EXHIBIT 10.14
LABORATORY CORPORATION OF AMERICA HOLDINGS
("LabCorp")
MASTER AGREEMENT
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This Agreement between CYTYC Corporation hereinafter referred to as CYTYC, a
Delaware Corporation whose principal place of business is located at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇, and Laboratory Corporation of America
Holdings, ("LabCorp"), at LabCorp's option "LabCorp" shall also refer to any or
all of LabCorp's subsidiaries. This Agreement, together with any Product Addenda
hereto, sets forth the Terms and Conditions upon which CYTYC will sell to
"LabCorp" and "LabCorp" will purchase various diagnostic products. In the event
of any inconsistencies between this Agreement and any Product Addenda, this
Master Agreement shall control. The parties agree as follows:
A. In consideration of "LabCorp" purchasing from CYTYC, the diagnostic
products, equipment and related software, hereinafter collectively referred
to as "Product", specified in the attached Product Addenda during the term
of this Agreement, CYTYC agrees to sell such Product to "LabCorp" at the
purchase prices specified. This Agreement supersedes all prior contracts
between the parties, and at LabCorp's option any prior contracts between
CYTYC and LabCorp's subsidiaries.
B. "LabCorp", on a reasonable efforts basis, will notify CYTYC in writing of
all acquisitions, additional locations and location changes. Upon request
from LabCorp, CYTYC shall make product available to acquisitions and
additional locations at the "LabCorp" pricing set forth herein.
C. The term of the Agreement shall commence on February 1, 2000 and remain in
effect until January 31, 2003.
D. CYTYC shall ship to any "LabCorp" laboratory which orders Product who is
authorized under this Agreement. Invoices should be mailed to the following
address:
SEND INVOICES TO:
Laboratory Corporation of America Holdings
The Office of Diagnostic Contracts - ▇▇▇▇▇▇ Story
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Payment is net thirty (30) days. "LabCorp" is taxable based on shipment
destination and all applicable local/state taxes are the responsibility of
"LabCorp". In those states where CYTYC collects local/state sales taxes,
CYTYC will add these taxes to the invoices and remit to the appropriate
taxing authority.
E. Shipment shall be made FOB Destination Freight Prepaid, no additional
handling charges or associated fees.
F. Neither party shall assign or transfer this Agreement without the consent
of the other party, which consent shall not be unreasonably withheld or
delayed.
LabCorp/CYTYC Corporation The Office of Diagnostic Contracts/ms Page 1 of 4
LCAMA Rev. Date 11/11/1999 Acknowledgement by parties: LabCorp CYTYC /s/ Illegible 2/22/2000
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LABORATORY CORPORATION OF AMERICA HOLDINGS MASTER AGREEMENT
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G. Notices and other communications permitted or required under this Agreement
will be deemed to be properly given if in writing and either delivered by
hand or mailed by First Class U.S. Mail postage prepaid, addressed to the
parties as follows:
SELLER: CYTYC Corporation
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
"LabCorp": Laboratory Corporation of America Holdings
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▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Mrs. Gail Page
Carbon Copy to:
Laboratory Corporation of America Holdings
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▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Law Department
H. This Agreement may not be amended or modified except by written agreement
of both of the parties. If no agreement is reached, CYTYC may, as its sole
and exclusive remedy, terminate this Agreement provided however CYTYC shall
be entitled to return at no charge to "LabCorp" all inventory in possession
of "LabCorp" and payment for Product previously shipped and processed
billable by "LabCorp". In no event shall "LabCorp" be liable for monetary
damages. LabCorp does not warrant or represent any specific amount of
Product shall be ordered hereunder.
I. CYTYC will not be liable for any failure to perform under this Agreement
due to strikes, fire, explosion, flood, riot, lock-out, injunction,
interruption of transportation, or unavoidable accidents.
J. CYTYC guarantees "LabCorp" the Product supplied shall not be adulterated or
misbranded within the meaning of the U.S. Food, Drug, and Cosmetic Act.
