Synbiotics Europe SAS (“SBIO-E”). All significant intercompany transactions and accounts have been eliminated in consolidation.

Inventories

Inventories are stated at the lower of cost or market; cost is determined using the first-in, first-out method.

Property and Equipment

Property and equipment, including leasehold improvements, are recorded at cost. Maintenance costs are charged to operations as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of five to eight years or the lease terms, if shorter.

Patents and Licenses

Patents and licenses are recorded at cost and are amortized ratably over the life of the respective patents or licenses.

Long-Lived Assets

The Company assesses potential impairments of long-lived assets, certain identifiable intangibles and associated goodwill when there is evidence that events or changes in circumstances have made recovery of an asset’s carrying value unlikely. An impairment loss is recognized when the sum of the expected future net cash flows is less than the carrying amount of the asset, and the asset is written down to its fair value. Impairment losses related to long-lived assets recognized during 2000 totalled $3,985,000 (Notes 2, 3 and 5).

Fair Value of Financial Instruments

The carrying amounts for cash and cash equivalents at December 31, 2001 and 2000 approximate their fair values. The carrying amount of the debt approximates fair value at December 31, 2001 and 2000 as the variable interest rate on the debt approximates current market rates of interest.

Translation of Financial Statements

The financial statements for SBIO-E whose functional currency is the Euro are translated in the following manner: assets and liabilities at the year end rates; shareholders’ equity at historical rates; and results of operations at the monthly average exchange rates. The effects of exchange rate changes are reflected as a separate component of shareholders’ equity.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

Revenue Recognition

Revenue from products is recognized when title and risk of loss transfers to the customer. Amounts charged to customers for shipping and handling are included in net sales. The Company provides promotional discounts and rebates to certain of its distributors. Based upon the structure of these rebate programs and the Company’s past history, the Company is able to accurately estimate the amount of rebates at the time of sale. These rebates are recorded as a reduction of net sales. License fee revenue is recognized ratably over the license term when the Company has a further performance obligation to the licensee. In the event that the Company has no further performance obligation to the licensee, license fee revenue is recognized upon receipt.

Advertising Costs

The Company recognizes the costs of advertising at the time such charges are incurred. Advertising expense totalled $348,000, $1,019,000, and $775,000 during the years ended December 31, 2001, 2000, and 1999, respectively.

Stock-Based Compensation

The Company measures its stock-based employee compensation using the intrinsic value method and provides pro forma disclosures of net income and earnings per share as if the fair value method had been applied in measuring compensation expense.

Income Taxes

The Company’s current income tax expense is the amount of income taxes expected to be payable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities as well as the expected future tax benefit to be derived from tax loss and tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more likely than not to be realized in future tax returns. The effect of tax rate changes are reflected in income during the period such changes are enacted.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed as net income (loss) less accretion of mandatorily redeemable common stock divided by the weighted average number of common shares (which includes mandatorily redeemable common shares) outstanding during the period. Diluted net income (loss) per share is computed as net income (loss) less accretion of mandatorily redeemable common stock divided by the weighted average number of common shares and potential common shares, using the treasury stock method, outstanding during the period (Note 10).

Cash and Equivalents

Cash and equivalents include cash investments which are highly liquid and have an original maturity of three months or less.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company reports in the financial statements, in addition to net income (loss), comprehensive income (loss) and its components including foreign currency items.

Segment Reporting

Operating segments are determined consistent with the way that management organizes and evaluates financial information internally for making operating decisions and assessing performance. The Company operates in one segment.

Concentrations of Risk

The Company relies on a third party for the manufacture of certain of its canine heartworm diagnostic products. The Company has the right to manufacture these products in the event that the third party is unable to supply these products. However, the regulatory process involved in transferring the manufacturing would cause a delay in the manufacturing and a possible loss of sales, which would affect operating results adversely.

Reclassifications

Certain reclassifications have been made to the consolidated financial statements as of and for the years ended December 31, 2000 and 1999 to conform with the presentation used as of and for the year ended December 31, 2001.

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (“FASB”) issued FASB Statements Nos. 141 and 142 (“FAS 141” and “FAS 142”), “Business Combinations” and “Goodwill and Other Intangible Assets”. FAS 141 replaces APB 16 and eliminates pooling-of-interests accounting prospectively. It also provides guidance on purchase accounting related to the recognition of intangible assets and accounting for negative goodwill. FAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Under FAS 142, goodwill will be tested annually and whenever events or circumstances occur indicating that goodwill might be impaired. FAS 141 and FAS 142 are effective for all business combinations completed after June 30, 2001. Upon adoption of FAS 142, amortization of goodwill recorded for business combinations consummated prior to July 1, 2001 will cease ($1,446,000, $1,451,000 and $1,199,000 in 2001, 2000 and 1999, respectively), and intangible assets acquired prior to July 1, 2001 that do not meet the criteria for recognition under FAS 141 will be reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning after December 15, 2001. The Company will adopt FAS 142 on January 1, 2002. In connection with the adoption of FAS 142, the Company will be required to perform a transitional goodwill impairment assessment. The Company has not yet determined the impact these standards will have on its results of operations and financial position.

On October 3, 2001, the FASB issued Statement of Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“FAS 144”). FAS 144 supercedes FAS 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” FAS 144 applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30 (“APB 30”), “Reporting Results of Operations—Reporting the Effects of Disposal of a Segment of a Business”. FAS 144 develops one accounting model for long-lived assets that are to be disposed of by sale. FAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Additionally, FAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. FAS 144 is effective for the Company beginning after January 1, 2002, and the Company believes there will be no material impact on its results of operations due to the adoption of FAS 144.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

NOTE 2—ACQUISITIONS:

On April 21, 2000, the Company acquired the poultry diagnostic product line from KPL. The consideration paid was $3,500,000 in cash upon closing, and an additional $1,000,000 which was paid during 2001. In addition, the Company is required to pay up to $1,500,000, during the three years from closing, based upon sales of the acquired products, which will be recorded as additional purchase price as the related sales are recognized. Additional purchase price recorded through December 31, 2001 totalled $377,000.

The transaction was accounted for as a purchase. Goodwill arising from the transaction totalled $3,987,000 which is being amortized over an estimated useful life of 10 years utilizing the straight-line method. The $1,000,000 manufacturing transfer liability portion of the purchase price was considered a non-cash investing activity for purposes of the statement of cash flows for the year ending December 31, 2000.

The Company’s statement of operations includes the results of operations of KPL for the period April 21, 2000 to December 31, 2000 and for the year ended December 31, 2001. The following are unaudited pro forma results of operations as if the KPL transaction had been consummated on January 1, 1999:

	Year Ended December 31,
	2000			1999
	(unaudited)			(unaudited)
Revenues:
As Reported	$	31,329,000		$	30,696,000

Pro forma	$	32,113,000		$	33,274,000

Loss before extraordinary item:
As Reported	$	(17,920,000	)	$	(1,694,000	)

Pro forma	$	(17,717,000	)	$	(1,028,000	)

Net loss:
As reported	$	(18,518,000	)	$	(1,566,000	)

Pro forma	$	(18,315,000	)	$	(900,000	)

Basic and diluted net loss per share:
As reported	$	(2.00	)	$	(0.19	)

Pro forma	$	(1.98	)	$	(0.11	)

NOTE 3—INVESTMENT IN W3 HELD FOR SALE:

On January 12, 2000, the Company acquired W3COMMERCE LLC, now W3COMMERCE inc. (“W3”), a privately-held e-commerce and Internet solutions company based in San Diego, CA. The consideration paid was $2,913,000, which consisted of $100,000 in cash and a 5 year, $2,813,000 note payable, which bore interest at 6.21% and was convertible into 1,000,000 shares of the Company’s common stock beginning January 12, 2002. Upon conversion, any accrued interest was to be subsumed. The former members of W3 were entitled to receive up to an additional 800,000 shares of the Company’s common stock if certain per share stock price targets for the Company’s common stock were reached prior to January 12, 2003.

The transaction was accounted for as a purchase. Goodwill arising from the transaction totalled $3,064,000 and was being amortized over an estimated useful life of 10 years utilizing the straight-line method. The convertible debt portion of the purchase price and liabilities assumed totalling $2,893,000 is considered a non-cash financing activity for purposes of the statement of cash flows.

During 2000, W3 incurred a loss from operations totalling $1,054,000 which is included in selling and marketing expenses in the statement of operations.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

On December 31, 2000, the Company agreed to sell 84% of the outstanding common stock of W3 back to the original owners of W3 (the “Buyers”), and the transaction was completed on January 1, 2001. In exchange for the Buyers rescinding the $2,813,000 convertible note payable, the Company: 1) contributed $1,931,000 to the capital of W3, representing all of the Company’s outstanding cash advances to W3 as of December 31, 2000, net of the cash on hand held by W3 as of December 31, 2000; 2) transferred 840 shares of common stock of W3, representing 84% of the common stock interests, to the Buyers; and 3) issued to the Buyers 250,000 unregistered shares of the Company’s common stock totalling $109,000 (valued at $0.4375 per share). In addition, the contingent rights for an additional 800,000 shares of the Company’s common stock were cancelled. The rescission of the convertible note payable and the issuance of the common stock are considered to be non-cash investing and financing activities for the purposes of the statement of cash flows.

In December 2000, the Company recorded an impairment loss of $986,000, including the write-off of the remaining 16% investment in W3 as the Company estimates its fair value is zero. As of December 31, 2000 the Company’s investment in W3 was valued at $2,713,000, representing the net consideration to be received from the Buyers, and was shown as an investment held for sale on the balance sheet.

NOTE 4—PATENT LITIGATION SETTLEMENT:

In January 2000, the Company issued 135,000 shares of common stock upon the resolution of a contingency contained in a 1998 patent litigation settlement agreement. The Company recorded a pre-tax charge of $479,000 in the fourth quarter of 1999 to accrue the liability for the issuance of the common stock, which is considered a non-cash financing activity for purposes of the statement of cash flows for the year ending December 31, 2000.

NOTE 5—COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS:

	December 31,
	2001			2000
Inventories:
Raw materials	$	2,317,000		$	2,293,000
Work in process		318,000			409,000
Finished goods		2,424,000			2,571,000

	$	5,059,000		$	5,273,000

Property and equipment:
Laboratory equipment	$	1,948,000		$	1,830,000
Leasehold improvements		376,000			381,000
Office and computer equipment		1,234,000			1,183,000
Construction in progress					6,000

		3,558,000			3,400,000
Less accumulated depreciation and amortization		(1,910,000	)		(1,417,000	)

	$	1,648,000		$	1,983,000

Depreciation expense was $538,000, $531,000 and $465,000 during the years ended December 31, 2001, 2000, and 1999, respectively. In addition, in December 2000 the Company recorded a $658,000 impairment loss related to the equipment utilized in its instrument manufacturing facility.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

	December 31,
	2001		2000
Other assets:
Patents, net	$	2,550,000	$	2,969,000
Licenses, net		194,000		422,000
Other		152,000		174,000

	$	2,896,000	$	3,565,000

Accumulated amortization of patents, licenses and goodwill was $7,655,000, and $5,869,000 at December 31, 2001 and 2000, respectively.

	December 31,
	2001		2000
Accounts payable and accrued expenses:
Accounts payable	$	3,399,000	$	3,413,000
Accrued vacation		441,000		420,000
Accrued compensation		287,000		494,000
Accrued royalties		585,000		854,000
Accrued professional fees		331,000		183,000
Other		872,000		932,000

	$	5,915,000	$	6,296,000

NOTE 6—NOTE PAYABLE AND LONG-TERM DEBT:

In April 2000, the Company refinanced its outstanding Banque Paribas debt with Comerica Bank—California (formerly Imperial Bank) (“Comerica”). The new Comerica debt agreement included a $6,000,000 term loan and a $4,000,000 revolving line of credit.

The term loan was due in April 2005, bore interest at the rate of prime plus 0.50%, was payable beginning in May 2000 in monthly installments of $100,000 of principal plus accrued interest and is secured by substantially all the Company’s assets. The line of credit, of which the Company had drawn the entire $4,000,000, bore interest at the rate of prime plus 0.50%, with interest only payments to be made monthly beginning in May 2000. Any outstanding principal under the line of credit is due in March 2002. The Company is required to pay a quarterly commitment fee equal to 0.50% per annum on the average unused portion of the line of credit facility.

Comerica requires the Company to maintain certain financial ratios and levels of tangible net worth and also restricts the Company’s ability to pay dividends and make loans, capital expenditures or investments without Comerica’s consent. As of June 30, 2000 and September 30, 2000, the Company was not in compliance with certain Comerica financial covenants, and obtained waivers from Comerica. In exchange for the waivers, the Company: 1) paid Comerica waiver fees totalling $70,000 and 2) made a one time principal payment on its term loan of $500,000. In November 2000 the Company amended the Comerica agreement to: 1) convert $1,500,000 from the line of credit to the term loan; 2) reduce the line of credit to a maximum of $2,500,000, subject to a borrowing base calculation; 3) change the due date of the term debt to March 29, 2002; 4) revise the calculation of certain financial ratios and the required levels of tangible net worth and 5) increase the interest rate on both the term debt and the line of credit to prime plus 1.50% to 2.50% (dependent upon the Company’s ratio of senior funded debt to earnings before interest, taxes, depreciation and amortization), which was effectively 7.25% at December 31, 2001. As of December 31, 2001, the Company had $2,232,000 outstanding under the line of credit.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

As of December 31, 2000, the Company was not in compliance with certain Comerica financial covenants and had not obtained a waiver from Comerica. Accordingly, all of outstanding principal under both the term loan and the line of credit was classified as a current liability on the balance sheet at December 31, 2000.

In addition to amending the Comerica agreement, the Company also agreed to issue to Comerica warrants to purchase 250,000 unregistered shares of the Company’s common stock at $2.00 per share (Note 8).

In January 2002, in conjunction with the Redwood transaction (Note 14), the Company amended its credit agreement with Comerica. The $7,132,000 principal amount outstanding under our revolving line of credit and term note, each due in March 2002, was converted into a new $7,132,000 term note. The new note bears interest at the rate of prime plus 2%, and is payable in monthly installments of $100,000 plus accrued interest through January 2003 and monthly installments of $125,000 plus accrued interest thereafter, with all remaining principal due January 25, 2004. In addition, the Company must make a partial prepayment if our EBITDA (earnings before interest, taxes, depreciation and amortization) in 2002 exceeds $4,000,000.

As of December 31, 2001, the Company was not in compliance with certain of the original Comerica financial covenants. The amended credit agreement waives all prior instances of non-compliance with financial covenants, and includes only minimal financial covenants.

The Company recorded an extraordinary loss on early extinguishment of debt of $598,000, net of income tax benefit of $339,000, in the second quarter of 2000, which represents the write-off of the remaining unamortized debt issuance costs and debt discount on the Banque Paribas debt.

In conjunction with the 1998 acquisition of the Company’s instrument manufacturing operations, the Company issued a $1,000,000 convertible note which was due March 5, 1999. In February 1999, the Company repaid the note prior to its original due date for $800,000 and recognized an extraordinary gain of $128,000, net of $72,000 of income tax.

Scheduled principal payments during the next five years are as follows: 2002—$1,200,000, 2003—$1,475,000 and 2004—$4,557,000, respectively. Interest paid during 2001, 2000 and 1999 totalled $812,000, $1,119,000 and $710,000, respectively.

NOTE 7—MANDATORILY REDEEMABLE COMMON STOCK:

The 621,000 shares issued in conjunction with the 1997 acquisition of SBIO-E are subject to certain registration rights as well as put and call provisions. The put option, which cannot be exercised as long as the Company has senior debt outstanding, gives Merial the right, beginning on July 9, 2001, to sell all or any portion of its shares to the Company at a price of $5 per share. The call option gives the Company the right to acquire, at any time, all or any portion of the shares then owned by Merial at a per share price of the greater of the average closing sale price of the Company’s common stock for the 30 day period prior to the call or $5. The Company has classified the shares on the balance sheet as mandatorily redeemable and has accreted the value of the shares to the put option price, using the interest method, with the accretion being charged directly to retained earnings.

On June 1, 2001, the Company assigned its feline leukemia virus vaccine distribution agreement with Intervet, Inc. to Merial Limited, Merial S.A.S. and Merial, Inc. (collectively “Merial”). In exchange, Merial waived its right to sell to the Company the above mentioned 621,000 shares of the Company’s common stock at $5.00 per share (the “Put Right”). Merial also agreed to allow the Company to pay accrued royalties totalling

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

$613,000 under a separate agreement ($175,000 of which was due in May 2001 and the remainder was due in October 2001) in ten monthly installments of $61,300 which began in July 2001. If the Company fails to meet its royalty payment obligation, the Put Right will revert to Merial. When the final royalty payment has been made in April 2002, and the Put Right is extinguished, the Company will reclassify the mandatorily redeemable common stock to shareholders’ equity. The Company has made all scheduled payments through March 2002.

In March 1999, the Company amended its U.S. feline leukemia virus vaccine supply agreement with Merial, and the Company received $1,453,000 which it was recognizing as license fee revenue ratably over the remaining life of the supply agreement. As the Company has assigned its distribution agreement with Intervet, Inc. to Merial, the Company has no further contractual obligations under the supply agreement and recognized, in June 2001, the remaining $868,000 of deferred license fee revenue.

NOTE 8—SHAREHOLDERS’ EQUITY:

In March and June 1999, the Company issued to its employees, under the 1995 Stock Option/Stock Issuance Plan, 47,000 shares and 5,000 shares of common stock, respectively. The stock vested quarterly over two years beginning January 1, 1999. The Company recognized compensation expense, as the shares vested, at the rate of $4.25 and $3.75 per share (based upon the closing price of the stock on the date of grant), respectively. In February 1998, the Company issued to its employees, under the 1995 Stock Option/Stock Issuance Plan, 25,000 shares of common stock. The stock vested quarterly over two years beginning January 1, 1998. The Company recognized compensation expense, as the shares vested, at the rate of $3.19 per share (based upon the closing price of the stock on the date of grant). Compensation expense related to these shares totalled $100,000 and $140,000 during 2000 and 1999, respectively.

