EXHIBIT 10.37
AMENDMENT TO SUPPORT AGREEMENT
THIS AMENDMENT TO SUPPORT AGREEMENT ("Agreement") made as of this
1st day of October, 1997 by and between Laboratory Corporation of
America Holdings, successor to Roche Biomedical Laboratories, Inc.
("LabCorp") Xxxxxxx-Xx Xxxxx Inc. ("Roche"), Roche Molecular
Systems, Inc. ("RMS") and Roche Diagnostic Systems, Inc. ("RDS").
WITNESSETH:
WHEREAS, LabCorp and Roche previously entered into a Support
Agreement dated April 27, 1995, as amended (the "Support Agreement")
and
WHEREAS, subject to the terms and conditions contained herein, the
parties wish to amend the Support Agreement.
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. RMS agrees to provide the services of Xxxxx Xxxxx to LabCorp as
requested by LabCorp. LabCorp agrees to pay RMS any salary,
compensation, travel and living expense, expatriate expense, benefit
and pension costs, and any other expense pertaining to Xxxxx Xxxxx
on a quarterly basis commencing October 1, 1997.
2. LabCorp agrees to defend, indemnify, and hold Roche, RMS, RDS,
their respective parent, subsidiaries, affiliated and related
companies, directors, officers, employees, and agents wholly
harmless from and against all third party claims, losses, lawsuits,
settlements, demands, causes, judgments, expenses, and costs
(including reasonable attorney fees) arising from or in connection
with any services provided to LabCorp by Xxxxx Xxxxx. LabCorp
further releases and discharges any claim, whether past, present or
future, against Roche, RMS, RDS, their respective parents,
subsidiaries, affiliated and related companies, directors, officers,
employees, and agents arising from or in connection with Xxxxx Xxxxx
and his services to the extent such services are provided at the
request of LabCorp.
Except as modified herein, the remaining terms and provisions of the
Support Agreement are hereby ratified, confirmed and remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as of
the date first written above.
XXXXXXXX - XX XXXXX INC. LABORATORY CORPORATION
OF AMERICA HOLDINGS
By: _________________________ By:________________________
ROCHE DIAGNOSTIC SYSTEMS,
INC.
BY: _________________________
ROCHE MOLECULAR SYSTEMS.
INC.
BY: _________________________