K. CYTYC and "LabCorp" will conduct quarterly business reviews to discuss
technical performance of all Product included in this Agreement. In the
event that technical problems are identified or a CYTYC product is
unavailable, "LabCorp" will notify CYTYC of the problem in writing. CYTYC
will, within the course of ten (10) working days, identify an action plan
to correct the problem and deliver this, in writing, to "LabCorp". If,
after an additional twenty (20) working days, progress is not demonstrated
in resolving the problem or Product performance does not meet package
insert claims, then "LabCorp" may discontinue use of that Product without
affecting the terms and conditions of the Agreement.
L. This Agreement may be terminated by either party with or without cause at
any time with ninety (90) days written notice unless there are quality or
shipment problems. If quality or shipment problems occur, then Paragraph K
(above) applies. Quality or shipment problems are defined as inconsistent
shipments, inadequate Product availability, Product that do not meet
package insert claims or performance specifications as published in the
manufacturer's publications.
LabCorp/CYTYC Term: January 1, 2000 thru December 31, 2002 Page 2 of 4
LCAMA Rev. Date 11/11/99 Acknowledgement by parties: LabCorp CYTYC /s/ Illegible 2/22/2000
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LABORATORY CORPORATION OF AMERICA HOLDINGS MASTER AGREEMENT
M. If an individual Product becomes standardized across all Laboratory
Corporation of America Holdings laboratories, both parties will negotiate a
price change for the Product and amend or add a Product Addenda. If no
Agreement is reached, either party may terminate this Agreement upon 90
days written notice. For CYTYC, such termination shall be its sole and
exclusive remedy.
N. Items defined as Product listed on Addenda or added on Addenda (added at a
later date) will have guaranteed pricing through the term of the Agreement.
O. If any terms of this Agreement are not met by "LabCorp" and the parties
cannot agree on a resolution, CYTYC may elect, as its sole and exclusive
remedy, to terminate this Agreement provided however CYTYC shall be
entitled to return at no charge to "LabCorp" all inventory in possession of
"LabCorp" and payment for Product previously shipped and processed
billables by "LabCorp".
P. CYTYC warrants that during their applicable shelf life, the disposable
Product will conform with the Specifications set forth in the package
insert and the instrumentation and accompanying software will operate in
accordance with the specifications and warranties set forth on Exhibit
---
attached hereto and incorporated herein by reference. Furthermore, CYTYC
hereby represents and warrants that the use of any technology or U.S.
patents licensed hereunder is and will be free of any infringement of U.S.
patents of other persons. CYTYC hereby represents and warrants that the use
and sale of any Product covered by this agreement is and will be free of
any infringement of patents of other persons. No disclaimer of warranties
or attempt to limit "LabCorp"'s indemnification rights by CYTYC shall be
effective.
Q. CYTYC shall give "LabCorp" a 120 day written notification of any Product
changes.
R. "LabCorp" may advertise and promote CYTYC's Product and use CYTYC's
trademarks solely in the manner used by CYTYC and for the purpose of
marketing the Product. Customer shall not make any representation or
warranty with respect to the Product other than those made by CYTYC.
S. CYTYC agrees to defend, indemnify, and hold "LabCorp" and subsidiaries,
directors, officers, employees, and agents wholly harmless from and against
third-party claims, losses, damages, lawsuits, settlements, demands,
causes, judgments, expenses, and cost (including reasonable attorney fees)
(collectively "Expenses") arising or alleged under or in connection with
this Agreement or LabCorp's use of Product under this Agreement to the
extent that such cost and liabilities are caused by a) CYTYC breach of any
of its warranties in this Agreement, b) the failure of Product to function
properly for "LabCorp"'s intended use in accordance with the specifications
in the package insert for the Product, c) any negligence or willful
misconduct of CYTYC, or d) any other liability resulting from "LabCorp"'s
use of the Product in accordance with the specifications in the package
insert for the Product. However, the foregoing rights to indemnity shall
not apply to the extent that such claim, loss, lawsuit, or settlement
results from "LabCorp"'s employees, or from the modification of any product
of CYTYC by a third party not within CYTYC's control or without CYTYC's
permission. This defense, indemnity and hold harmless obligation shall also
include, but is not limited to, any such third-party claims, losses,
damages, lawsuits, settlements, demands, causes, judgments, expenses and
costs (including reasonable attorney fees) against LabCorp which relate in
any manner to LabCorp's alleged infringement of any property rights of a
third party in or to the Product or licenses under this Agreement. In the
event of a lawsuit or other action in connection with which LabCorp is
seeking indemnification from CYTYC hereunder, LabCorp agrees to give timely
notice of the lawsuit or action to CYTYC and to cooperate with CYTYC in the
defense of the lawsuit or action.