In January 2002, in conjunction with the Redwood transaction (Note 14), the Company amended cash retention bonus agreements with certain employees (the “Converted Retention Bonuses”) so that, instead of cash, the employees would receive an aggregate of 8,254,000 shares of the Company’s common stock at the rate of $0.18 per share under the 1995 Stock Option/Stock Issuance Plan, payable no later than May 15, 2002. The Company also agreed to pay the employees’ income tax withholding obligation related to the Converted Retention Bonuses. In January 2002, the Company recorded compensation expense, excluding the employees’ income tax withholding obligation, related to the Converted Retention Bonuses totalling $2,641,000. The employee’s income tax withholding will be determined at a later date.

Preferred Stock

The Company is authorized to issue up to 25,000,000 shares of preferred stock. The preferred stock may be issued in one or more series. The Board of Directors is authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any wholly unissued series of preferred stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Series A Preferred Stock

The Company has a Series A Junior Participating Preferred Stock (the “Series A Preferred”) consisting of 200,000 shares. Each share of Series A Preferred is entitled to 1,000 votes. Each Series A Preferred share is entitled to dividends, payable in cash quarterly, in an amount equal to 1,000 times the aggregate per share

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

amount of dividends declared on the common stock. In the event that no common stock dividends are declared, each share of Series A Preferred is entitled to $.001 per share. The Series A Preferred is entitled to a liquidation preference of $1,000 per share, plus accrued and unpaid dividends; provided, however, that each Series A Preferred share is entitled to receive an aggregate amount per share equal to 10,000 times the aggregate amount per share distributed to the holders of common stock. In the event of a consolidation, merger, combination, etc., each share of Series A Preferred shall be exchanged into 1,000 times the aggregate per share consideration of the common stock.

There were no shares of Series A Preferred issued and outstanding as of December 31, 2001 and 2000.

Series A Preferred Stock Purchase Rights

As part of the Company’s implementation of a “poison pill” shareholder rights plan, the Company issued preferred share purchase rights (the “Rights”) to purchase, for $10.00 (the “Purchase Price”), 1/1000th of a share of Synbiotics’ Series A Preferred (the “Unit”). The Rights are not exercisable until the earlier to occur of (i) a public announcement that beneficial ownership of 20% or more of the Company’s outstanding common stock has been acquired or (ii) 10 business days (or a later date as determined by the Board of Directors) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer to acquire beneficial ownership of 20% or more of the outstanding common stock of the Company.

At any time after the beneficial ownership of 20% or more of the outstanding shares of the Company’s common stock has been acquired (but before the acquiring party has acquired 50% of the outstanding common stock) the Company may exchange all or part of the Rights for Units at an exchange ratio equal to (subject to adjustment to reflect stock splits, stock dividends and similar transactions) the Purchase Price divided by the then current per share market price per Unit on the Distribution Date. In January 2002, in conjunction with the Redwood transaction (Note 14), the rights plan was amended so that the Rights would not be exercisable upon the consummation of the Redwood transaction.

At any time prior to the public announcement that the beneficial ownership of 20% or more of the outstanding common stock of the Company has been acquired, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”). The redemption of the rights will be effective at such time as the Board of Directors in its sole discretion may establish.

The Rights will expire on October 7, 2008, unless the expiration date is extended or unless the Rights are earlier redeemed or exchanged by the Company.

Series B Preferred Stock

In January 2002, in conjunction with the Redwood transaction (Note 14), the Company designated and authorized 4,000 shares of Series B Preferred Stock (the “Series B Preferred”). Each Series B Preferred share is entitled to cumulative dividends, payable in cash quarterly, in an annual amount of $75 per share. The Series B Preferred is entitled to a liquidation preference of $1,000 per share, plus accumulated and unpaid dividends. Each share of Series B Preferred has voting power equivalent to 7,785 shares of common stock. Each share of Series B Preferred will become convertible into 7,785 shares of common stock (subject to anti-dilution adjustments) if and when the Company’s Articles of Incorporation are amended to increase the number of authorized shares of common stock to at least 70,000,000.

The Series B Preferred defines a merger and/or acquisition as a liquidating event; and as a result, the Series B Preferred is considered to be mandatorily redeemable and will be classified outside of permanent shareholders’ equity on the balance sheet. In addition, the Series B Preferred contains a beneficial conversion feature valued at $2,800,000, which will result in the Company recording a dividend in the amount of $2,800,000 when the Series B Preferred first becomes convertible. The value of the beneficial conversion feature will reduce the income available to holders of the Company’s common stock for purposes of earnings per share calculations.

In January 2002, the Company issued to Redwood 2,800 shares of Series B Preferred Stock in exchange for $2,800,000 cash.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

Stock Warrants

In conjunction with the November 2000 amendment to the Comerica debt agreement (Note 6), the Company issued to Comerica a warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $2.00 per share. The warrant is exercisable at any time through November 30, 2007. The Company has valued the warrant at $32,000 using the Black-Scholes option pricing model, which is considered a non-cash financing activity for purposes of the statement of cash flows.

In conjunction with the 1997 acquisition of SBIO-E, the Company issued to Banque Paribas a warrant to purchase 240,000 shares of the Company’s common stock at an exercise price of $.01 per share. The warrant is exercisable at any time through May 31, 2007 and contains certain anti-dilution provisions and registration rights. The Company has valued the warrant at $1,003,000 using the Black-Scholes option pricing model. In January 2002, in conjunction with the Redwood transaction (Note 14), the warrant was adjusted, pursuant to its anti-dilution provisions, and is now exercisable into 343,000 shares of the Company’s common stock at an exercise price of $0.007 per share.

In conjunction with the 1996 acquisition of International Canine Genetics, Inc. (“ICG”), the Company assumed all of the outstanding ICG stock warrants, which expired March 24, 2000, after giving effect to the exchange ratio inherent in the transaction. As a result, 284,000 shares of the Company’s common stock were reserved for issuance with an exercise price of $4.54 per share. In March 2000, 19,000 shares of the Company’s common stock were issued upon exercise of the warrants, and the remaining unexercised warrants, representing 265,000 shares of the Company’s common stock, expired.

Stock Option Plans

The Company recognizes compensation expense related to its stock option plans using the intrinsic value method. Had compensation expense for the Company’s stock option plans been determined based on the fair value at the grant dates, the Company’s net income (loss) and net income (loss) per share would have been increased to the pro forma amounts indicated below:

	Year Ended December 31,
	2001		2000			1999
Net income (loss):
As reported	$	431,000	$	(18,518,000	)	$	(1,566,000	)

Pro forma	$	195,000	$	(18,751,000	)	$	(1,843,000	)

Basic and diluted net income (loss) per share:
As reported	$	0.04	$	(2.00	)	$	(0.19	)

Pro forma	$	0.00	$	(2.01	)	$	(0.20	)

For disclosure purposes, the fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for grants in 2000 and 1999, respectively: dividend yield of 0% for both years; expected volatility of 65.5% and 54.3%; risk-free interest rates of 6.2% and 5.5%; and expected lives of 3.1 years and 3.1 years.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

The Company has adopted the 1995 Stock Option/Stock Issuance Plan (the “1995 Plan”) whereby an aggregate of 2,000,000 shares of the Company’s common stock were reserved for issuance. The 1995 Plan is administered by the Board of Directors and provides that exercise prices shall not be less than 85 percent (non-qualified options) and 100 percent (incentive options) of the fair market value of the shares at the date of grant. Options will generally vest at the rate of 1/16th of the granted shares in each continuous quarter of employment and have an exercise period not more than ten years from date of grant.

In November 1999, the 1995 Plan was amended to add an additional 600,000 shares to the maximum authorized for issuance. Under the 1995 Plan, an aggregate of 2,600,000 shares of the Company’s common stock were reserved for issuance. In conjunction with the Redwood transaction (Note 14), the 1995 Plan was amended in January 2002 so that an aggregate of 10,753,000 shares of the Company’s common stock was reserved for issuance.

The following is a summary of the stock option plan’s activity:

	Shares		Weighted-Average Exercise Price
Outstanding at December 31, 1998	1,884,000		$	3.56
Granted	281,000		$	3.86
Exercised	(128,000	)	$	3.11
Forfeited	(362,000	)	$	3.79

Outstanding at December 31, 1999	1,675,000		$	3.59
Granted	346,000		$	3.06
Exercised	(23,000	)	$	2.94
Forfeited	(78,000	)	$	3.65

Outstanding at December 31, 2000	1,920,000		$	3.50
Forfeited	(628,000	)	$	3.63

Outstanding at December 31, 2001	1,292,000		$	3.44

Options to purchase an aggregate of 1,110,000 shares, 1,393,000 shares and 1,063,000 shares were exercisable under the 1995 Plan as of December 31, 2001, 2000 and 1999, respectively, with weighted-average exercise prices of $3.50, $3.55 and $3.58 at December 31, 2001, 2000 and 1999, respectively. There were no options granted under the 1995 Plan during 2001. The weighted-average fair value of options granted under the 1995 Plan during the years ended December 31, 2000 and 1999 was $1.20 per share and $1.62 per share, respectively. There was no compensation expense during 2001, 2000 and 1999 related to the 1995 Plan.

The following is a summary of stock options outstanding at December 31, 2001:

	Options Outstanding				Options Exercisable
Exercise Price Range	Number	Weighted-Average Remaining Contractual Life (Years)	Weighted-Average Exercise Price		Number	Weighted-Average Exercise Price
$1.63-$2.54	131,000	7.9	$	2.41	84,000	$	2.40
$2.55-$3.81	664,000	5.8	$	3.19	582,000	$	3.24
$3.82-$5.63	497,000	4.2	$	4.03	444,000	$	4.05

$1.63-$5.63	1,292,000	5.4	$	3.44	1,110,000	$	3.50

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

In conjunction with the 1998 acquisition of the Company’s instrument manufacturing operations, the Company, after giving effect to the exchange ratio inherent in the transaction, reserved 157,000 shares of the Company’s common stock for issuance with an exercise price of $.0016 per share (the “1998 Plan”). As of December 31, 2001, there were no options to purchase shares outstanding and exercisable under the 1998 Plan.

In conjunction with the 1996 acquisition of International Canine Genetics, Inc. (“ICG”), the Company assumed all of the outstanding ICG stock options (the “ICG Plan”), after giving effect to the exchange ratio inherent in the transaction. As a result, 93,000 shares of the Company’s common stock were reserved for issuance with exercise prices ranging from $4.54 to $25.42 per share. As of December 31, 2001, there were options to purchase 31,000 shares outstanding and exercisable under the ICG Plan with a weighted-average exercise price of $9.34 per share and a weighted-average remaining contractual life of 1.4 years.

During 2001, 2000 and 1999, respectively, $13,000, $9,000 and $682,000 of accrued stock compensation expense was transferred to common stock upon the exercise and/or expiration of stock options, and is considered a non-cash financing activity for purposes of the statement of cash flows.

In January 2002, in conjunction with the Converted Retention Bonuses the Company cancelled options outstanding under the 1995 Plan and the ICG Plan for an aggregate of 880,000 shares of the Company’s common stock. In addition, in conjunction with the January 2002 Redwood transaction (Note 14), options to purchase an aggregate of 72,000 shares of the Company’s common stock were modified to provide for immediate vesting, upon consummation of the Redwood transaction, and to extend the expiration date to January 25, 2004. No compensation expense was recorded related to these modifications as the exercise prices of all of the options involved was greater than the fair market value of the shares on the modification date.

NOTE 9—INCOME TAXES:

The Company recorded a net provision for (benefit from) income taxes for the years ended December 31, 2001, 2000 and 1999 as follows:

	Year Ended December 31,
	2001			2000			1999
Current income tax (benefit) expense:
Federal	$	(40,000	)
State		1,000		$	14,000		$	5,000
Foreign								6,000

		(39,000	)		14,000			11,000

Deferred income tax expense (benefit):
Federal					7,933,000			(418,000	)
State					947,000			(26,000	)
Foreign		28,000			(103,000	)		21,000

		28,000			8,777,000			(423,000	)

Net income tax (benefit) expense	$	(11,000	)	$	8,791,000		$	(412,000	)

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

Deferred tax assets comprise the following:

	December 31,
	2001			2000
Net operating loss carryforwards	$	6,013,000		$	6,142,000
Tax credit carryforwards		847,000			895,000
Patent litigation settlement		640,000			819,000
Depreciation		225,000			266,000
Deferred revenue		4,000			386,000
Equity losses of investee		437,000			437,000
Accrued compensation		120,000			128,000
Other reserves and accruals		511,000			510,000

		8,797,000			9,583,000
Less valuation allowance		(8,797,000	)		(9,461,000	)

	$			$	122,000

The valuation allowance for Federal and state deferred tax assets at December 31, 2001 and 2000 is due to management’s determination that, as a result of the Company’s liquidity concerns, continuing net losses and alternative strategies for the business, it is more likely than not that the deferred tax assets will not be realized in the future.

A reconciliation of the (benefit from) provision for income taxes to the amount computed by applying the statutory Federal income tax rate to income before income taxes follows:

	Year Ended December 31,
	2001			2000			1999
Amounts computed at statutory Federal rate	$	143,000		$	(3,104,000	)	$	(716,000	)
State income taxes		66,000			52,000			(21,000	)
Foreign income taxes		210,000			112,000			148,000
Income (deductions) for financial reporting purposes for which there is no current tax (benefit) provision		94,000			2,257,000			35,000
Expiration of Federal general business tax credits		22,000			88,000			53,000
Expiration of Federal net operating loss carryforwards		118,000
Expiration of state net operating loss carryforwards					14,000
(Decrease) increase in valuation allowance		(664,000	)		9,372,000			89,000

	$	(11,000	)	$	8,791,000		$	(412,000	)

The Company has available Federal net operating loss carryforwards at December 31, 2001 of approximately $17,404,000, which expire from 2003 to 2021. Available state net operating loss carryforwards at December 31, 2001 total approximately $1,642,000, which expire from 2003 to 2006. Due to the change in the Company’s ownership resulting from the Redwood transaction (Note 14), the Company’s utilization of both Federal and state net operating carryforwards is limited to $148,000 per year. As a result of this limitation, $14,439,000 of the Company’s Federal net operating loss carryforwards, and $911,000 of the Company’s state net operating loss carryforwards, may expire before they can be utilized. Unused investment tax and research and development and alternative minimum tax credits at December 31, 2001 aggregate approximately $944,000 and expire from 2002 to 2008.

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

NOTE 10—INCOME (LOSS) PER SHARE:

The following is a reconciliation of net income (loss) and share amounts used in the computations of income (loss) per share:

	Year Ended December 31,
	2001			2000			1999
Basic and diluted net income (loss) used:
Income (loss) before extraordinary item	$	431,000		$	(17,920,000	)	$	(1,694,000	)
Less accretion of mandatorily redeemable common stock		(80,000	)		(131,000	)		(126,000	)

Income (loss) before extraordinary item used in computing basic income (loss) before extraordinary item per share		351,000			(18,051,000	)		(1,820,000	)
Early extinguishment of debt, net of tax					(598,000	)		128,000

Net income (loss) used in computing basic and diluted net income (loss) per share	$	351,000		$	(18,649,000	)	$	(1,692,000	)

Shares used:
Weighted average common shares outstanding used in computing basic income (loss) per share		9,619,000			9,336,000			9,079,000
Weighted average options and warrants to purchase common stock as determined by application of the treasury method		234,000

Shares used in computing diluted net income (loss) per share		9,853,000			9,336,000			9,336,000

Weighted average options and warrants to purchase common stock as determined by the application of the treasury method and weighted average shares of common stock issuable upon assumed conversion of debt totalling 1,310,000 shares and 309,000 shares have been excluded from the shares used in computing diluted net loss per share for the years ended December 31, 2000 and 1999, respectively, as their effect is anti-dilutive. In addition, warrants to purchase 250,000 shares of common stock at $2.00 per share and 284,000 shares of common stock at $4.54 per share have been excluded from the shares used in computing diluted net loss per share for the years ended December 31, 2001 and 1999, respectively, as their exercise price is higher than the weighted average market price for that period, and in addition their effect is anti-dilutive for the year ended December 31, 1999.

In January 2002, in conjunction with the Redwood transaction (Note 14), the Company: 1) issued 2,800 shares of Series B Preferred Stock, which may become convertible into an aggregate of 21,797,000 shares of the Company’s common stock; 2) agreed to issue on or before May 15, 2002 an aggregate of 8,254,000 shares of the Company’s common stock pursuant to the Converted Retention Bonuses (Note 8); adjusted the Banque Paribas warrant, pursuant to its anti-dilution provisions, which is now exercisable into 343,000 shares of the Company’s common stock at an exercise price of $0.007 per share (Note 8); and 4) cancelled, pursuant to the Converted Retention Bonuses, options outstanding under the 1995 Plan and the ICG Plan for an aggregate of 880,000 shares of the Company’s common stock (Note 8).

NOTE 11—COMMITMENTS AND CONTINGENCIES:

The Company leases office, laboratory and manufacturing facilities and equipment under operating leases. The facilities leases provide for escalating rental payments. Future minimum rentals under noncancelable operating leases as of December 31, 2001 are as follows:

2002	$	964,000
2003		584,000
2004		527,000
2005		536,000
2006		368,000
Thereafter		1,974,000

	$	4,953,000

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

Total rent expense under noncancelable operating leases was $1,511,000, $1,438,000 and $1,150,000 during the years ended December 31, 2001, 2000 and 1999, respectively.

The Company has filed a lawsuit against Heska Corporation (“Heska”) claiming that Heska infringes a patent owned by the Company and is seeking unspecified damages. Heska has filed a counterclaim against the Company seeking a declaratory judgment that the Company’s patent is invalid and unenforceable. The Company denies Heska’s allegations that its patent is invalid and unenforceable, and plans to vigorously defend its patent against the allegations. The suit is scheduled for trial in May 2002.

In August 2001, MTrade Comercio Importacao E Exporta, a Brazilian corporation, (“MTrade”) filed a lawsuit against the Company alleging a breach of contract related to a distribution agreement for certain of the Company’s products which the Company terminated due to MTrade’s lack of performance under the agreement. In January 2002, MTrade withdrew its complaint, and re-filed the complaint in March 2002. The Company has not been served with the re-filed complaint. The lawsuit seeks $700,000 in actual damages, as well as unspecified damages, plus court costs and attorney fees. The Company is exploring with MTrade the possibility of mediating the dispute. If mediation is unsuccessful, the Company plans to vigorously defend itself against the lawsuit.

In March 2002, The London Manhattan Company, Inc. (“London Manhattan”) filed a lawsuit against the Company alleging breach of contract and breach of contract accompanied by a fraudulent act, because the Company did not pay London Manhattan an investment banking fee in conjunction with the January 2002 Redwood transaction (Note 14). The Company had terminated the investment banking agreement with London Manhattan seven months prior to the Redwood transaction, and London Manhattan had no involvement with the Redwood transaction. The Company has not been served with the complaint. The lawsuit seeks unspecified damages, but an earlier demand letter from London Manhattan demanded $140,000. The Company plans to vigorously defend itself against the lawsuit.

NOTE 12—SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS:

The Company has determined that it has only one reportable segment based on the fact that all of its products are animal health products. Although the Company sells diagnostic, vaccine and instrument products, it does not base its business decision making on a product category basis.

The following are revenues for the Company’s diagnostic, vaccine and instrument products:

	Year Ended December 31,
	2001		2000		1999
Diagnostics	$	24,595,000	$	23,511,000	$	23,091,000
Vaccines		304,000		4,968,000		6,013,000
Instruments		1,595,000		2,594,000		1,333,000
Other revenues		1,027,000		256,000		259,000

	$	27,521,000	$	31,329,000	$	30,696,000

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

The following are revenues and long-lived assets information by geographic area:

	Year Ended December 31,
	2001		2000		1999
Revenues:
United States	$	18,947,000	$	21,511,000	$	21,796,000
France		2,673,000		4,466,000		4,518,000
Other foreign countries		5,901,000		5,352,000		4,382,000

	$	27,521,000	$	31,329,000	$	30,696,000

	December 31,
	2001		2000
Long-lived assets:
United States	$	11,929,000	$	13,405,000
France		4,696,000		5,337,000

	$	16,625,000	$	18,742,000

There were no sales to any one customer that totalled 10% or more of total revenues during the years ended December 31, 2001, 2000 and 1999.

NOTE 13—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Selected quarterly financial data for 2001 and 2000 is as follows:

		1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
Net sales	2001	$	7,962,000		$	7,195,000		$	6,003,000		$	5,334,000
	2000		9,158,000			8,646,000			7,451,000			5,818,000
Gross profit	2001		4,754,000			3,943,000			3,499,000			2,617,000
	2000		4,225,000			5,023,000			3,670,000			1,153,000
Income (loss) before extraordinary item	2001		829,000			1,111,000			(216,000	)		(1,293,000	)
	2000		(834,000	)		(791,000	)		(808,000	)		(15,487,000	)
Basic and diluted income (loss) before extraordinary item per share	2001		0.08			0.11			(0.02	)		(0.13	)
	2000		(0.09	)		(0.09	)		(0.09	)		(1.66	)

Net income (loss)	2001		829,000			1,111,000			(216,000	)		(1,293,000	)
	2000		(834,000	)		(1,374,000	)		(808,000	)		(15,502,000	)

Basic and diluted net income (loss) per share	2001		0.08			0.11			(0.02	)		(0.13	)
	2000		(0.09	)		(0.15	)		(0.09	)		(1.67	)

SYNBIOTICS CORPORATION

NOTES TO FINANCIAL CONSOLIDATED STATEMENTS—(Continued)

NOTE 14—LIQUIDITY:

The Company has incurred losses in prior years and had an accumulated deficit of $31,766,000 at December 31, 2001. During the years 2000 and 2001, management took actions to refocus the Company’s operations on its core animal health products. In addition, during 2001 the Company restructured its bank obligations (Note 6) and its potential redeemable stock obligations (Note 7). The Company also raised $2,800,000 in additional capital in January 2002 (Note 15). As a result of these actions, management believes that the Company’s existing capital resources and cash flow from operations will be sufficient to meet the Company’s working capital needs and meet its contractual obligations for at least the next twelve months. However, in the event that management’s expectations of future operating results are not achieved, or in the event of other unforeseen events, the Company may be required to raise additional capital to sustain its operations. There is no assurance that such financing will be available, or if available, on terms which are acceptable to the Company.

NOTE 15—SUBSEQUENT EVENTS:

In January 2002, the Company issued 2,800 shares of Series B Preferred Stock to Redwood West Coast, LLC (“Redwood”), in exchange for $2,800,000 cash. The Series B Preferred shares may become convertible into an aggregate of 21,797,000 shares of the Company’s common stock, are entitled to cumulative dividends and are entitled to a liquidation preference (Note 8). Redwood representatives now constitute a majority of the Company’s Board of Directors, and also controls approximately 54% of the Company’s voting stock on a fully diluted basis after taking into account the shares of common stock to be issued pursuant to the Converted Retention Bonuses. The Company will pay an affiliate of Redwood a consulting fee of $15,000 per month beginning in February 2002.

In conjunction with the Redwood transaction, and pursuant to the Converted Retention Bonuses (Note 8), the Company will issue, on or before May 15, 2002, an aggregate of 8,254,000 of the Company’s common stock to certain employees. The Company also agreed to pay the employees’ income tax withholding obligation related to the Converted Retention Bonuses in exchange for the cancellation of options outstanding for an aggregate of 880,000 shares of the Company’s common stock. In January 2002, the Company recorded compensation expense, excluding the employees’ income tax withholding obligation, related to the Converted Retention Bonuses totalling $2,641,000. The employees’ income tax withholding will be determined at a later date. In addition, the Company also amended its remaining employee cash retention bonus agreements (the “Cash Retention Bonuses”) so that the amounts that would have become payable upon the consummation of the Redwood transaction will instead be payable in January 2003. The Company recorded compensation expense totalling $617,000 in January 2002 related to the Cash Retention Bonuses. The Cash Retention Bonuses also modified options to purchase an aggregate of 72,000 shares of the Company’s common stock to provide for immediate vesting, upon consummation of the Redwood transaction, and to extend the expiration date to January 25, 2004. No compensation expense was recorded related to these modifications as the exercise prices of all of the options involved was greater than the fair market value of the shares on the modification date.

The Company amended its credit agreement with Comerica in conjunction with the Redwood transaction. The $7,132,000 principal amount outstanding under the Company’s revolving line of credit and term note, each due in March 2002, was converted into a new $7,132,000 term note. The new note bears interest at the rate of prime plus 2%, and is payable in monthly installments of $100,000 plus accrued interest through January 2003 and monthly installments of $125,000 plus accrued interest thereafter, with all remaining principal due January 25, 2004. In addition, the Company must make a partial prepayment if its EBITDA (earnings before interest, taxes, depreciation and amortization) in 2002 exceeds $4,000,000. As of December 31, 2001, the Company was not in compliance with certain of the original Comerica financial covenants. The amended credit agreement waives all prior instances of non-compliance with financial covenants, and includes only minimal financial covenants.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

The information required under Part III, Items 10, 11, 12 and 13, has been omitted from this report since we intend to file with the Securities and Exchange Commission, not later than 120 days after the close of our fiscal year, a definitive proxy statement prepared pursuant to Regulation 14A containing such information, which information is hereby incorporated by reference.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) List of documents filed as a part of this report:

Financial Statements

Reference is made to the Index to Financial Statements under Item 8 in Part II hereof where these documents are listed.

Financial Statement Schedules

Reference is made to the Index to Financial Statements under Item 8 in Part II hereof where these documents are listed. All schedules not listed in the Index to Financial Statements under item 8 in Part II are inapplicable or the required information is included in the consolidated financial statements or notes thereto.

(b)

Reports on Form 8-K

None.

(c)

Exhibit Index

Exhibits marked with an asterisk have not been included with this Annual Report on Form 10-K, but instead have been incorporated by reference to other documents filed by us with the Securities and Exchange Commission. We will furnish a copy of any one or more of these exhibits to any shareholder who so requests.

Exhibit	Title	Method of Filing
2.8*	Exchange Agreement between the Registrant and the Individual Members of W3COMMERCE LLC, dated January 12, 2000.	Incorporated herein by reference to Exhibit 2.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

2.9*	Asset Purchase Agreement by and between the Registrant and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.	Incorporated herein by reference to Exhibit 2.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

2.10*	Stock Purchase Agreement Among the Registrant, W3COMMERCE inc., and Colin Lucas-Mudd, Donna Lucas-Mudd, Edward Brunel-Cohen, Regan Carey, Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keen and Kimberley Lind, dated as of December 31, 2000.	Incorporated herein by reference to Exhibit 2.10 to the Registrant’s Current Report on Form 8-K dated December 31, 2000.

2.11*	Stock Purchase Agreement between the Registrant and Redwood West Coast, LLC, dated January 25, 2002.	Incorporated herein by reference to Exhibit 2.11 to the Registrant’s Current Report on Form 8-K dated January 25, 2002.

3.1*	Articles of Incorporation, as amended.	Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 1996.

3.1.1*	Certificate of Amendment of Articles of Incorporation, filed August 4, 1998.	Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1998.

3.2*	Bylaws, as amended.	Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998.

4.1*	Certificate of Determination of Series A Junior Participating Preferred Stock filed October 13, 1998.	Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 1998.

4.2*	Rights Agreement, dated as of October 1, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., which includes the form of Certificate of Determination for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C.	Incorporated herein by reference to the Registrant’s Form 8-A dated October 7, 1998.

4.2.1*	Amendment to Rights Agreement between the Registrant and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), dated as of January 25, 2002.	Incorporated herein by reference to Exhibit 1 to the Registrant’s Form 8-A/A dated January 25, 2002.

4.4*	Credit Agreement by and between the Registrant and Comerica Bank—California, dated April 12, 2000.	Incorporated herein by reference to Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

4.4.1*	First Amendment to Credit Agreement by and between the Registrant and Comerica Bank—California, dated April 18, 2000.	Incorporated herein by reference to Exhibit 4.4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

Exhibit	Title	Method of Filing
4.4.2*	Second Amendment to Credit Agreement by and between the Registrant and Comerica Bank—California, dated November 14, 2000.	Incorporated herein by reference to Exhibit 4.4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.

4.4.3*	Third Amendment to Credit Agreement and Loan Documents and Waiver of Defaults by and between the Registrant and Comerica Bank—California, dated January 25, 2002.	Incorporated herein by reference to Exhibit 4.4.3 to the Registrant’s Current Report on Form 8-K dated January 25, 2002.

4.4.4*	Promissory Note from Registrant to Comerica Bank—California, dated January 25, 2002.	Incorporated herein by reference to Exhibit 4.4.4 to the Registrant’s Current Report on Form 8-K dated January 25, 2002.

4.5*	Certificate of Determination of Preferences of Series B Preferred Stock filed January 5, 2002.	Incorporated herein by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K dated January 25, 2002.

4.5.1*	Certificate of Amendment to Certificate of Determination of Preferences of Series B Preferred Stock filed January 24, 2002.	Incorporated herein by reference to Exhibit 4.5.1 to the Registrant’s Current Report on Form 8-K dated January 25, 2002.

10.1*	Lease of Premises by Registrant located at 11011 Via Frontera, San Diego, California, dated November 20, 1996.	Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

10.1.1*	First Amendment to Lease of Premises by Registrant located at 11011 Via Frontera, San Diego, California.	Incorporated herein by reference to Exhibit 10.1.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

10.2*†	Employment Agreement between the Registrant and Kenneth M. Cohen, dated May 7, 1996.	Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4, Registration No. 333-10343, dated September 12, 1996.

10.2.1†	Employment Separation/Consulting Agreement and General Release between the Registrant and Kenneth M. Cohen, dated as of April 2, 2001.	Filed herewith.

10.7*†	Employment Agreement between the Registrant and Paul A. Rosinack, dated October 25, 1996.	Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

10.7.1*†	Amendment of Employment Agreement between the Registrant and Paul A. Rosinack, dated February 14, 2001.	Incorporated herein by reference to Exhibit 10.7.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.8*†	Employment Agreement between the Registrant and Michael K. Green, dated July 9, 1997.	Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.8.1*†	Amendment of Employment Agreement between the Registrant and Michael K. Green, dated February 14, 2001.	Incorporated herein by reference to Exhibit 10.8.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

Exhibit	Title	Method of Filing
10.9*†	Employment Contract between Synbiotics Europe, SAS and Francois Guillemin, dated as of July 22, 1999.	Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999.

10.9.1*†	Amendment of Employment Agreement between the Registrant and Francois Guillemin, dated February 14, 2001.	Incorporated herein by reference to Exhibit 10.9.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.10*†	Employment Agreement between the Registrant and Serge Leterme, dated August 1, 1998.	Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001.

10.10.1*†	Amendment of Employment Agreement between the Registrant and Serge Leterme, dated February 14, 2001.	Incorporated herein by reference to Exhibit 10.10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.11*†	Employment Agreement between the Registrant and Robert Buchanan, dated April 24, 2000.	Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001.

10.11.1*†	Amendment of Employment Agreement between the Registrant and Robert Buchanan, dated February 14, 2001.	Incorporated herein by reference to Exhibit 10.11.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.34.1*	Renewal and Amendment of lease of Premises located at 16420 Via Esprillo, San Diego, California, dated as of November 1, 2000.	Incorporated herein by reference to Exhibit 10.34.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

10.50*†	1995 Stock Option/Stock Issuance Plan, as amended.	Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-76298, dated January 4, 2002.

10.70*	Non-Competition Agreement between the Registrant and Colin Lucas-Mudd, dated January 12, 2000.	Incorporated herein by reference to Exhibit 10.70 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

10.71*†	Employment Agreement between W3COMMERCE LLC and Colin Lucas-Mudd, dated January 12, 2000.	Incorporated herein by reference to Exhibit 10.71 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

10.72*	Convertible Promissory Note from the Registrant to Colin Lucas-Mudd, dated January 12, 2000.	Incorporated herein by reference to Exhibit 10.72 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

10.73*	Convertible Promissory Note from the Registrant to Rigdon Currie, dated January 12, 2000.	Incorporated herein by reference to Exhibit 10.73 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.

Exhibit	Title	Method of Filing
10.74*	Secured Promissory Note from the Registrant to Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.	Incorporated herein by reference to Exhibit 10.74 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

10.74.1*	Security Agreement by and between the Registrant and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.	Incorporated herein by reference to Exhibit 10.74.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

10.74.2*	Intercreditor Agreement by and among the Registrant, Comerica Bank and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.	Incorporated herein by reference to Exhibit 10.74.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

10.75*	Warrant Agreement between the Registrant and Comerica Bank, dated as of December 1, 2000.	Incorporated herein by reference to Exhibit 10.75 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000.

10.76*	Asset Sale and Assignment Agreement by and among the Registrant and Merial Limited, Merial S.A.S. and Merial, Inc., dated as of June 1, 2001.	Incorporated herein by reference to Exhibit 10.76 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

10.77	License, Distribution and OEM Agreement by and between the Registrant and Agen Biomedical Limited, dated as of October 29, 2001.	Filed herewith.

10.78	Assignment Agreement by and between the Registrant and Agen Biomedical Limited, dated as of October 29, 2001.	Filed herewith.

10.79*†	Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated June 16, 2000.	Incorporated herein by reference to Exhibit 10.79 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.79.1*†	Amended Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated January 24, 2001.	Incorporated herein by reference to Exhibit 10.79.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.79.2*†	Memorandum Amending Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated March 15, 2001.	Incorporated herein by reference to Exhibit 10.79.2 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.79.3*†	Amendment to Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated January 4, 2002.	Incorporated herein by reference to Exhibit 10.79.3 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.80*†	Management Retention Plan Agreement between the Registrant and Michael K. Green, dated July 12, 2000.	Incorporated herein by reference to Exhibit 10.80 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

Exhibit	Title	Method of Filing
10.80.1*†	Amended Management Retention Plan Agreement between the Registrant and Michael K. Green, dated January 18, 2001.	Incorporated herein by reference to Exhibit 10.80.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.80.2*†	Memorandum Amending Management Retention Plan Agreement between the Registrant and Michael K. Green, dated March 15, 2001.	Incorporated herein by reference to Exhibit 10.80.2 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.80.3*†	Amendment to Retention Plan Agreement between the Registrant and Michael K. Green, dated January 4, 2002.	Incorporated herein by reference to Exhibit 10.80.3 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.81*†	Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated June 26, 2000.	Incorporated herein by reference to Exhibit 10.81 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.81.1*†	Amended Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated February 2, 2001.	Incorporated herein by reference to Exhibit 10.81.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.81.2*†	Memorandum Amending Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated March 15, 2001.	Incorporated herein by reference to Exhibit 10.81.2 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.81.3*†	Amendment to Retention Plan Agreement between the Registrant and Francois Guillemin, dated January 4, 2002.	Incorporated herein by reference to Exhibit 10.81.3 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.82*†	Management Retention Plan Agreement between the Registrant and Serge Leterme, dated July 7, 2000.	Incorporated herein by reference to Exhibit 10.82 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.82.1*†	Amended Management Retention Plan Agreement between the Registrant and Serge Leterme, dated January 29, 2001.	Incorporated herein by reference to Exhibit 10.82.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.82.2*†	Memorandum Amending Management Retention Plan Agreement between the Registrant and Serge Leterme, dated March 15, 2001.	Incorporated herein by reference to Exhibit 10.82.2 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.82.3*†	Amendment to Retention Plan Agreement between the Registrant and Serge Leterme, dated January 4, 2002.	Incorporated herein by reference to Exhibit 10.82.3 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.83*†	Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated July 7, 2000.	Incorporated herein by reference to Exhibit 10.83 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

Exhibit	Title	Method of Filing
10.83.1*†	Amended Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated January 29, 2001.	Incorporated herein by reference to Exhibit 10.83.1 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.83.2*†	Memorandum Amending Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated March 15, 2001.	Incorporated herein by reference to Exhibit 10.83.2 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.83.3*†	Amendment to Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated January 4, 2002.	Incorporated herein by reference to Exhibit 10.83.3 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.84*	Form of Amendment to Retention Plan Agreement between the Registrant and an employee, dated January 4, 2002. Agreements on this form were entered into with 74 employees, none of whom is an officer. No employee signed an agreement both on this form and on the form in Exhibit 10.85	Incorporated herein by reference to Exhibit 10.84 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

10.85*†	Form of Amendment to Retention Plan Agreement between the Registrant and an employee, dated January 4, 2002. Agreements on this form were entered into with each of Carmen Adams, Kenneth Aeschbacher, Janet Anderson, Arnold Barron, Kathleen Bestul, Veronique Bouchot-Torres, Dana Brownell, Keith Butler, Allen Carlson, Emmanuel Combe, John Donovin, Judith Francello, Clifford Frank, Mary Hanavan, Mike Harrod, Denis Hartman, Kathy Hildebrand, Kevin Jones, Cherian Kadookunnel, Chinta Lamichhane, Rene Lampe, Catherine Lane, Barbara Livingston, Patrick Lopez, Donna Murphy, Krista Musil, Nadia Plantier, Michael Rees, Tracy Roberts, Ernesto Samson, Ron Sanders, John Shimmel, Greg Soulds, James Stoner, Tatijana Sutka, and Mary Anne Williams, respectively.	Incorporated herein by reference to Exhibit 10.85 to the Registrant’s Current Report on Form 8-K dated February 8, 2002.