LabCorp/CYTYC Term: January 1, 2000 thru December 31, 2002 Page 3 of 4
LCAMA Rev. Date 11/11/99 Acknowledgement by parties: LabCorp CYTYC /s/ Illegible 2/22/2000
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LABORATORY CORPORATION OF AMERICA HOLDINGS MASTER AGREEMENT
T. CYTYC and "LabCorp" each acknowledge that the other has a proprietary
interest in its legal and business name and reputation. Therefore, except
as otherwise required by law, neither party shall use the other's name nor
shall mention or describe this Agreement or its relationship with the other
party in any press release, advertising, marketing, and promotional
materials or other publications or materials without first obtaining the
prior written approval of (a) in the case of LabCorp, the Senior Vice
President of Automation and Diagnostics, or (b) in the case of CYTYC, the
Vice President of Finance. A violation of this paragraph shall be
considered a material breach of this Agreement, and the non-breaching party
shall be, to the extent consistent with applicable law, entitled to pursue
all legal or equitable remedies, including an injunction, as a result of
such breach. Except as otherwise required by law, each of the parties
hereto agrees to keep the terms and conditions of this Agreement (including
any Product Addenda) confidential and will not disclose the same without
the prior written consent of the other party. Notwithstanding the foregoing
sentence, either party may disclose the terms and conditions of this
Agreement (including any Product Addenda) to any employees, agents, or
advisors of such party with a material need to know such information,
provided that all such employees, agents and advisors agree to be bound by
the terms and conditions of the foregoing sentence as if they were parties
hereto, and neither party may disclose any such terms and conditions to any
competitor of the other party.
U. Upon termination of this Agreement for any reason, "LabCorp" shall return
all Product to CYTYC, at CYTYC's expense that were delivered to "LabCorp"
by CYTYC and not paid for by "LabCorp" during the term of the Agreement.
CYTYC shall be entitled to a return at no charge to "LabCorp" of all
inventory in possession of "LabCorp" and payment for Product previously
shipped and processed billable.
V. This Agreement shall be construed and enforced in accordance with the laws
of the State of North Carolina. In the event of any default in the payment
of any amounts due hereunder, the prevailing party in any action shall be
entitled to collect all costs, expenses (including reasonable attorney's
fees) and damages incurred in enforcing this Agreement.
In the event of any inconsistencies between this Agreement and the attached
Addenda, this Master Agreement shall control.
LABORATORY CORPORATION OF AMERICA CYTYC CORPORATION
HOLDINGS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: National Director of Title: Senior Vice President
Automation & Diagnostics
Date: Date: 2/15/00
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LabCorp/CYTYC Term: January 1, 2000 thru December 31, 2002 Page 4 of 4
LCAMA Rev. Date 11/11/99 Acknowledgement by parties: LabCorp CYTYC /s/ Illegible 2/22/2000
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LABORATORY CORPORATION OF AMERICA HOLDINGS /CYTYC CORPORATION
EQUIPMENT ADDENDUM
CYTYC Corporation hereinafter referred to as CYTYC, will sell to Laboratory
Corporation of America Holdings (LabCorp) new ThinPrep 2000 Processor
instrumentation, as ordered from time to time by LabCorp, at ***% discount from
List Price for the term of this Agreement and the following terms and conditions
shall apply:
INSTRUMENT(S) PRICING ThinPrep(R) 2000 Processor
Discount ***% off List Price as set forth below:
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INSTRUMENT LIST PRICE LCA PRICE
===========================================================================
ThinPrep(R)2000 Processor $*** $*** each
===========================================================================
SHIPPING & HANDLING
Includes all Installation fees and Shipping charges as set forth in the
Master Agreement.