21	List of Subsidiaries.	Filed herewith.

23	Consent of Independent Accountants.	Filed herewith.

Incorporated by reference.

^†

Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 29, 2002	SYNBIOTICS CORPORATION

	By	/S/ MICHAEL K. GREEN
		Michael K. Green Senior Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/S/ PAUL A. ROSINACK Paul A. Rosinack	Chief Executive Officer, President and Director (Principal Executive Officer)	March 29, 2002

/S/ MICHAEL K. GREEN Michael K. Green	Chief Financial Officer (Principal Financial Officer)	March 29, 2002

/S/ KEITH A. BUTLER Keith A. Butler	Corporate Controller (Principal Accounting Officer)	March 29, 2002

/S/ THOMAS J. DONELAN Thomas J. Donelan	Director	March 29, 2002

/S/ CHRISTOPHER P. HENDY Christopher P. Hendy	Director	March 29, 2002

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

EXHIBITS

FORM 10-K

UNDER

SECURITIES EXCHANGE ACT OF 1934

SYNBIOTICS CORPORATION

EXHIBIT INDEX

Exhibit No.		Exhibit
2.8*		Exchange Agreement between the Registrant and the Individual Members of W3COMMERCE LLC, dated January 12, 2000.
2.9*		Asset Purchase Agreement by and between the Registrant and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.
2.10*		Stock Purchase Agreement Among the Registrant, W3COMMERCE inc., and Colin Lucas-Mudd, Donna Lucas-Mudd, Edward Brunel-Cohen, Regan Carey, Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keen and Kimberley Lind, dated as of December 31, 2000.
2.11*		Stock Purchase Agreement between the Registrant and Redwood West Coast, LLC, dated January 25, 2002.
3.1*		Articles of Incorporation, as amended.
3.1.1*		Certificate of Amendment of Articles of Incorporation, filed August 4, 1998.
3.2*		Bylaws, as amended.
4.1*		Certificate of Determination of Series A Junior Participating Preferred Stock filed October 13, 1998.
4.2*		Rights Agreement, dated as of October 1, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., which includes the form of Certificate of Determination for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Shares as Exhibit C.
4.2.1*		Amendment to Rights Agreement between the Registrant and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), dated as of January 25, 2002.
4.4*		Credit Agreement by and between the Registrant and Comerica Bank—California, dated April 12, 2000.
4.4.1*		First Amendment to Credit Agreement by and between the Registrant and Comerica Bank—California, dated April 18, 2000.
4.4.2*		Second Amendment to Credit Agreement by and between the Registrant and Comerica Bank—California, dated November 14, 2000.
4.4.3*		Third Amendment to Credit Agreement and Loan Documents and Waiver of Defaults by and between the Registrant and Comerica Bank—California, dated January 25, 2002.
4.4.4*		Promissory Note from Registrant to Comerica Bank—California, dated January 25, 2002.
4.5*		Certificate of Determination of Preferences of Series B Preferred Stock filed January 5, 2002.
4.5.1*		Certificate of Amendment to Certificate of Determination of Preferences of Series B Preferred Stock filed January 24, 2002.
10.1*		Lease of Premises by Registrant located at 11011 Via Frontera, San Diego, California, dated November 20, 1996.
10.1.1*		First Amendment to Lease of Premises by Registrant located at 11011 Via Frontera, San Diego, California.
10.2*†		Employment Agreement between the Registrant and Kenneth M. Cohen, dated May 7, 1996.
10.2.1†		Employment Separation/Consulting Agreement and General Release between the Registrant and Kenneth M. Cohen, dated as of April 2, 2001.
10.7*†		Employment Agreement between the Registrant and Paul A. Rosinack, dated October 25, 1996.
10.7.1*†		Amendment of Employment Agreement between the Registrant and Paul A. Rosinack, dated February 14, 2001.

Exhibit No.		Exhibit
10.8*†		Employment Agreement between the Registrant and Michael K. Green, dated July 9, 1997.
10.8.1*†		Amendment of Employment Agreement between the Registrant and Michael K. Green, dated February 14, 2001.
10.9*†		Employment Contract between Synbiotics Europe, SAS and Francois Guillemin, dated as of July 22, 1999.
10.9.1*†		Amendment of Employment Agreement between the Registrant and Francois Guillemin, dated February 14, 2001.
10.10*†		Employment Agreement between the Registrant and Serge Leterme, dated August 1, 1998.
10.10.1*†		Amendment of Employment Agreement between the Registrant and Serge Leterme, dated February 14, 2001.
10.11*†		Employment Agreement between the Registrant and Robert Buchanan, dated April 24, 2000.
10.11.1*†		Amendment of Employment Agreement between the Registrant and Robert Buchanan, dated February 14, 2001.
10.34.1*		Renewal and Amendment of lease of Premises located at 16420 Via Esprillo, San Diego, California, dated as of November 1, 2000.
10.50*†		1995 Stock Option/Stock Issuance Plan, as amended.
10.70*		Non-Competition Agreement between the Registrant and Colin Lucas-Mudd, dated January 12, 2000.
10.71*†		Employment Agreement between W3COMMERCE LLC and Colin Lucas-Mudd, dated January 12, 2000.
10.72*		Convertible Promissory Note from the Registrant to Colin Lucas-Mudd, dated January 12, 2000.
10.73*		Convertible Promissory Note from the Registrant to Rigdon Currie, dated January 12, 2000.
10.74*		Secured Promissory Note from the Registrant to Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.
10.74.1*		Security Agreement by and between the Registrant and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.
10.74.2*		Intercreditor Agreement by and among the Registrant, Comerica Bank and Kirkegaard & Perry Laboratories, Inc., dated April 18, 2000.
10.75*		Warrant Agreement between the Registrant and Comerica Bank, dated as of December 1, 2000.
10.76*		Asset Sale and Assignment Agreement by and among the Registrant and Merial Limited, Merial S.A.S. and Merial, Inc., dated as of June 1, 2001.
10.77		License, Distribution and OEM Agreement by and between the Registrant and Agen Biomedical Limited, dated as of October 29, 2001.
10.78		Assignment Agreement by and between the Registrant and Agen Biomedical Limited, dated as of October 29, 2001.
10.79*†		Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated June 16, 2000.
10.79.1*†		Amended Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated January 24, 2001.
10.79.2*†		Memorandum Amending Management Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated March 15, 2001.

Exhibit No.		Exhibit
10.79.3*†		Amendment to Retention Plan Agreement between the Registrant and Paul A. Rosinack, dated January 4, 2002.
10.80*†		Management Retention Plan Agreement between the Registrant and Michael K. Green, dated July 12, 2000.
10.80.1*†		Amended Management Retention Plan Agreement between the Registrant and Michael K. Green, dated January 18, 2001.
10.80.2*†		Memorandum Amending Management Retention Plan Agreement between the Registrant and Michael K. Green, dated March 15, 2001.
10.80.3*†		Amendment to Retention Plan Agreement between the Registrant and Michael K. Green, dated January 4, 2002.
10.81*†		Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated June 26, 2000.
10.81.1*†		Amended Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated February 2, 2001.
10.81.2*†		Memorandum Amending Management Retention Plan Agreement between the Registrant and Francois Guillemin, dated March 15, 2001.
10.81.3*†		Amendment to Retention Plan Agreement between the Registrant and Francois Guillemin, dated January 4, 2002.
10.82*†		Management Retention Plan Agreement between the Registrant and Serge Leterme, dated July 7, 2000.
10.82.1*†		Amended Management Retention Plan Agreement between the Registrant and Serge Leterme, dated January 29, 2001.
10.82.2*†		Memorandum Amending Management Retention Plan Agreement between the Registrant and Serge Leterme, dated March 15, 2001.
10.82.3*†		Amendment to Retention Plan Agreement between the Registrant and Serge Leterme, dated January 4, 2002.
10.83*†		Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated July 7, 2000.
10.83.1*†		Amended Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated January 29, 2001.
10.83.2*†		Memorandum Amending Management Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated March 15, 2001.
10.83.3*†		Amendment to Retention Plan Agreement between the Registrant and Robert D. Buchanan, dated January 4, 2002.
10.84*		Form of Amendment to Retention Plan Agreement between the Registrant and an employee, dated January 4, 2002. Agreements on this form were entered into with 74 employees, none of whom is an officer. No employee signed an agreement both on this form and on the form in Exhibit 10.85.

Exhibit No.		Exhibit
10.85*†		Form of Amendment to Retention Plan Agreement between the Registrant and an employee, dated January 4, 2002. Agreements on this form were entered into with each of Carmen Adams, Kenneth Aeschbacher, Janet Anderson, Arnold Barron, Kathleen Bestul, Veronique Bouchot-Torres, Dana Brownell, Keith Butler, Allen Carlson, Emmanuel Combe, John Donovin, Judith Francello, Clifford Frank, Mary Hanavan, Mike Harrod, Denis Hartman, Kathy Hildebrand, Kevin Jones, Cherian Kadookunnel, Chinta Lamichhane, Rene Lampe, Catherine Lane, Barbara Livingston, Patrick Lopez, Donna Murphy, Krista Musil, Nadia Plantier, Michael Rees, Tracy Roberts, Ernesto Samson, Ron Sanders, John Shimmel, Greg Soulds, James Stoner, Tatijana Sutka, and Mary Anne Williams, respectively.
21		List of Subsidiaries.
23		Consent of Independent Accountants.

Incorporated by reference.

^†

Management contract or compensatory plan or arrangement.