ThinPrep(R) 2000 SERVICE AGREEMENT
. CYTYC will provide ThinPrep(R) 2000 Processor Service Agreement to
LabCorp based upon the following discounted pricing schedule. Service
contract pricing below is quoted on a "per facility" basis,
reorganizing service economics due to multiple instruments at a single
facility.
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Total Service
Length of Service Agreement Annual Price Price per facility
----------------------------------------------------------------------
1 year $*** $***
----------------------------------------------------------------------
3 years $*** $***
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5 years $*** $***
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. Either party may terminate this Service Agreement if the other party
materially breaches any provision hereof. In the event of such
termination the amount paid for the service contract will be prorated
and refunded to LabCorp.
. CYTYC will perform corrective maintenance (Service) on the ThinPrep(R)
2000 Processors at no additional charge to LabCorp during the 3-year
term of this agreement. Service will be provided by one of the
following methods at the sole discretion of LabCorp:
1. Repairing the instrument in the laboratory.
2. Replacing out the system while repairs are being performed.
3. Replacing the instruments permanently.
EQPPA Rev, Date 4/99 The Office of Diagnostic Contracts LabCorp/CYTYC Page 1 of 2
/s/ Illegible 2/22/2000
LABORATORY CORPORATION OF AMERICA HOLDINGS/CYTYC CORPORATION
EQUIPMENT ADDENDUM
ThinPrep(R)2000 SERVICE AGREEMENT continued from Page 1
.. Additional Services shall include but are not limited to the
following:
Toll free 24 hour phone service, 7 days per week.
On-site field service response within 24-48 hours
Annual Preventive Maintenance visit
On-site technical lectures for staff, if requested by LabCorp
Technical Service Representative visits as requested
.. CYTYC agrees to upgrade any and all CYTYC ThinPrep Processor 2000
instruments to maintain instruments at fully operational levels
required by LabCorp throughout the term of this Agreement. LabCorp
shall not incur any additional costs, expense, or liability as a
result of these upgrades.
TRAINING:
CYTYC agrees to provide, at its expense, training for one (1) Cytopathologist
and one (1) Cytotechnologist from each LabCorp laboratory that has not
previously performed the ThinPrep Pap Test in its laboratory facility, at CYTYC
a headquarters in Boxborough, MA. For laboratories that have been trained by
CYTYC at CYTYC's headquarters in Boxborough, MA, additional training of
laboratory personnel will be conducted by CYTYC Corporation Cytology
Application Specialists. This additional training will be conducted at LabCorp
laboratories. Requests by LabCorp for additional on-site training will be
conducted at LabCorp laboratories. Requests by LabCorp for additional on-site
training can be scheduled and coordinated through CYTYC Corporation Technical
Service Department.
In the event of any inconsistencies between this Addenda and Master Agreement,
the Master Agreement shall control.
PRICING EFFECTIVE DATE: January 1, 2000 EXPIRES: January 31, 2003
LABORATORY CORPORATION OF AMERICA HOLDINGS CYTYC CORPORATION
By: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: National Director Title: Senior Vice President
Automation & Diagnostics
Date: Date: 2/15/00
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EQPPA Rev, Date 4/99 The Office of Diagnostic Contracts LabCorp/CYTYC Page 2 of 2
/s/ Illegible 2/22/2000
LABORATORY CORPORATION OF AMERICA HOLDINGS/CYTYC CORPORATION
PRODUCT ADDENDUM
This addendum is an integral part of the Master Agreement dated February 1, 2000
between Laboratory Corporation of America Holdings ("LabCorp") and Cytyc
Corporation ("CYTYC"). CYTYC agrees to provide to "LabCorp" the ThinPrep(R) Pap
Test(TM) ("TPPT") on the following terms and conditions:
PRICING LAB SUPPLIES:
CYTYC agrees to provide LabCorp with ThinPrep Pap Test kits as configured in
CYTYC's standard product packaging on a consignment basis. These supplies will
be billed to "LabCorp" following the fifth business day of each month at a
Product pricing of $*** per billable. On or before the fifth business day of
each month, "LabCorp" will report to CYTYC the number of ThinPrep Pap Tests
processed during the previous month.
CONSIGNMENT TERMS:
Upon not less than 90 days' notice by CYTYC to LabCorp, LabCorp shall promptly
return to CYTYC any Products provided to LabCorp hereunder, provided, however,
LabCorp shall immediately return any Product in its possession upon notice by
CYTYC of a material breach by LabCorp of any provision of this Agreement.
Notwithstanding, LabCorp shall not be obligated at any time to return to CYTYC
any physician office supplies previously provided to physicians by LabCorp under
this Agreement. LabCorp shall use reasonable efforts to return all Product, in
its possession within such 90 day period. All associated costs of return of such
Product shall be at CYTYC's sole expense. CYTYC shall bear all risk of loss for
such consigned Product whether at LabCorp location or physician third party
location. During the term of this Agreement and any return to CYTYC, CYTYC shall
insure all such Product.
In the event of any inconsistencies between this Addenda and Master
Agreement, the Master Agreement shall control.
PRICING EFFECTIVE DATE: February 1, 2000 EXPIRES: January 31, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ CYTYC CORPORATION
HOLDINGS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: National Director Title: Senior Vice President
Automation & Diagnostics
Date: 2/21/00 Date: 2/15/00
Acknowledged by: LabCorp CYTYC Page 1 of 1
----------- ---------- /s/ Illegible 2/22/00
AMENDMENT TO
MASTER AGREEMENT
This Amendment is entered into this 20th day of December 2001, by and between
CYTYC Corporation ("Cytyc") and Laboratory Corporation of America Holdings
("LabCorp") and is intended by the parties hereto to modify the Master Agreement
and Equipment and Product Addenda entered into between Cytyc and LabCorp dated
the 1st day of January 2000 (the "Agreement").
Cytyc and LabCorp hereby agree as follows:
1. TERM: The term of the Agreement shall be extended through December 31,
2004.
2. CYTYC shall ship to any "LabCorp" laboratory, which orders Product who is
authorized under this Agreement. Invoices should be mailed to the following
address:
SEND INVOICES TO:
Laboratory Corporation of America Holdings
Accounts Payable Department
Caller # 2280
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3. Shipment shall be FOB Factory Freight Prepaid. Payment is net thirty (30)
days. Where applicable, there shall be added to the Charges any taxes on
such Charges, including but not limited to, applicable state and local
sales, use or excise taxes. Applicable sales taxes will be based upon
shipment destination and will be added to the Charges and invoiced to
LabCorp by Cytyc Corporation. Cytyc shall be responsible for all income
taxes related to the income generated from the sale of products hereunder.
4. PRE-JANUARY 1, 2002, FEE SCHEDULE: All charges for ThinPrep 2000 Processor
Instruments shipped to LabCorp between January 1, 2001, and December 31,
2001, shall be included in the cost per billable fee schedule effective
through December 31, 2001, as specifically set forth in the Product
Addendum. Title to and risk of loss for such instrumentation shall remain
with Cytyc.
5. INSTRUMENTATION: Effective January 1, 2002, and continuing throughout the
remainder of the term, Cytyc shall provide all ThinPrep 2000 Processors as
follows:
a. The charges for all ThinPrep 2000 Processors placed at LabCorp
facilities prior to January 1, 2002, shall be included in the rates
LabCorp shall pay Cytyc as more specifically set forth in paragraph 5
below.