EX-10.2.1 3 dex1021.txt EMPLOYMENT SEPARATION/CONSULTING AGREEMENT Exhibit 10.2.1 -------------- EMPLOYMENT SEPARATION/CONSULTING AGREEMENT ------------------------------------------ AND GENERAL RELEASE ------------------- THIS EMPLOYMENT SEPARATION/CONSULTING AGREEMENT AND GENERAL RELEASE (hereinafter "AGREEMENT") is made and entered into by and between Kenneth M. Cohen (hereinafter "COHEN") and Synbiotics Corporation (hereinafter "SYNBIOTICS" or the "Company"), effective as of April 2, 2001, and inures to the benefit of each of SYNBIOTICS' current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns. RECITALS -------- A. COHEN has been through April 2, 2001 SYNBIOTICS' President and Chief Executive Officer and a member of SYNBIOTICS' Board of Directors. B. Notwithstanding and in addition to any other written resignations, by executing this AGREEMENT, COHEN resigns from his employment with and from all his positions as a director, officer and employee of SYNBIOTICS and its subsidiary Synbiotics Europe SAS effective April 2, 2001. C. As of April 2, 2001, COHEN held options under SYNBIOTICS' 1995 Stock Option/ Stock Issuance Plan (the "Plan") to purchase shares of SYNBIOTICS' common stock (the "Options"). As of April 2, 2001, COHEN had acquired vested interests in 266,875 of such Options (the "Vested Options"), and had not yet acquired vested rights in 133,125 of such Options (the "Unvested Options"). D. SYNBIOTICS wishes to retain COHEN as a consultant to the Company beginning April 4, 2001, and COHEN wishes to provide personal services to the Company in return for certain compensation and benefits, as more specifically identified herein. THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between COHEN, on the one hand, and SYNBIOTICS, on the other, as follows: 1. Incorporation of Recitals. The Recitals and identification of the ------------------------- parties to, and beneficiaries of, this AGREEMENT are incorporated by reference as though fully set forth herein. 2. Compensation for Employment. SYNBIOTICS agrees to pay to COHEN all of --------------------------- his wages (other than his accrued and unused vacation time) accrued through April 2, 2001 by no later April 4, 2001. The parties agree that this amount is $2,243.68, before applicable tax withholding. SYNBIOTICS agrees to pay COHEN all of his accrued and unused vacation time through April 2, 2001, which the parties agree amounts to 299.98 hours, at $140.23 per hour, as follows: $12,153.33 (before applicable withholding) on April 16, 2001; $12,153.33 (before applicable withholding) on May 1, 2001; and $17,759.54 (before applicable withholding) on May 16, 2001. Except as expressly provided in this Section 2, COHEN hereby waives and renounces any and all other amounts which are or may become due to him under SYNBIOTICS' Management Retention Plan, as amended, or any other "stay bonus" plan, and under his Employee Agreement dated May 7, 1996 (including the severance provisions thereof), and under any other written or oral compensation arrangement. COHEN acknowledges that effective upon his employment termination he will be unable to continue his participation in SYNBIOTICS' 401(k) plan, Section 125 cafeteria plan, or, except as allowed by COBRA, any other SYNBIOTICS perquisite, employee benefit plan or fringe benefit plan. The parties acknowledge and agree that upon execution and delivery of this AGREEMENT all of the Unvested Options shall terminate immediately and never vest. The parties further agree that the Vested Options shall remain exercisable only for so long after the April 2, 2001 cessation of service as is provided for by the terms of the Vested Options documentation (i.e., 30 days). 3. COBRA Benefits. COHEN acknowledges that he has been provided with -------------- forms by which he may maintain his and his eligible dependents' participation in SYNBIOTICS' group medical and dental insurance plans pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). SYNBIOTICS agrees that if COHEN timely elects to continue his and his eligible dependents' participation in the Company's group medical and dental insurance plans pursuant to COBRA, the Company will pay the employer portion of the COBRA premiums therefor on behalf of COHEN and his eligible dependents, until April 2, 2002. Nothing herein shall limit the right of SYNBIOTICS to change the provider and/or the terms of its group medical and/or dental insurance plan at any time hereafter. 4. No Employment Agreement. The parties acknowledge and agree that ----------------------- this AGREEMENT is not an employment agreement, that the employment relationship between the parties has terminated, and that all prior agreements concerning employment and/or consultancy, whether oral or written, are superseded by this AGREEMENT. 5. Consulting Agreement. -------------------- 5.1 Term. Subject to its rights to terminate this AGREEMENT ---- earlier pursuant to the termination provisions contained in Section 8 hereof, SYNBIOTICS agrees that commencing upon April 4, 2001, and continuing through March 15, 2002, it shall retain COHEN as an independent contractor consultant (the "Consulting Period"). COHEN agrees to assist SYNBIOTICS as an independent contractor consultant during the Consulting Period. 2 5.2 Compensation. During the Consulting Period, SYNBIOTICS shall ------------ pay to COHEN for his consulting services the gross sum of $1 for the period from April 4, 2001 through May 16, 2001, and thereafter at the rate of $24,961.76 per full month for the remaining duration of the Consulting Period. The consulting fee shall be due and payable to COHEN in arrears semimonthly. 5.3 Duties. During the Consulting Period, COHEN agrees to make ------ himself available to provide oral or written advice and input on SYNBIOTICS business matters, as may be requested of him from time to time by the President and Chief Executive Officer and/or the Company's Board of Directors. COHEN shall report only to the President and Chief Executive Officer and/or the Chair of the Company's Board of Directors, and shall communicate only with such persons, unless specifically directed otherwise by the President/CEO and/or Chair. COHEN shall comply with all applicable laws in the course of his work. All works of authorship made by COHEN in the course of his duties shall be "works made for hire." COHEN agrees that SYNBIOTICS shall own the copyright on such works of authorship with no license back to COHEN, and that SYNBIOTICS shall own the patent rights on all inventions made by COHEN in the course of his duties (again with no license back to COHEN). COHEN shall provide all reasonable assistance to SYNBIOTICS in evidencing and prosecuting SYNBIOTICS' copyright and patent rights in such works of authorship and inventions. 5.4 Time Commitment. During the Consulting Period, COHEN shall --------------- make himself available to SYNBIOTICS to perform consulting duties on a reasonable, part-time, as-needed basis as requested by the Company. SYNBIOTICS agrees to provide COHEN with reasonable advance notice of its need for his services. COHEN agrees to provide the Company with at least one week's advance notice of any vacation or other planned absence in which COHEN will be unavailable to render consulting services for the Company. SYNBIOTICS and COHEN shall use reasonable efforts to coordinate any scheduling conflicts between COHEN's other activities and engagements and the services to be performed by COHEN for SYNBIOTICS. 5.5 Independent Contractor. COHEN acknowledges that he is an ---------------------- independent contractor, is not an agent or employee of the Company, is not entitled to any Company employment rights or benefits and is not authorized to act on behalf of the Company. COHEN shall be solely responsible for any and all tax obligations of COHEN, including but not limited to, all city, state and federal income taxes, social security withholding tax and other self employment tax incurred by COHEN, and for providing workers' compensation insurance. In the event that any taxing authority seeks to collect taxes, interest and/or penalties from SYNBIOTICS on the consulting compensation paid to COHEN under this AGREEMENT, COHEN will hold SYNBIOTICS harmless from any and all claims for such taxes, interest and/or penalties and will indemnify SYNBIOTICS against any such claims. SYNBIOTICS shall not dictate the work hours of COHEN during the term of this AGREEMENT. The parties hereby acknowledge and agree that SYNBIOTICS shall have no right to control the manner, means, or method by which COHEN performs the services called for by this AGREEMENT. Rather, SYNBIOTICS shall be entitled only to direct COHEN with respect to the elements of services to be performed by COHEN and the results to be derived by SYNBIOTICS, to inform COHEN as to where and when such services shall be performed, to limit and identify the persons at SYNBIOTICS with whom COHEN may communicate, and to review and assess the 3 performance of such services by COHEN for the purposes of assuring that such services have been performed and confirming that such results were satisfactory. SYNBIOTICS shall be entitled to exercise broad general power of supervision and control over the results of work performed by COHEN to ensure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the work, and the right to propose modifications to the work. 5.6 No Agency Relationship. Nothing herein shall be deemed to ---------------------- create an agency relationship between the parties hereto. COHEN understands and agrees that, except as specifically and in writing directed to do so by the President and Chief Executive Officer and/or the Company's Board of Directors, he is not authorized to bind or to act on behalf of SYNBIOTICS, and he agrees not to purport otherwise. 5.7 Business Expenses. It is expressly understood and agreed ----------------- that during the Consulting Period, COHEN shall not incur any business expenses without the prior approval of the President and Chief Executive Officer and/or the Board of Directors of the Company. To the extent such business expenses have been approved in advance, SYNBIOTICS shall reimburse COHEN for reasonable business expenses incurred by him as a necessary consequence of his performance of his consulting duties on SYNBIOTICS' behalf. COHEN shall submit written requests for reimbursement of said business expenses, together with supporting receipts, on or before the last day of each month of the Consulting Period. Reimbursement of COHEN's business expenses shall be paid in the time and manner which are consistent with the Company's policy concerning employee/consultant business expenses. 5.8 Outside Activities. Except as prohibited by the provisions ------------------ of Section 7, below, it is expressly understood and agreed that during the Consulting Period, COHEN may accept other employment. COHEN may also engage in civic and not-for-profit activities, except as limited by the provisions of Section 7. 6. Proprietary Information Obligations ----------------------------------- 6.1 Agreement. COHEN acknowledges that he is a party to and --------- bound by the terms and conditions of that certain confidentiality Agreement by and between SYNBIOTICS and him dated May 17, 1996 (the "Proprietary Information Agreement"). 6.2 Remedies. COHEN understands that his duties under the -------- Proprietary Information Agreement survive the termination of his employment with SYNBIOTICS and continue to remain in effect during his consultancy to the Company, and will survive the expiration or termination of this AGREEMENT. COHEN acknowledges that a remedy at law for any breach or threatened breach by him of the provisions of the Proprietary Information Agreement would be inadequate, and he therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach. 7. Trade Secrets and Confidential Information/Non-Competition. ---------------------------------------------------------- 7.1 Valuable Confidential Information. COHEN acknowledges that --------------------------------- SYNBIOTICS has invested substantial time, money and resources in the development and retention of its inventions, confidential information (including trade secrets), customers, accounts 4 and business partners, and further acknowledges that during the course of his employment with the Company COHEN had access to the Company's inventions and confidential information (including trade secrets), and was introduced to existing and prospective customers, accounts and business partners of the Company. The parties acknowledge that in connection with COHEN's provision of consulting services to SYNBIOTICS, he may continue to have access to the Company's inventions and confidential information (including trade secrets). COHEN acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to SYNBIOTICS, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between COHEN and any existing or prospective customers, accounts or business partners. 7.2 No Competition During Consulting Period. During the --------------------------------------- Consulting Period, COHEN agrees that he will not, directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by, provide services to, or have any business connection with, any other person, corporation, firm, partnership or other entity whatsoever which competes directly or indirectly with the Company throughout the world, in any line of business now engaged in (or planned to be engaged in) by the Company. COHEN agrees that if he is proposing an affiliation of any sort with any other person, corporation, firm, partnership or other entity which might reasonably be considered to compete with SYNBIOTICS, he shall notify SYNBIOTICS in writing so that a determination may be made as to whether such person, corporation, firm, partnership or other entity competes directly or indirectly with SYNBIOTICS. Any such determination will be made by the Board of Directors of SYNBIOTICS in good faith. However, notwithstanding anything above to the contrary, COHEN may own, as a passive investor, securities of any publicly traded competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than 1% of the voting stock of such corporation. 7.3 Non-Solicitation. During the Consulting Period, COHEN agrees ---------------- not to interfere with the business of the Company by soliciting, inducing, or otherwise causing (i) any employee or consultant of the Company to terminate his or her employment or engagement with the Company, or to reduce his or her time commitment or scope of services provided to the Company, or (ii) any customer or client of the Company to purchase or obtain the products or services of any firm or business organization which competes with the Company. The foregoing restrictions shall apply to COHEN regardless of whether he is acting directly or indirectly, alone or in concert with others. COHEN understands and agrees that he cannot and will not do indirectly that which he cannot do directly. 7.4 Non-Competitive Board Service. During the Consulting Period, ----------------------------- COHEN may serve as a member of the board of directors of any other unaffiliated company that is not in competition with SYNBIOTICS, provided that such service does not interfere with the performance of his duties or responsibilities under this or any other agreement between him and SYNBIOTICS. COHEN's service as a member of the board of directors of any other company which might reasonably be considered to compete with SYNBIOTICS shall be subject in every case to the approval of the Board of Directors of SYNBIOTICS, which approval shall not be unreasonably withheld. 5 7.5 Savings Clause. If any restriction set forth above within this -------------- section is held to be unreasonable, then COHEN agrees, and hereby submits, to the reduction and limitation of such prohibition to such area or period as shall be deemed reasonable. COHEN agrees that during the Consulting Period, he will not engage in any employment, business, or activity that is in any way competitive with the business or proposed business of the Company, and he will not assist any other person or organization in competing with SYNBIOTICS or in preparing to engage in competition with the business or proposed business of SYNBIOTICS. 7.6 Injunctive Relief. COHEN expressly agrees that the covenants set ----------------- forth in this Section 7 are reasonable and necessary to protect the Company and its legitimate business interests, and to prevent the unauthorized dissemination of confidential information to competitors of the Company. COHEN also agrees that the Company will be irreparably harmed and that damages alone cannot adequately compensate the Company if there is a violation of the provisions of this Section 7 by COHEN, and that injunctive relief against COHEN is essential for the protection of the Company. Therefore, in the event of any such breach, it is agreed that, in addition to any other remedies available, SYNBIOTICS shall be entitled as a matter of right to injunctive relief in any court of competent jurisdiction, plus attorneys' fees actually incurred for the securing of such relief. 8. Termination Provisions. In the event that SYNBIOTICS terminates ---------------------- COHEN's services for cause, as defined hereafter, COHEN's consulting compensation shall cease immediately. A termination by SYNBIOTICS "for cause" shall mean a termination based on the Board's good faith and reasonable belief that one or more of the following has occurred: (i) COHEN's indictment for or conviction of any felony or of any crime involving dishonesty or moral turpitude. (ii) COHEN's participation in any fraud against SYNBIOTICS or its investors. (iii) COHEN's breach of any obligations or duties owed to the Company, whether arising under this AGREEMENT or any other binding agreement, including but not limited to the Proprietary Information Agreement. If COHEN's breach is curable, it is agreed that the Company will provide COHEN with written notice of said breach, and seven (7) business days within which to cure said breach. (iv) COHEN's unauthorized disclosure or use of Company proprietary or confidential information. It is expressly understood and agreed by the parties that an unauthorized disclosure or use of Company proprietary or confidential information shall not be considered a "curable breach", as described in subsection (iii) above. (v) COHEN's violation of any of the non-competition provisions of this AGREEMENT. It is expressly understood and agreed by the parties that any violation of the non-competition provisions of this AGREEMENT shall not be considered a "curable breach", as described in subsection (iii) above. (vi) COHEN's failure to make himself available at the Company's reasonable request to provide consulting services hereunder. 6 (vii) COHEN's intentional, reckless or grossly negligent action materially detrimental to the best interest of SYNBIOTICS. 9. General Release. --------------- 9.1 General Release. COHEN for himself, and his relatives, heirs, --------------- executors, administrators, assigns and successors, fully and forever releases and discharges SYNBIOTICS and each of its current, former and future parents, subsidiaries, related entities, employee benefit plans and its and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, "Releasees"), with respect to any and all claims, liabilities, causes of action, suits, debts, contracts, agreements, promises, demands, losses, settlements, diminutions in value, judgments, damages, penalties, costs and expenses (including, without limitation, attorneys' fees) of every nature, kind and description, in law, equity or otherwise (collectively, "Claims"), which have arisen, occurred or existed at any time before the signing of this AGREEMENT, including, without limitation, any and all Claims arising out of or relating to COHEN's employment with SYNBIOTICS or the cessation of that employment or his Employment Agreement; provided, however, that COHEN's Vested Options (as amended by Section 2), Claims under his Indemnification Agreement and the Proprietary Information Agreement, and enforcement of this AGREEMENT are not released. 9.2 Knowing Waiver of Employment Related Claims. COHEN understands and ------------------------------------------- agrees that, without limitation, he is waiving and releasing any and all rights he may have had, now has, or in the future may have, to pursue against any of the Releasees any and all remedies available to him under any employment-related Claims and causes of action, including without limitation, claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the California Fair Employment and Housing Act, the California Family Rights Act, the Equal Pay Act of 1963, the provisions of the California Labor Code and any other federal, state or local laws and regulations relating to employment, conditions of employment (including wage and hour laws) and/or employment discrimination. 9.3 Waiver of Civil Code (S). 1542. COHEN expressly waives any and all ----------------------------- rights and benefits conferred upon him by Section 1542 of the Civil Code of the State of California, which states as follows, and under all federal, state and/or common-law statutes or principles of similar effect: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." COHEN expressly agrees and understands that the release given by him pursuant to this AGREEMENT applies to all unknown, unsuspected and unanticipated Claims which COHEN may have against SYNBIOTICS or any of the other Releasees. 7 9.4 No Prior Assignments. COHEN represents and warrants that there has -------------------- been no assignment or other transfer of any interest in any Claim which COHEN may have against SYNBIOTICS or any of the other Releasees, or any of them, and COHEN agrees to defend, indemnify and hold SYNBIOTICS and the other Releasees, and each of them, harmless from any liability, claims, demands, damages, settlements, judgments, penalties, costs, expenses and attorneys' fees incurred by SYNBIOTICS or any of the other Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by SYNBIOTICS and the other Releasees under the indemnity, and that this indemnity shall be payable as incurred and on demand. 9.5 Denial of Liability and Obligation. This AGREEMENT is not intended ---------------------------------- to and shall not constitute any admission or concession of any kind by SYNBIOTICS or any other person as to the existence of any liability or obligation to COHEN under any Claim. SYNBIOTICS and the other Releasees specifically deny the existence of any such liability or obligation to COHEN. 10. Promise to Refrain from Suit or Administrative Action. COHEN promises ----------------------------------------------------- and agrees that he will never sue SYNBIOTICS or any of the other Releasees, or otherwise institute or participate in any legal or administrative proceedings against SYNBIOTICS or any of the other Releasees (or aid anyone else to do so), with respect to any Claim covered by the release provisions of this AGREEMENT. COHEN agrees that if COHEN violates this Section 10 in any manner or in any manner asserts again SYNBIOTICS or any of the other Releasees, or any of them, any of the Claims released hereunder, then COHEN will pay to SYNBIOTICS and the other Releasees, and each of them, in addition to any other damages caused to SYNBIOTICS and the other Releasees thereby, all attorneys' fees incurred by SYNBIOTICS and the other Releasees in defending or otherwise responding to said Claim. 11. Full Defense. It is specifically understood and agreed that this ------------ AGREEMENT may be pleaded as a full and complete defense to and may be used as the basis for an injunction against any action, arbitration, suit, or other proceeding which may be instituted, prosecuted or attempted in breach of this AGREEMENT. 12. Assumption of Risk as to Facts. The parties both understand that if the ------------------------------ facts with respect to which they are executing this AGREEMENT are later found to be other than or different from the facts both or either of them now believe to be true, they expressly accept and assume the risk of such possible difference in fact and agree that this AGREEMENT shall remain effective despite any difference of fact. 13. No Outside Representations. No representation, warranty, condition, -------------------------- promise, understanding or agreement of any kind with respect to the subject matter hereof has been made by either party or by anyone else, nor shall any such be relied upon by either party, except those contained herein. There were no inducements to enter into this AGREEMENT, except for what is expressly set forth in this AGREEMENT. 14. Severability of Release Provisions. All provisions contained herein are ---------------------------------- severable and in the event that any of them shall be held to be to any extent invalid or otherwise 8 unenforceable by any court of competent jurisdiction, such provision shall be construed as if it were written so as to effectuate to the greatest possible extent the parties' expressed intent; and in every case the remainder of this AGREEMENT shall not be affected thereby and shall remain valid and enforceable, as if such affected provision were not contained herein. 15. Integrated Agreement. The parties acknowledge and agree that no -------------------- promises or representations were made to them concerning the subject matter of this AGREEMENT which do not appear written herein and that this AGREEMENT contains the entire agreement of the parties on the subject matter hereof and supersedes any and all prior or contemporaneous oral and written negotiations, agreements, promises, commitments and understandings; provided, that the Proprietary Information Agreement and the Indemnification Agreement are in no way superseded. The parties further acknowledge and agree that parol evidence shall not be required to interpret the intent of the parties. 16. Voluntary Execution. The parties hereby acknowledge that they have read ------------------- and understand this AGREEMENT and that they sign this AGREEMENT voluntarily and without coercion. 17. Waiver, Amendment and Modification of AGREEMENT. The parties agree that ----------------------------------------------- no waiver, amendment or modification of any of the terms of this AGREEMENT shall be effective unless in writing and signed by all parties affected by the waiver, amendment or modification. No waiver of any term, condition or default of any term of this AGREEMENT shall operate or be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision, or a waiver of any contemporaneous breach of any other term or provision, or a continuing waiver of the same or any other term or provision. No failure or delay by a party in exercising any right, power, or privilege hereunder or other conduct by a party shall operate as a waiver thereof, in the particular case or in any past or future case, and no single or partial exercise thereof shall preclude the full exercise or further exercise of any right, power, or privilege. No action taken pursuant to this AGREEMENT shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. 18. Representation by Counsel. The parties acknowledge that they have the ------------------------- right to have been represented in by counsel of their own choosing, and that they have entered into this AGREEMENT voluntarily, without coercion, and based upon their own judgment and not in reliance upon any representations or promises made by the other party or parties or any undersigned attorneys, other than those contained within this AGREEMENT. The parties further agree that if any of the facts or matters upon which they now rely in making this AGREEMENT hereafter prove to be otherwise, this AGREEMENT will nonetheless remain in full force and effect. COHEN acknowledges that Brobeck, Phleger & Harrison LLP, SYNBIOTICS' lawyers, has represented SYNBIOTICS only and has not represented or advised him in connection with this AGREEMENT. 19. California Law. The parties agree that this AGREEMENT and its terms -------------- shall be construed under California law. 9 20. Agreement to Arbitrate Claims Arising from AGREEMENT. The parties agree ---------------------------------------------------- that with the exception of disputes and claims identified below, if any dispute arises concerning interpretation and/or enforcement of the terms of this AGREEMENT, said dispute shall be resolved by binding arbitration conducted before a single arbitrator in San Diego, California in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes, effective June 1, 1997 and in accordance with the guidelines delineated by the California Supreme Court in Armendariz v. ------------ Foundation Health Psychcare Services, Inc. (2000). Notwithstanding this - ----------------------------------------- agreement to arbitrate, neither party shall be precluded from seeking injunctive relief in a judicial forum. 21. Drafting. The parties agree that this AGREEMENT shall be construed -------- without regard to the drafter of the same and shall be construed as though each party to this AGREEMENT participated equally in the preparation and drafting of this AGREEMENT. 22. Counterparts. This AGREEMENT may be signed in counterparts and said ------------ counterparts shall be treated as though signed as one document. 23. Return of Company Property. COHEN has returned to SYNBIOTICS his -------------------------- Company credit card. It is understood and agreed that COHEN shall return all other property in his possession which belongs to or was leased to SYNBIOTICS (or leased to him on SYNBIOTICS' account) immediately upon demand therefor. COHEN specifically promises and agrees that he shall not retain copies of any company documents or files. 24. Period to Consider Terms of AGREEMENT. COHEN acknowledges that this ------------------------------------- AGREEMENT was first presented to him on March 30, 2001, that the terms of this AGREEMENT have been negotiated by both parties, and that he is entitled to have 21 days' time in which to consider the AGREEMENT. COHEN acknowledges that he understands that he has the right to obtain the advice and counsel from the legal representative of his choice, and that he executes this AGREEMENT having had sufficient time within which to consider its terms. COHEN represents that if he executes this AGREEMENT before 21 days have elapsed, he does so voluntarily, and that he voluntarily waives any remaining consideration period. 25. Revocation of AGREEMENT. COHEN understands that after executing this ----------------------- AGREEMENT, he has the right to revoke it within seven (7) days after his execution of it. COHEN understands that this AGREEMENT will not become effective and enforceable unless the seven day revocation period passes and COHEN does not revoke the AGREEMENT in writing. COHEN understands that this AGREEMENT may not be revoked after the seven day revocation period has passed. COHEN understands that any revocation of this AGREEMENT 10 must be made in writing and delivered to SYNBIOTICS within the seven day period, and that if he does so revoke the AGREEMENT, he shall not be entitled to receive any of the benefits described herein. 26. Effective Date. This AGREEMENT shall become effective (as of April 2, -------------- 2001) on the eighth (8th) day after execution by COHEN, so long as COHEN has not revoked it within the time and in the manner specified in Section 25 of this AGREEMENT. Dated: April 2, 2001 /s/ Kenneth M. Cohen ---------------------------------- KENNETH M. COHEN SYNBIOTICS CORPORATION Dated: April 2, 2001 By /s/ Paul A. Rosinack ------------------------------- Paul A. Rosinack President 11 EX-10.77 4 dex1077.txt LICENSE DISTRIBUTION AND OEM AGREEMENT Exhibit 10.77 ------------- LICENSE, DISTRIBUTION AND OEM AGREEMENT This License, Distribution and OEM Agreement (this "Agreement") is made and entered into as of October 29 , 2001 (the "Effective Date") by and between Agen Biomedical Limited, an Australian company, having its principal place of business at 11 Durbell Street, Acacia Ridge, Queensland 4110, Australia ("Agen"), and Synbiotics Corporation, a California corporation, having its principal place of business at 11011 Via Frontera, San Diego, CA 92127, United States of America ("Synbiotics"). Agen and Synbiotics will be referred to herein individually as a "Party" and collectively as the "Parties." RECITALS Whereas, Agen and Rhone Merieux, Inc. ("Rhone Merieux"), a company organized under the laws of France, entered into that certain collaboration agreement for development and distribution of certain diagnostic products as of July 7, 1995 (as amended, the "Collaboration Agreement") and certain other miscellaneous agreements herein collectively referred to as "Previous Agreements" and attached herein as Exhibit J; Whereas, Synbiotics assumed, and Rhone Merieux assigned to Synbiotics, all of Rhone Merieux's rights, duties and obligations under the Previous Agreements effective as of July 9, 1997 ; Whereas Synbiotics asserts that certain Witness products are not covered by the Collaboration Agreement, and such assertion is disputed by Agen; Whereas, Agen sent Synbiotics a Notice of Termination of the Collaboration Agreement effective as of July 12, 2001; and such termination has been disputed by Synbiotics; and Whereas, Agen and Synbiotics wish to redefine their business relationship as set forth herein and to supersede all existing agreements previously referred to as "Previous Agreements". Now, Therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration the receipt of which is hereby acknowledged, the Parties hereby agree as follows: AGREEMENT 1. Definitions. For purposes of this Agreement, capitalized terms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. 1 1.1. "Affiliate(s)" shall mean any person or entity which, at the Effective Date or at any time thereafter, is Controlled by, Controls, or is under common Control with a Party. 1.2. "Agen Territory" shall mean the countries set forth in Exhibit A hereto. 1.3. "Synbiotics Biologicals" shall mean the antibodies, antigens and other chemical or biological materials (including, without limitation, the cell lines, hybridoma, virus strains and other biological materials) specified in Exhibit B and owned or otherwise (directly or indirectly) controlled by Synbiotics. 1.4. "Agen Biologicals" shall mean the antibodies, antigens and other chemical or biological materials (including, without limitation, the cell lines, hybridoma, virus strains and other biological materials) specified in Exhibit C and owned or otherwise (directly or indirectly) controlled by Agen. 1.5. "Confidential Information" has the meaning set forth in Section 10.1. 1.6. "Control" (including "Controlled," "Controls" and other forms) as to an entity shall mean (a) direct or indirect ownership of fifty percent (50%) or more of the voting securities of, or other ownership interest in, such entity; or (b) possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in question (whether through ownership of securities or other ownership interest, by contract or otherwise). 1.7. "Distribute," including "Distribution" and other forms, with respect to Products, shall mean to market, advertise and otherwise promote, use, sell, offer to sell, import, distribute and otherwise commercialize or exploit such Products. 1.8. "Equivalent Products" shall mean veterinary diagnostic products in ICT Format that (i) are for the same analytes as Products, and (ii) do not contain Synbiotics Biologicals. 1.9. "Exclusive Period" shall mean the period beginning on the Effective Date and ending on December 31, 2002. 1.10. "ICT Format" shall mean Immunochromatography strip assay format. 1.11. "ICT Products" shall mean veterinary diagnostic products in ICT Format that contain Synbiotics Biologicals. 1.12. "Insolvency Event" means, with respect to a Party, (a) the appointment of a trustee, receiver or custodian for all or substantially all of the property of the Party, or for any lesser portion of such property which appointment is not dismissed within thirty (30) days; (b) the determination by a court or tribunal of competent jurisdiction that the Party is insolvent such that the Party's liabilities exceed the fair market value of its assets; (c) the filing of a petition for relief in bankruptcy by the Party on its own behalf, or the filing of any such petition against the Party if the proceeding is not dismissed or withdrawn within sixty (60) days thereafter; (d) an assignment by the Party for the benefit of creditors; or (e) the dissolution or liquidation of, or cessation of business in the ordinary course by the Party. 2 1.13. "Net Sales" means gross sales revenue received from the sale of products less trade discounts (to the extent not already reflected by a reduced gross sales revenue), shipping and handling (to the extent payments for customer therefore were included in gross sales revenue), taxes (to the extent payments from customer therefore were included in gross sales revenue) and other verified bona fide trade deductions common to the veterinary industry. 1.14. "Products" means the veterinary diagnostics products set forth in Exhibit D hereto. Products shall include all packaging variations of those set forth in Exhibit D. 1.15. "Purchase Order" means the standard Agen purchase order to be used by Synbiotics to order Products hereunder. Each Purchase Order shall be governed by, and be deemed to incorporate by reference, the terms and conditions of this Agreement. 1.16. "Synbiotics Territory" shall mean all countries of the world except the Agen Territory. 1.17. "Term" shall mean the Initial Term together with any Additional Term (as such terms are defined in Section 12.1). 1.18. "Trademarks" shall mean the registered or unregistered trademarks, service marks, trade names, icons, logos, trade dress, and other indications that are (i) set forth in Exhibit E hereto or (ii) associated with the foregoing. 1.19. "Synbiotics Technology" shall mean any and all Synbiotics Biologicals, technical information, invention disclosures, inventions, discoveries, patents, copyright, know-how, trade secrets, processes, procedures, methods, formulas, protocols, techniques, compositions, software, documents, works of authorship, notebooks, data and other materials and information (including any enhancements, modifications or revisions of any of the foregoing), which are necessary or useful for the manufacture, practice, commercialization and utilization of Products and/or ICT Products and are owned or (directly or indirectly) controlled by Synbiotics (or to which Synbiotics otherwise has rights). Technology does not include Synbiotics' U.S. canine heartworm patents. 1.20. "Agen Technology" shall mean any and all Agen Biologicals, technical information, invention disclosures, inventions, discoveries, patents, copyright, know-how, trade secrets, processes, procedures, methods, formulas, protocols, techniques, compositions, software, documents, works of authorship, notebooks, data and other materials and information (including any enhancements, modifications or revisions of any of the foregoing), which are necessary or useful for the manufacture, practice, commercialization and utilization of Products and/or ICT Products and are owned or (directly or indirectly) controlled by Agen (or to which Agen otherwise has rights). Agen Technology does not include Agen's FIV Patents. 1.21. "Technologies" shall mean Agen Technology and Synbiotics Technology. 3 2. Distribution of Products During the Exclusive Period. 2.1. Distribution by Synbiotics. Subject to the terms and conditions of this Agreement, Agen hereby appoints Synbiotics as the exclusive (subject to Section 2.4.8) distributor, for the Exclusive Period, to Distribute Products in the Synbiotics Territory. 2.2. Distribution by Agen. Subject to the terms and conditions of this Agreement, Synbiotics hereby appoints Agen as the exclusive party, for the Exclusive Period, to (i) Distribute Products in the Agen Territory, and (ii) to make, have made and manufacture Products throughout the world. 2.3. Subdistributors. The Parties may exercise their rights under Section 2.1 or 2.2, respectively, through subdistributors, provided that such subdistributors agree in writing to be bound by terms and conditions that are no less protective of the other Party's rights and interests than those contained in this Agreement. 2.4. Other Obligations. 2.4.1. No Compete. 2.4.1.1. During the Exclusive Period, Synbiotics shall not (directly or indirectly), and shall not (directly or indirectly) cause, assist or otherwise induce any party other than Agen to Distribute ICT Products in the Agen Territory. 2.4.1.2. During the Exclusive Period, Agen shall not (directly or indirectly), and shall not (directly or indirectly) cause, assist or otherwise induce any party other than Synbiotics to Distribute ICT Products in the Synbiotics Territory. 2.4.2. Marketing Obligations. Synbiotics and Agen shall use commercially reasonable efforts to Distribute Products in the Synbiotics Territory or the Agen Territory, as applicable, in accordance with the terms and conditions of this Agreement. Synbiotics shall not modify the Products and shall Distribute the Products only as such Products have been provided to Synbiotics by Agen. 2.4.3. Personnel. The Parties shall maintain an active, well-trained sales and technical staff capable of performing their respective obligations hereunder. 2.4.4. General Conduct. The Parties shall: (i) conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of the Parties; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other Party, the Products or the public; (iii) make no false or misleading representations with regard to the other Party or the Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the other Party or the Products; (v) represent to customers only such facts about the Products as stated in its published product and service descriptions, advertising and promotional materials or as may be stated in other nonconfidential written material; and (vi) in no event make any representations, warranties, guarantees or other statements on the other Party's behalf. 4 2.4.5. Compliance with Law. The Parties will comply with all applicable international, national, state, regional and local laws and regulations, including without limitation any import or export control regulations, in performing their obligations hereunder and in any of their dealings with respect to the Products. 2.4.6. Governmental Approval. Synbiotics shall, with respect to the Synbiotics Territory, and Agen shall, with respect to the Agen Territory, make any government filings and obtain any licenses or other approvals that are required in connection with this Agreement or the subject matter hereof, including without limitation any import licenses, approvals and certifications. The Parties agree to provide to the other Party copies of any such filings and other related information as may reasonably be necessary for such other Party to exercise its rights or perform its obligations under this Agreement. 2.4.7. Costs and Expenses. Except as expressly provided herein or agreed to in writing by Agen and Synbiotics, each Party will pay its costs and expenses incurred in the performance of its rights and obligations under this Agreement. 2.4.8. Minimums. If Synbiotics fails to purchase the number of Products specified in Exhibit F hereto by the milestone dates set forth therein, the rights granted to Synbiotics in Section 2.1 shall immediately become non-exclusive without further notice and Section 2.4.1.2 shall immediately terminate and be of no force or effect. 3. Technology Licenses. 3.1. Pre 2003 License. 3.1.1. Technology. Synbiotics hereby grants to Agen the exclusive, non-transferable (subject to Section 13.2), royalty-bearing (as set forth in Section 6.4) sublicensable right, for the Exclusive Period, under all Synbiotics Technology owned or (directly or indirectly) controlled by Synbiotics (or to which Synbiotics otherwise has rights), (i) to Distribute Products in the Agen Territory, and (ii) to make and manufacture Products throughout the world. 3.1.2. Trademarks. Synbiotics hereby grants to Agen the exclusive, non-transferable (subject to Section 13.2), royalty-free, sublicensable right, for the Exclusive Period, to use and display the Trademarks in the Agen Territory in connection with the Distribution of Products. 3.2. Post 2002 License. 3.2.1. Technology. Synbiotics and Agen hereby grant to each other (provided that, without prejudice to any rights the Parties otherwise have under this Agreement, the Parties shall forebear to exercise any of the following rights until (i) January 1, 2003, (ii) the occurrence of any of the events set forth in Section 2.4.8, or (iii) the termination of this Agreement, whichever occurs earlier) the worldwide, non-exclusive, perpetual, irrevocable, transferable, royalty-bearing (as set forth in Section 6.4) right, with full rights to sublicense, under all Technologies, owned or (directly or indirectly) controlled by the Parties (or to which the Parties otherwise have rights) to (i) make, use (including without limitation in connection with any research and development activities), sell, offer to sell, import, access, reproduce, adapt, alter, 5 modify, combine and otherwise prepare derivatives based upon, distribute, and otherwise commercialize and exploit Products and ICT Products and any Technologies in connection therewith, (ii) practice any method in connection with any of the foregoing, and (iii) have any of the foregoing rights exercised by any third party. 3.2.2. Trademarks. Synbiotics hereby grants to Agen (provided that, without prejudice to any rights Agen otherwise has under this Agreement) Agen shall forebear to exercise any of the following rights until (i) January 1, 2003, (ii) the occurrence of any of the events set forth in Section 2.4.8, or (iii) the termination of this Agreement, whichever occurs earlier) the exclusive, perpetual, irrevocable, transferable, royalty-bearing (as set forth in Section 6.4) right, with full rights to sublicense, to use and display the Trademarks in Japan in connection with distribution of the Products or Equivalent Products. Synbiotics retains the exclusive rights to the Trademarks in Japan for all other analytes. 3.2.3. Moulds. Both Parties agree that the moulds used to make the plastic housings, as set forth in Exhibit G, are jointly owned and that both Parties will have continued use of the moulds. 3.2.4. Return of Property. Both Parties agree to return any property or assets belonging to the other party, as set forth in Exhibit G, (other than moulds) as soon as practicable but in any event within 30 days of termination under Section 12. Four(4) vials of viable Master Cell Banks for FeLV clone 1111B10A5 will be transferred to Synbiotics within 60 days of the Effective Date. 3.2.5. FIV License. Agen grants to Synbiotics a non-exclusive license for the territory of Europe (European countries from the Atlantic to Russia) for Agen's FIV patents , patent application number 92912386.7, ("FIV Patents"). 3.3. Regulatory Filings. Synbiotics hereby grants to Agen all rights and other benefits (including without limitation any rights of reference) conferred by or otherwise resulting from any government or regulatory filings, licenses or approvals with respect to Products ("Filings") exclusively and perpetually, with respect to Filings in or for Japan. Synbiotics shall, upon Agen's request, deliver to Agen such records, data or other documents or information, execute and deliver or cause to be delivered, all such consents, documents or further instruments, take or cause to be taken all such other actions, and otherwise cooperate with and assist Agen as reasonably deemed necessary by Agen to obtain the full benefits of the rights granted to it herein. If a Party ("Terminating Party") terminates the Agreement as provided for Section 12, provided however that such termination is only as a result of an event described in 1.12 (e), then the other Party ("Terminated Party") shall grant to the Terminating Party all rights and other benefits (including without limitation any rights of reference) conferred by or otherwise resulting from any government or regulatory filings, licenses or approvals with respect to Products ("Filings") exclusively and perpetually, with respect to Filings in or for the Synbiotics Territory or the Agen Territory as the case may be. The Terminated Party shall, upon the Terminating Party's request, deliver to the Terminating Party such records, data or other documents or information, execute and deliver or cause to be delivered, all such consents, documents or further instruments, take or cause to be taken all such other actions, and otherwise cooperate with and assist the Terminating 6 Party as reasonably deemed necessary by the Terminating Party to obtain the full benefits of the rights granted to it herein 4. Orders. 4.1. Products. During the term of this Agreement, Agen agrees to manufacture and sell Products to Synbiotics in accordance with the terms and conditions set forth herein. All orders for Products submitted by Synbiotics shall be initiated by a written Purchase Order. The Synbiotics Forecast shall be deemed a written Purchase Order (subject to Section 4.4). No Purchase Order shall be binding on Agen unless and until accepted by Agen in writing. However, Agen agrees not to unreasonably decline to accept Synbiotics' Purchase Orders. Each Purchase Order shall specify the quantity, requested shipment method, and requested schedule and delivery destination for each ordered Product. Each Purchase Order shall be governed by and subject to the terms and conditions of this Agreement (regardless of whether such Purchase Order references this Agreement). Any terms, conditions or provisions contained in any Purchase Order or other Synbiotics document that are different from or in addition to those contained in this Agreement are hereby expressly rejected and will not apply to any order for, or shipment of, Products by Agen. Synbiotics acknowledges that Agen is unwilling to enter into an agreement relating to the Products that contains any such different or additional terms, conditions or provisions. No conduct by Agen, including, without limitation, shipment of Products, shall constitute, or be construed to constitute, Agen's consent to or recognition of a contract containing terms, conditions or provisions that are different from or are not contained in this Agreement. 4.2. Biologicals. 4.2.1 Synbiotics. Synbiotics shall supply to Agen , upon a respective order by Agen ("Agen Order"), Agen's requirements of Synbiotics Biologicals of a quantity and quality as necessary for Agen to manufacture ICT Products consistent with Agen's requirements and quality standards. Each Agen Order shall specify the quantity, requested shipment method, and requested schedule and delivery destination for ordered Synbiotics Biologicals ` and Synbiotics shall promptly confirm each such Agen Order in writing. Synbiotics shall pay all costs of insurance, packaging, transportation and shipment of Synbiotics Biologicals. Each Agen Order shall be governed by and subject to the terms and conditions of this Agreement (regardless of whether such Agen Order references this Agreement). Any terms, conditions or provisions contained in any Agen Order or other Agen document that are different from or in addition to those contained in this Agreement are hereby expressly rejected and will not apply to any order for, or shipment of, Synbiotics Biologicals by Synbiotics. Agen acknowledges that Synbiotics is unwilling to supply Synbiotics Biologicals under any such different or additional terms, conditions or provisions. No conduct by Synbiotics, including, without limitation, shipment of Synbiotics Biologicals, shall constitute, or be construed to constitute, Synbiotics' consent to or recognition of a contract 7 containing terms, conditions or provisions that are different from or are not contained in this Agreement. 4.2.2 Agen. Agen shall supply to Synbiotics , upon a respective order by Synbiotics ("Synbiotics Order"), Synbiotics' requirements of Agen's Biologicals of a quantity and quality as necessary for Synbiotics to manufacture ICT Products consistent with Synbiotics' requirements and quality standards. Each Synbiotics Order shall specify the quantity, requested shipment method, and requested schedule and delivery destination for ordered Agen Biologicals and Agen shall promptly confirm each such Synbiotics Order in writing. Agen shall pay all costs of insurance, packaging, transportation and shipment of Agen Biologicals. Each Synbiotics Order shall be governed by and subject to the terms and conditions of this Agreement (regardless of whether such Synbiotics Order references this Agreement). Any terms, conditions or provisions contained in any Synbiotics Order or other Synbiotics document that are different from or in addition to those contained in this Agreement are hereby expressly rejected and will not apply to any order for, or shipment of, Agen Biologicals by Agen. Synbiotics acknowledges that Agen is unwilling to supply Agen Biologicals under any such different or additional terms, conditions or provisions. No conduct by Agen, including, without limitation, shipment of Agen Biologicals, shall constitute, or be construed to constitute, Agens consent to or recognition of a contract containing terms, conditions or provisions that are different from or are not contained in this Agreement. 4.3. Forecast. No later than fifteen (15) days from the Effective Date, Synbiotics shall provide Agen a twelve (12) month rolling forecast of Synbiotics' requirements of Products ("Synbiotics Forecast") and Synbiotics' requirements of Agen Biologicals. Such Synbiotics Forecast shall be updated by the first day of each subsequent month. No later than fifteen (15) days from the receipt of the Synbiotics Forecast, Agen shall provide Synbiotics a twelve (12) month rolling forecast of Agen's requirements of Synbiotics Biologicals ("Agen Forecast"). Such Agen Forecast shall subsequently be updated on a monthly basis within fifteen (15) days from receipt of the respective updated Synbiotics Forecast. The quantity of Product or Synbiotics Biologicals listed for the first ninety (90) days of each forecast shall be a firm order, which is a guarantee of minimum orders to be placed during the first ninety (90) days of each forecast and the remainder of the forecast shall be used for planning purposes only. 4.4. Change Orders and Cancellation. Purchase Orders and Agen Orders shall be deemed firm offers. To be effective, any change to a Purchase Order or an Agen Order, as applicable, shall be mutually agreed upon in writing by the Parties, and may require a change in fees reflecting the inclusion, deletion or substitution of Products, as well as Synbiotics' or Agen's, as applicable, direct costs of processing such change. Notwithstanding the foregoing, Synbiotics and Agen may change Purchase Orders or Agen Orders, respectively, in accordance with the following schedule: 8