b. Cytyc shall provide to each LabCorp facility one additional ThinPrep
2000 Processor when incremental utilization for Cytyc ThinPrep testing
exceeds an average of *** tests per month over a consecutive three (3)
month period of time. The charges for such additional instrumentation
shall be included in the rates LabCorp shall pay Cytyc as more
specifically set forth in paragraph 5 below. LabCorp shall provide
Cytyc with monthly utilization reports for each LabCorp facility by
the 20th day of the following month.
c. Cytyc and LabCorp agree to negotiate in good faith the placement of
additional instrumentation in the event circumstances otherwise
warrant in LabCorp's reasonable discretion but the utilization
thresholds set forth in paragraph 3(b) above have not been met. Such
circumstances may include, but shall not be limited to, anticipated
additional capacity requirements due to new or enhanced LabCorp
relationships in a particular market.
d. In the event LabCorp requires additional instrumentation beyond the
requirements set forth in paragraph 3(b) and (c) during the term,
LabCorp may purchase additional instrumentation at a cost of $***
per instrument. Such instrumentation shall be owned by LabCorp.
e. During the term LabCorp may purchase ThinPrep 3000 Processors for $***
per instrument.
6. PURCHASE RIGHT: Upon termination of this Agreement, LabCorp shall have the
right to purchase any ThinPrep 2000 Processor placed pursuant to paragraphs
3(b) and (c) above at a cost of $*** per instrument. In the event LabCorp
elects to purchase such instrumentation it shall provide Cytyc 15 days
notice. Upon payment of the purchase price Cytyc shall convey to LabCorp
all right, title, and interest to such instrumentation free and clear of
all liens and encumbrances.
7. FEES: Effective January 1, 2002, and continuing throughout the remainder
the term, Cytyc shall provide to LabCorp ThinPrep Pap Test Laboratory
Supplies (1 X ThinPrep Pap Test microscope slide and 1 X ThinPrep Pap Test
TransCyt Filter (one supply) for $*** each. Additional discounts shall be
available based on the following schedule:
Time Period Laboratory Supplies Invoiced Additional Discount Per Test
----------- ---------------------------- ----------------------------
Jan. 1, 2002-Dec. 31, 2002 Up to *** $***
Excess over *** $***
Jan. 1, 2003-Dec. 31, 2003 Up to *** $***
Excess over *** $***
Excess over *** $***
Jan. 1, 2004-Dec. 31, 2004 Up to *** $***
Excess over *** $***
Excess over *** $***
8. COST PER BILLABLE TERMINATION: The Parties agree to transition from the
cost per billable provisions of the original product addendum and terminate
the cost per billable program effective January 1, 2002, as follows:
a. LabCorp will report monthly ThinPrep Pap Test usage to Cytyc for
November 2001 and December 2001 no later than 5 business days
following the end of fiscal year 2001.
b. Cytyc Corporation will invoice LabCorp for November and December
ThinPrep Pap Test usage at the price of $*** per test.
c. LabCorp will provide to Cytyc during December 2001 a Consignment
Inventory Payment for *** ThinPrep Pap Tests in LabCorp's possession
at a price of *** for a total payment of $***
On or about December 31, 2001, LabCorp will conduct a physical
inventory to determine the total number of ThinPrep Pap Test
Laboratory Supplies in inventory at all LabCorp facilities. LabCorp
will pay Cytyc for the remaining inventory (December 31, 2001 Physical
Inventory total MINUS *** pre-paid tests) at the rate of *** test.
This remaining inventory will be paid to Cytyc in two equal
installment payments, with the first installment due March 15, 2002,
and the second installment due June 15, 2002.
9. TRAINING
Cytyc Corporation agrees to provide, at its expense, training at Cytyc's
headquarters in Boxborough, Massachusetts for one cytopathologist and one
cytotechnologist from each LabCorp facility that has not previously
performed the ThinPrep Pap Test in that facility. Additional training of
LabCorp laboratory personnel will be conducted by Cytyc Application
Specialists. Such additional training shall be conducted at LabCorp
facilities. Requests by LabCorp for additional on-site training can be
scheduled through Cytyc Technical Service Department. This training shall
be at no additional charge to LabCorp.