5. Shipment and Delivery. 5.1. Delivery. Shipment method and requested schedules for Products shall be specified in each Purchase Order and confirmed in Agen's acceptance of such order. Shipped Products shall be packed for shipment and storage in accordance with Agen's standard commercial practices. Each shipment shall be made C.I.F. destination point of shipment. Title and risk of loss shall pass to Synbiotics on delivery of Products. Agen reserves the right to make selections of common carrier and method of shipment. Shipping dates shall be approximate only, and Agen shall not be liable for any damage, loss or expense incurred by Synbiotics if Agen fails to meet any specified shipping date. Further, Agen shall not be liable for any breach or delay or other failure caused by Synbiotics' delay or failure to supply Synbiotics Biologicals within the delivery schedule set forth in the Agen Order or that do not meet Agen's requirements and quality standards. Notwithstanding anything in this Agreement, all deliveries and shipping dates are subject to Sections 5.3 and 7.1.2 below. 5.2. Additional Supplies. Both Parties shall make commercially reasonable efforts to fulfill orders exceeding the amounts reflected in the 0-90 days portion of the Synbiotics Forecast or the Agen Forecast, as applicable ("Additional Supplies"), provided, however, that Synbiotics Biologicals related to Products to be delivered to Synbiotics shall never be deemed Additional Supplies. In no event shall a failure to deliver Additional Supplies constitute a Failure to Supply pursuant to Section 5.3. 5.3. Failure to Supply. Should either Party fail to meet the delivery schedule (subject to Sections 5.1 and 13.9) in the applicable Agen Order or Purchase Order, as the case may be, with respect to any Synbiotics Biologicals, Agen Biologicals or products, as applicable, ("Failure to Supply") the other Party shall notify such Party of such failure in writing. Upon receipt of such notice such Party shall have thirty (30) days to cure such Failure to Supply. Upon expiration of such thirty (30) day cure period such Party shall be deemed in material breach of this Agreement unless the Parties agree otherwise in writing prior to the expiration of said period. 9 6. Payments. 6.1. Fees for Products. Products shall be provided at Agen's then-current standard pricing, which standard pricing as of the Effective Date is set forth in Exhibit H hereto. 6.2. Open Accounts. Synbiotics hereby acknowledges that it owes to Agen under the Collaboration Agreement, and hereby agrees to pay to Agen pursuant to the terms and conditions set forth herein, an amount of five hundred thousand six hundred and eighty one dollars ninety seven cents (USD $500,681.97) (the "Open Accounts"). Interest will accrue, from the Effective Date, in accordance with section 7.3 and shall be due and payable on January 15, 2002. 6.3. Fees for Biologicals. The prices for Biologicals shall be as set forth in Exhibit H hereto. Price increases shall be limited to 150% of actual increases in manufacturing costs for the Biologicals, as documented in writing and provided to the other party, and shall not occur more than once in any twelve-month period. In no event shall a price increase exceed 150% of the increase in the "Consumer Price Index for all Urban Consumers" as published by the U.S. Department of Labor ("CPI") for the twelve-month period preceding the price increase. 6.4. Agen Royalties. Agen shall pay to Synbiotics a seven percent (7%) royalty of the Net Sales of Products, Equivalent Products and ICT Products in the Agen Territory during the Exclusive Period. Beginning January 1, 2003, Agen shall pay Synbiotics a seven percent (7%) royalty of the Net Sales of any product sold that includes the Synbiotics Biologicals, that were supplied by Synbiotics pursuant to Section 4.2.1, and/or any Product sold under the "Witness" Trademark in or for Japan. Notwithstanding the above, beginning January 1, 2003, if Agen obtains the Synbiotics Biologicals from a third party under a valid license agreement then such Net Sales will not be subject to Section 6.4. Agen agrees to furnish Synbiotics with a copy of such license agreement. 6.5. Synbiotics Royalties. Beginning January 1, 2003, Synbiotics shall pay Agen a seven percent (7%) royalty of the Net Sales of any product manufactured and sold by Synbiotics that (i) use any Agen Biologicals, that were supplied by Agen pursuant to Section 4.2.2 or (ii) except for the license granted herein would infringe Agen's FIV Patents. Products manufactured by Agen and sold by Synbiotics after January 1, 2003, are not subject to a royalty. Notwithstanding the above, beginning January 1, 2003, if Synbiotics obtains the Agen Biologicals from a third party under a valid license agreement then such Net Sales will not be subject to Section 6.5. Synbiotics agrees to furnish Agen with a copy of such license agreement. 6.6. Fees for Distribution in Japan. In consideration of the exclusive right to Distribute Products in Japan Agen shall pay to Synbiotics an amount of USD $350,000, such amount to be paid in eleven monthly installments of USD $30,000 (beginning thirty days after the first shipment of Products to Japan after the Effective Date) and a one-time payment of USD $20,000 to be paid upon the first shipment of Products to Japan after the Effective Date. Synbiotics hereby agrees that Agen, at it's sole discretion, has full right of offset of such monthly installments to, but not limited to, the Open Accounts. 6.7. Synbiotics hereby agrees to reimburse Agen for the 8% royalties paid to Becton Dickinson on sales of ICT Products from Agen to Synbiotics. 10 7. Payment Terms. All payments hereunder shall be made in United States dollars. 7.1. Payments to be Made by Synbiotics. 7.1.1. Synbiotics shall pay the Open Accounts to Agen in monthly installments of two hundred thousand dollars (USD $200,000), or the full amount, if less, which amounts shall be due and payable on the last day of each month beginning in November 2001. Notwithstanding the foregoing, all Open Accounts shall be paid in full by December 31, 2001. 7.1.2. All other payments to be made by Synbiotics hereunder shall be due and payable within sixty (60) days from shipment, if accrued before January 1, 2002, and within thirty (30) days from shipment, if accrued on or after January 1, 2002. 7.1.3. All royalty payments to be made by Synbiotics to Agen hereunder shall be due and payable on a quarterly basis within sixty (60) days after the end of each calendar quarter. 7.1.4. All payments to be made by Synbiotics to Agen as described in 6.7 hereunder shall be due and payable on a quarterly basis within sixty (60) days from invoice. 7.2. Payments to be Made by Agen. 7.2.1. All fees for Synbiotics Biologicals to be made by Agen to Synbiotics hereunder shall be due and payable within sixty (60) days from shipment, if accrued before January 1, 2002, and within thirty (30) days from shipment, if accrued on or after January 1, 2002. 7.2.2 All royalty payments to be made by Agen to Synbiotics hereunder shall be due and payable on a quarterly basis within sixty (60) days after the end of each calendar quarter, and the fees to be paid by Agen to Synbiotics pursuant to Section 6.6 hereof shall be due and payable in accordance with the Schedule in Section 6.6. 7.3. Interest. Interest on any late payments shall accrue at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until such amount is paid. 8. Warranties 8.1. Warranties by Agen. Agen represents, warrants and covenants that (a) Agen has all rights and the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) as of the date of delivery to Synbiotics, the Products supplied by Agen hereunder shall substantially conform to the accompanying specifications; (c) Agen has the right to accept the rights and licenses contemplated by this Agreement, without the need for any consents, approvals or immunities not yet obtained; and (d) the Agen Technology and the reproduction, distribution and other use thereof as contemplated by this Agreement do not and shall not infringe or misappropriate any patent, trade secret, copyright or other rights of any third party. If any Product does not conform substantially to the accompanying specifications as of the date of delivery to Synbiotics, Agen's sole liability, and Synbiotics' exclusive remedy with 11 respect thereto, is for Agen to repair or replace such non-conforming Product, and if such repair or replacement is not possible, to refund the purchase price for such non-conforming Product. 8.2. Warranties by Synbiotics. Synbiotics represents, warrants and covenants that (a) Synbiotics has the all rights and the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) Synbiotics has the sole and exclusive right to grant the rights and licenses set forth in this Agreement, without the need for any licenses, releases, consents, approvals or immunities not yet granted; (c) the Synbiotics Technology and the reproduction, distribution and other use thereof as contemplated by this Agreement do not and shall not infringe or misappropriate any patent, trade secret, copyright or other rights of any third party; (d) Synbiotics has not made and shall not make any commitments inconsistent with Agen's rights under this Agreement; (e) its entering into this Agreement and its performance of its obligations hereunder does not conflict with or breach any commitment, agreement or obligation with or towards any third party. 8.3. Disclaimer of Warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS) ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 9. Indemnification 9.1. Indemnity Obligations. Each Party shall defend the other Party from and against any third-party claim, suit or proceeding resulting from any breach (or any claim that, if true, would constitute a breach) of such Party's representations, warranties or covenants set forth in Section 8, and shall indemnify and hold harmless such other Party from any damages, costs, losses or liability (including attorneys' fees and related costs) arising out of or relating to such claim, suit or proceeding. 9.2. Conditions. Neither Party shall be obligated to indemnify, hold harmless or defend the other Party pursuant to Section 9.1 unless (and only to the extent) the other Party (a) provides prompt notice of the commencement of the claim, suit or proceeding for which indemnification is sought, (b) provides reasonable cooperation to such Party, and (c) allows such Party to control the defense and settlement thereof, provided that (i) the other Party may, at its option and expense, participate and appear on an equal footing with such Party in the claim, suit or proceeding and (ii) neither Party may settle a claim, suit or proceeding without approval of the other Party, which approval shall not be unreasonably withheld or delayed. 10. Confidential Information and Disclosure 10.1. Confidential Information. Each Party agrees to maintain all Confidential Information of the other Party in confidence to the same extent that it protects its own similar Confidential Information (but in no event shall such Party use less than reasonable care in 12 protecting such Confidential Information) and to use such Confidential Information of the other Party only for the purposes of exercising its rights and performing its obligations under this Agreement. "Confidential Information" means any information (whether in writing, or in oral, graphic, electronic or any other form) that is marked or confirmed in writing as confidential or proprietary. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information of the other Party, including, without limitation, disclosing such Confidential Information only to its employees or agents (a) with a need to know such information, (b) who are parties to appropriate agreements or confidentiality obligations sufficient to comply with this Section 10, and (c) who are informed of the nondisclosure/non-use obligations imposed by this Section 10, and the receiving Party shall take appropriate steps to implement and enforce such non-disclosure/non-use obligations. The foregoing restrictions on disclosure and use shall survive for four (4) years following termination or expiration of this Agreement. 10.2. Exclusions. The foregoing restrictions on disclosure and use shall not apply with respect to any Confidential Information that (a) was or becomes publicly known through no fault of the receiving Party; (b) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (c) is documented by the receiving Party as having been independently developed by the receiving Party without the participation of individuals who have had access to or use of the Confidential Information; (d) is approved by the disclosing Party for disclosure without restriction in a written document signed by a duly authorized officer of such disclosing Party; or (e) the receiving Party is legally compelled to disclose, provided, however, that prior to any such compelled disclosure, the receiving Party shall (i) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. With respect to (e) above, in the event that such protection against disclosure is not obtained, the receiving Party shall be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure. 11. Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT FOR LIABILITY UNDER SECTIONS 9 OR 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, AND INTERRUPTION OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12. Term and Termination 12.1. Term. The term of this Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with the provisions of this Section 12, continue for a period of three (3) years (the "Initial Term"), and thereafter shall automatically be renewed for additional one (1) year periods (each, an "Additional Term"), unless either Party terminates this Agreement by giving at least three hundred sixty (360) days prior written notice before the expiration of the Initial Term or any Additional Term. 13 12.2. Termination for Material Breach. If either Party materially breaches any of its obligations under this Agreement, the non-breaching Party, at its option, shall have the right to terminate this Agreement by written notice to the other Party, if such other Party does not cure such breach within thirty (30) days after being notified of such breach by the non-breaching Party. If the breach consists of a Failure to Supply which has not been cured pursuant to Section 5.3 of this Agreement, or if the breaching party has previously cured a similar breach (e.g., a breach of the same provision of or obligation under this Agreement) within the preceding rolling twelve-month period, the non-breaching Party may terminate this Agreement immediately and the breaching Party shall not have an opportunity to cure such breach under this Section 12.2. Notwithstanding the generality of the foregoing, the Parties acknowledge and agree that failure to pay any amounts owed according to the terms and conditions hereof by any Party shall constitute a material breach of this Agreement. 12.3. Insolvency Event. Either Party may immediately terminate this Agreement by giving written notice to the other Party if the other Party becomes subject of an Insolvency Event. 12.4. Effect of Termination; Survival. Sections 1, (2.4.4, 2.4.6), 3.2, 3.3, 4.2, 4.3 (as to Agen), 4.4 (as to Agen), 6.4 (as provided therein), 6.5, 7.1, 7.2, 7.3, 8.3, 9, 10 (as provided therein), and 13 shall survive any termination of this Agreement. In addition, and notwithstanding anything to the contrary in this Agreement, all fees and other payments (except for royalty payments pursuant to Section 6.4 and 6.5) accrued before any expiration or termination of this Agreement shall be due and payable immediately upon such expiration or termination. 13. General Provisions 13.1. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed to be properly given upon the earlier of (a) actual receipt by the addressee or (b) five (5) business days after being sent via private industry courier to the respective Parties at the addresses first set forth above or to such other person or address as the Parties may from time to time designate in a writing delivered pursuant to this Section 13.1. 13.2. Assignment. Neither Party shall assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any or its rights or obligations under this Agreement. Notwithstanding the foregoing, either Party may assign or transfer this Agreement, or any of its rights and obligations hereunder, to a third Party as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of such Party's assets or like event ("Permissible Assignment"), provided that the Party shall, as a condition to such Permissible Assignment, cause the third party to agree to, accept and assume the obligations of this Agreement to the same extent as the Party engaging in such transaction. Any purported assignment, sale, transfer, delegation or other disposition, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, any permitted assign of Synbiotics shall be deemed to be Synbiotics for 14 purposes of this Agreement and any permitted assign of Agen shall be deemed to be Agen for purposes of this Agreement. 13.3. Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the Parties, and, to the extent federal law is applicable, the laws of the United States of America without giving effect to any choice of law rule that would cause the application of the laws of any other country. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. 13.4. Dispute Resolution. The Parties agree to be bound by the terms and conditions of the Dispute Resolution process as described in Exhibit K. Notwithstanding the foregoing either party may seek and file an application for injunctive relief or other equitable or provisional remedies in a court of competent jurisdiction. 13.5. Use of Third Parties. Each Party may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors shall be subject to the same obligations as the Party that engages them and such Party shall be responsible for their actions . 13.6. Waiver. The waiver by either Party of a breach of or a default under any provision of this Agreement shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of the Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 13.7. Severability. If any term, clause or provision of this Agreement shall be determined to be invalid, the validity of any other term, clause or provision shall not be affected, and such invalid term, clause or provision shall be deemed deleted from this Agreement. 13.8. Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties; the Parties shall at all times be and remain independent contractors and neither Party nor its agents have any authority of any kind to bind the other Party in any respect whatsoever. 13.9. Force Majeure. Each Party shall be excused for any failure or delay in performing any of its obligations, except for any obligations to make payments, under this Agreement to the extent on a day-for-day basis that such failure or delay is caused by any act of God, accident, explosion, fire, storm, earthquake, flood, drought, riot, embargo, civil commotion, war, or any circumstances or event beyond the reasonable control of such Party; provided, however, that such Party notifies the other Party reasonably promptly of the reason for such failure or delay. Notwithstanding the foregoing, in the event such Party does not resume its performance within forty-five (45) days after such failure or delay, the other Party may terminate this Agreement. 15 13.10. Equitable Relief. Each Party recognizes that the covenants contained in Sections 3, 4.1, 4.2, and 10 hereof and their continued performance as set forth in this Agreement are necessary and critical to protect the legitimate interests of the other Party, that the other Party would not have entered into this Agreement in the absence of such covenants and the assurance of their continued performance as set forth in this Agreement, and that the other Party's breach or threatened breach of such covenants shall cause the first Party irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, each Party agrees that the other Party shall be entitled to specific performance, an order restraining any breach or threatened breach of such sections of this Agreement, and any other equitable relief the first Party deems appropriate, without the necessity of posting of any bond or security. This right shall be in addition to any other remedy available to the first Party at law or in equity. Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions and agreements (including, without limitation, the Collaboration Agreement, but not including any previous non-disclosure/non-use provisions or agreements) relating to the subject matter of this Agreement. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the duly authorized representatives of Agen and Synbiotics. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by duly authorized representatives of the Parties as of the Effective Date. AGEN BIOMEDICAL LTD. SYNBIOTICS CORPORATION By: /s/ Russell Richards By: /s/ Paul A. Rosinack ----------------------------- ---------------------------------- Signature Signature Name: Russell Richards Name: Paul A. Rosinack Title: General Manager Title: President and CEO 16 EXHIBIT A Agen Territory ASIA AUSTRALIA AND OCEANIA Bangladesh America Samoa Bhutan Australia Borneo Christmas Island Brunei Cook Islands Cambodia Federated States of Micronesia China Fiji Hong Kong French Polynesia Burma (Myanmar) Guam India Jarvis Indonesia Kiribati Japan Marshall Islands Korea, North Nauru Korea, South New Caledonia Laos New Zealand Macau Niue Island Malaysia Northern Mariana Islands Maldives Palau Mongolia Papua New Guinea Nepal Pitcairn Islands Pakistan Solomon Islands Paracel Islands Tonga Philippines Tuvalu Singapore Vanuatu Sri Lanka Wallis and Futuna Taiwan Western Samoa Thailand Vietnam 17 EXHIBIT B Synbiotics Biologicals Supplied by Synbiotics: 1. Canine Heartworm Antigen Test Kit Biologicals: Canine Heartworm antiserum (Polyclonal) - USDA registered product code E019.00 Canine Heartworm monoclonal antibody, clone key DI 16 872.5 - USDA registered product code E118.00 2. Feline Leukemia Virus Antigen Test Kit Biologicals : Anti-Feline Leukemia Virus monoclonal antibody, clone key 1111B10A5 (currently being supplied by Agen from Synbiotics' clones) Anti-Feline Leukemia Virus monoclonal antibody, clone key 24-1A2 (currently being supplied by Agen from UC Davis clones licensed by Synbiotics) 3. Canine Parvo Virus Antigen Test Kit Biologicals: Anti-Parvo Virus antiserum (Polyclonal) - USDA registered product code E024.01 Anti-Parvo Virus monoclonal antibody, clone key A1C2.32 4. Feline Heartworm Antibody Test Kit Biologicals: DiT33 Recombinant Heartworm antigen 18 EXHIBIT C Agen Biologicals Supplied by Agen: 1. Feline Leukemia Virus Antigen Test Kit Biologicals: Non-specific blocker monoclonal antibody, clone key B56.1.3A1/48 2. Canine Parvo Virus Antigen Test Kit Non-specific blocker monoclonal antibody, clone key B56.1.3A1/48 3. Feline Immunodeficiency Virus Test Kit Biologicals: Biotinylated FIV Peptide Anti-Cat IgG monoclonal antibody, clone key 3B5/21 4. VetRED Canine Heartworm Test Kit Biologicals: Anti - RBC monoclonal antibody H79.48A.3C3/99 Anti - HW monoclonal antibody D46.8.4D4/23 Non-specific blocker monoclonal antibody B56.1.3A1/48 19 EXHIBIT D Products 1. Canine Heartworm Antigen Test Kit containing typically: 10 or 25 Pouches, each containing 1 test device and a packet of desiccant 10 or 25 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions for Use Leaflet Biologicals used in manufacture of the test device include: Canine Heartworm antiserum (Polyclonal) - USDA registered product code E019.00 Canine Heartworm monoclonal antibody, clone key DI 16 872-5, USDA registered product code E118-00 2. Feline Leukemia Virus Antigen Test Kit containing typically: 10 Pouches, each containing 1 test device, and a packet of desiccant 10 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions For Use Leaflet Biologicals used in manufacture of the test device include: Anti-Feline Leukemia Virus monoclonal antibody, clone key 24-1A2 Anti-Feline Leukemia Virus monoclonal antibody, clone key 1111B10A5 Non Specific Blocker monoclonal antibody, clone key B56.1.3A1/48 3. Canine Parvo Virus Antigen Test Kit containing typically: 5 Pouches, each containing 1 test device, and a packet of desiccant 5 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions For Use Leaflet Biologicals used in the manufacture of the test kit include: Anti-Parvo Virus monoclonal antibody, clone key A1C2.32 Anti-Parvo Virus antiserum (Polyclonal) with USDA registered product code E024.01 Non Specific Blocker monoclonal antibody, clone key B56.1.3A1/48 20 EXHIBIT D (continued) Products 4. Feline Heartworm Antibody Test Kit containing typically: 5 or 25 Pouches, each containing 1 test device and a packet of desiccant 5 or 25 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions for Use Leaflet Biologicals used in manufacture of the test device include: DiT33 recombinant heartworm antigen 5. Feline Immunodeficiency Virus Test Kit containing typically: 10 Pouches, each containing 1 test device, and a packet of desiccant 10 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions For Use Leaflet Biologicals used in manufacture of the test device include: Streptavidin Biotinylated FIV Peptide Anti-Cat IgG monoclonal antibody, clone key 3B5/21 6. Feline Leukemia Virus Antigen and Feline Immunodeficiency Virus Combination Test Kit containing typically: 10 Pouches, each containing 1 test device, and a packet of desiccant 10 Pipettes 1 Buffer Dropper Bottle, labeled 1 Directions For Use Leaflet Biologicals used in manufacture of the test device include: Anti-Feline Leukemia Virus monoclonal antibody, clone key 24-1A2 Anti-Feline Leukemia Virus monoclonal antibody, clone key 1111B10A5 Non Specific Blocker monoclonal antibody, clone key B56.1.3A1/48 Streptavidin Biotinylated FIV Peptide Anti-Cat IgG monoclonal antibody, clone key 3B5/21 21 EXHIBIT D (continued) Products 7. VetRED Canine Heartworm Test Kit containing typically: 25 plastic agglutination trays 25 plastic stirrer sticks 1 dropper bottle Test Reagent 1 dropper bottle Negative Control 1 dropper bottle Positive Control 22 EXHIBIT E Trademarks "Witness" is a registered trademark of Synbiotics Corporation. 23 EXHIBIT F Minimums and Milestone Dates Minimum number of test units of all products combined purchased by Synbiotics from AGEN in the first twelve (12) months from the effective date and each twelve (12) month period thereafter, is 1,000,000 tests. For purposes of Exhibit F "purchased" shall mean shipped in accordance with Section 5. If Agen fails to ship in accordance with the delivery schedule, then the units that should have shipped will count toward the minimum. 24 EXHIBIT G Listing of Property FeLV Cell Lines The cell lines and clones for the anti-feline leukemia virus monoclonal antibody, clone key 1111B10A5 used in the feline leukemia virus antigen test kit are the property of Synbiotics. Moulds One 4 cavity mould and associated inserts for the manufacture of WITNESS top plates and WITNESS bottom plates for CHW and FeLV supplied by Poly Industries Pty Ltd, 8 Grenfell Street, Reversby, NSW 2212. One 4 cavity mould and associated inserts for the manufacture of WITNESS top plates and WITNESS bottom plates for FeLV and FIV combination test supplied by Poly Industries Pty Ltd, 8 Grenfell Street, Reversby, NSW 2212. 25 EXHIBIT H Product Prices and Biologicals Prices Transfer prices for veterinary test kits and components Canine Heartworm Antigen Test Kit USD 1.625 per test for the first 900,000 tests ordered and/or shipped in each twelve (12) month period starting from the Effective Date. and USD 1.45 per test for all tests ordered and/or shipped above the 900,000 test number threshold for the remainder of such twelve (12) month period. Feline Leukemia Virus Antigen Test Kit USD 1.625 per test Canine Parvo Virus Antigen Test Kit USD 2.65 per test Canine Parvo Virus Antigen Tests - Bulk format USD 1.20 per test Feline Heartworm Antibody Test Kit USD 2.0 per test Feline Immunodeficiency Virus USD 1.80 Feline Leukemia Virus Antigen and Feline Immunodeficiency Virus Combination Test Kit USD 2.55 per test VetRED Canine Heartworm Test Kit USD 2.00 per test 26 EXHIBIT H (continued) Product Prices and Biologicals Prices Prices of Synbiotics Biologicals Canine Heartworm Antigen Test Kit Biologicals: Canine Heartworm antiserum (Polyclonal) with USDA registered product, Code E019.00 Price USD 2.21 per mg Canine Heartworm monoclonal antibody, clone key DI 16 872-5, USDA registered product, Code E118-00 Price USD 13.14 per mg Feline Leukemia Virus Antigen Test Kit Biologicals: Anti-Feline Leukemia Virus monoclonal antibody, clone key 1111B10A5 Price - Not applicable Anti-Feline Leukemia Virus monoclonal antibody, clone key 24-1A2 Price - Not applicable Canine Parvo Virus Antigen Test Kit Biologicals: Anti-Parvo Virus antiserum (Polyclonal) - USDA registered product code E024.01 Price USD 2.63 per mg Anti-Parvo Virus monoclonal antibody, clone key A162.32 Price USD 3.98 per mg Feline Heartworm Antibody Test Kit Biologicals: DiT33 Recombinant Heartworm antigen Price 400 USD per mg 27 Prices of Agen Biologicals 1. Feline Leukemia Virus Antigen Test Kit Biologicals: Non-specific blocker monoclonal antibody, clone key B56.1.3A/48 Price USD 9.45 per mg 2. Canine Parvo Virus Antigen Test Kit Non-specific blocker monoclonal antibody, clone key B56.1.3A1/48 Price USD 9.45 per mg 3. Feline Immunodeficiency Virus Test Kit Biologicals: Biotinylated FIV Peptide1 Price USD 322.00 per mg Anti-cat IgG monoclonal antibody N208.53B.3B5/21 Price USD 7.98 per mg 4. VetRED Canine Heartworm Test Kit: Prices not applicable 28 EXHIBIT I Disclosure Pursuant to Sections 8.1 and 8.2 29 EXHIBIT J Previous Agreements Collaboration Agreement July 7, 1995 Distributor Agreement March 9, 1992 Amendment to the Distribution Agreement July 9, 1997 Distributor Agreement March 24, 1992 Exclusive License July 1996 Amendment to the Exclusive License May 16, 1997 Amendment to the Collaboration Agreement July 9, 1997 Letter Agreement August 8, 1997 Letter Agreement April 27, 1998 30 EXHIBIT K Dispute Resolution The Parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either Party's rights and/or obligations. The terms of this Section 13.4 set forth the procedures to be used in the alternative dispute resolution ("ADR") process for resolving disputes between the Parties. A Party initiating the ADR must first send written notice of the dispute to the other Party for attempted resolution by good faith negotiation between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter is not resolved within such twenty-eight (28) day period, or if the Parties fail to meet within such twenty-eight (28) day period, either Party may initiate an ADR proceeding as provided herein. The Parties shall have the right to be represented by counsel in such a proceeding. To begin the ADR proceeding, a Party shall provide written notice (the "ADR Notice") to the other Party of the issues to be resolved by ADR. Within fourteen (14) days after its receipt of the ADR Notice, the other Party may, by written notice to the Party providing the ADR Notice, add additional issues to be resolved within the same ADR proceeding. Within twenty-one (21) days following receipt of the ADR Notice, the Parties shall select a mutually acceptable neutral individual to preside in the resolution of any disputes in the ADR proceeding. If the Parties are unable to agree on a mutually acceptable neutral within such period, either Party may request the President of the CPR Institute for Dispute Resolution ("CPR"), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to the following procedures: (a) The CPR shall submit to the Parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. Each candidate shall be independent and shall not be an employee, director or holder of outstanding equity securities of either Party or any of their subsidiaries or affiliates or of any entity with which either Party has a contractual or business relationship. (b) Such list shall include a statement of disclosure by each candidate of any circumstances likely to affect his or her impartiality. (c) Each Party shall number the candidates in order of preference (with the number one (1) signifying the greatest preference and shall deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a Party believes a conflict of interest exists regarding any of the candidates, that Party shall provide a written explanation of the conflict to the CPR along with its list showing its order of preference for the candidates. Any Party failing to return a list of preferences on time shall be deemed to have no order of preference. (d) If the Parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR immediately shall designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference. If a tie should result between two candidates, the CPR may designate either candidate. If the Parties 31 collectively have identified three (3) or more candidates deemed to have conflicts, the CPR shall review the explanations regarding the conflicts and, it its sole discretion, may either (i) immediately designate as the neutral the candidate for whom the Parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in subparagraphs 2(a)-2(d) shall be repeated until the neutral is selected. No earlier than twenty-eight (28) days or later than fifty-six (56) days after selection, the neutral shall hold a hearing to resolve each of the issues identified by the Parties. The ADR proceeding shall take place at a location agreed upon by the Parties. If the Parties cannot agree, the neutral shall designate a location other than the principal place of business of either Party or any of their subsidiaries or affiliates. At least seven (7) days prior to the hearing, each Party shall submit, in written form, the following to the other Party and the neutral: (a) a copy of all exhibits on which such Party intends to rely in any oral or written presentation to the neutral; (b) a list of any witnesses such Party intends to call at the hearing, and a short summary of the anticipated testimony of each witness; (c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies shall not contain any recitation of the facts or any legal arguments and shall not exceed one (1) page per issue. (d) a brief in support of such Party's proposed rulings and remedies, provided that the brief shall not exceed twenty (20) pages. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. No discovery shall be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. The hearing shall be conducted on two (2) consecutive days and shall be governed by the following rules: (a) The hearing may be attended by two representatives of each Party, each Party's expert witnesses, if any, counsel and the neutral. (b) Video conferencing shall be permissible at the discretion of the neutral. (c) Each Party shall be entitled to five (5) hours of hearing time to present its case. The neutral shall determine whether each Party has had the five (5) hours to which it is entitled. 32 (d) Each Party shall be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses shall occur immediately after their direct testimony, and cross-examination time shall be charged against the Party conducting the cross-examination. (e) The Party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the responding Party. The responding Party, if it chooses to make an opening statement, also shall address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments shall proceed in the same sequence. (f) Except when testifying, witnesses, other than the Party representatives and any expert witnesses, shall be excluded from the hearing until closing arguments. (g) Settlement negotiations, including any statements made therein, shall not be admissible under any circumstances. Affidavits prepared for purposes of the ADR hearing shall be admissible at the discretion of the neutral, provided the affiant is available for purposes of cross-examination. As to all other matters, the neutral shall have sole discretion regarding the admissibility of any evidence. Within seven (7) days following completion of the hearing, each Party may submit to the other Party and the neutral a post-hearing brief in support of its proposed rulings and remedies, provided that such brief shall not contain or discuss any new evidence and shall not exceed ten (10) pages. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. The neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one of the parties on each disputed issue but may adopt one party's proposed rulings and remedies on some issues and the other party's proposed rulings and remedies on other issues. The neutral shall not issue any written opinion or otherwise explain the basis of the ruling. The neutral shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: (a) If the neutral rules in favor of one Party on all disputed issues in the ADR, the losing Party shall pay 100% of such fees and expenses. (b) If the neutral rules in favor of one Party on some issues and in favor of the other Party on other issues, the neutral shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the Parties. The neutral shall allocate fees and expenses in a way that bears a reasonable relationship to the 33 outcome of the ADR, with the Party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. The rulings of the neutral and the allocation of fees and expenses shall be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction. Except as provided in paragraph 9 or as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings shall be deemed Confidential Information, although the rulings may be introduced in any subsequent ADR hearing relating to this Agreement. The neutral shall have the authority to impose sanctions for unauthorized disclosure of Confidential Information. 34 EX-10.78 5 dex1078.txt ASSIGNMENT AGREEMENT Exhibit 10.78 ------------- ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") is made and entered into as of October 29, 2001 (the "Effective Date") by and between Agen Biomedical Limited, an Australian company, having its principal place of business at 11 Durbell Street, Acacia Ridge, Queensland 4110, Australia ("Agen"), and Synbiotics Corporation, a California corporation, having its principal place of business at 11011 Via Frontera, San Diego, CA 92127, United States of America ("Synbiotics"). RECITALS Whereas, RM Diagnostics SAS entered into a Distribution Agreement dated July 9, 1997 with Rhone Merieux SAS for distribution of certain Witness products in Japan (the "Distribution Agreement"), Whereas, Synbiotics acquired all of the outstanding shares of RM Diagnostics effective July 9, 1997, Whereas, Agen and Synbiotics have entered into a License, Distribution and OEM Agreement dated October 29, 2001, Now, Therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration the receipt of which is hereby acknowledged, the Parties hereby agree as follows: AGREEMENT Synbiotics hereby assigns all of it's rights and interests in the Distribution Agreement to Agen. In Witness Whereof, the Parties have caused this Agreement to be executed by duly authorized representatives of the Parties as of the Effective Date. Agen Biomedical Ltd. Synbiotics Corporation By: /s/ Russell Richards By: /s/ Paul A. Rosinack - --------------------------------------- ------------------------------------- Signature Signature Name: Russell Richards Name: Paul A. Rosinack Title: General Manager Title: President and CEO EX-21 6 dex21.htm LIST OF SUBSIDIARIES Prepared by R.R. Donnelley Financial -- List of Subsidiaries

EXHIBIT 21

LIST OF SUBSIDIARIES

Synbiotics Europe SAS

Incorporated under the laws of France

EX-23 7 dex23.htm CONSENT OF INDEPENDENT ACCOUNTANTS Prepared by R.R. Donnelley Financial -- Consent of Independent Accountants

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-90465) and in the Registration Statements on Form S-8 (No.’s 33-85908, 33-61103, 333-18363, 333-42723, 333-90471 and 333-76298) of Synbiotics Corporation of our report dated March 27, 2002 relating to the financial statements, which appears in this Form 10-K.

ICEWATERHOUSECOOPERS LLP

San Diego, California

March 27, 2002

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