8. Except as specifically modified by this Amendment, the Agreement shall remain
unchanged and in full force and effect. In the event there is any conflict
between the terms of the original Agreement, Product and Equipment Addendum, the
terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed in
their names as their official acts by their respective representatives, each of
whom is duly authorized to execute the same.
Laboratory Corporation of America Holdings ("LabCorp")
BY: /s/ Illegible
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TITLE: V.P./Director S&P
DATE: 12/20/01
WITNESS: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CYTYC CORPORATION ("CYTYC")
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
TITLE: Chief Operating Officer
DATE: 12/18/01
WITNESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
[LOGO] LabCorp
Laboratory Corporation of America(TM) Holdings
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▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
National Director, Business Develeopment
Science & Technology
December 20, 2001
▇▇▇ ▇▇▇▇▇▇▇▇
COO, Executive Vice President
Cytyc Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter is to further clarify Paragraph 7, "FEES" as set forth in the
"Amendment to Master Agreement" dated December 20, 2001 by and between Cytyc
Corporation ("Cytyc") and Laboratory Corporation of America Holdings ("LabCorp")
which amends the Master Agreement and Equipment and Product Addenda entered into
between Cytyc and LabCorp dated the 1st day of January 2000 the ("Agreement").
It is understood that Cytyc will issue an additional discount in the form of a
check to LabCorp at the rates indicated in Paragraph 7 of the amendment
("Additional Discount Per Test") for all ThinPrep Pap Test Laboratory Supplies
invoiced to LabCorp in excess of the calendar year thresholds as described in
Paragraph 7 ("Time Period"). All ThinPrep Pap Test Laboratory Supplies invoiced
during the applicable Time Period will be applied to the aggregate annual
threshold. LabCorp will receive the Additional Discount beginning in the month
the threshold is exceeded and continuing through the remainder of the current
calendar year.
The attached example is solely for the purposes of illustration and in no way
represents actual ordering, charges, or additional discounts.
EXAMPLE
------------------------------------------------------------------------
Price Additional
Additional Per Discount
Laboratory Price Discount Test X
Suppliers Annual Per Per X Excess Over
Month Involved Total Test Tests Tests ***Tests
------------------------------------------------------------------------
Kits Tests
------------------------------------------------------------------------
Jan *** *** *** *** *** ***
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Feb *** *** *** *** *** ***
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Mar *** *** *** *** *** ***
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Apr *** *** *** *** *** ***
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May *** *** *** *** *** ***
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Jun *** *** *** *** *** ***
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Jul *** *** *** *** *** ***
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Aug *** *** *** *** *** ***
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Sep *** *** *** *** *** ***
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Oct *** *** *** *** *** *** ***
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Nov *** *** *** *** *** *** ***
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Dec *** *** *** *** *** *** ***
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LabCorp is invoiced for *** ThinPrep Pap Tests *** Kits x *** ThinPrep Pap tests
per Kit) for the month of October. The following illustrates the process by
which Cytyc and LabCorp will calculate fees and the additional discounts
described in Paragraph 7.
------------------------------------------------
STEP 1
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*** Tests
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X *** Price Per Test
------------------------------------------------
$ *** October Payment From LabCorp to Cytyc
------------------------------------------------
The invoice for * Tests enables LabCorp to exceed the * threshold and to qualify
for the Additional Discount described in Paragraph 7.
------------------------------------------------
STEP 2
------------------------------------------------
*** Annual Total Through October
------------------------------------------------
- *** Threshold for Additional Discount
------------------------------------------------
*** Excess over*** Tests
------------------------------------------------
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STEP 3
------------------------------------------------
*** Excess over*** Tests
------------------------------------------------
X *** Additional Discount
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*** October Payment from Cytyc to LabCorp
------------------------------------------------
The parties confirm their agreement to the above by executing below:
Laboratory Corporation of America Cytyc Corporation
By: /s/ Illegible By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------- ----------------------------------
Title: V.P./Director S&P Title: Chief Operating Officer
Date: 12/20/01 Date: 12/21/01
-------------------------------- -------------------------------