AMENDMENT NO. 3 TO TESTING AND SERVICES AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3 TO TESTING AND SERVICES AGREEMENT



THIS AMENDMENT NO. 3 TO TESTING AND SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the date on which both parties have executed this Amendment (the “Amendment Effective Date”) by and between Quest Diagnostics Incorporated, a Delaware corporation (“Quest Diagnostics”) on the one hand, and Xxxxxxxxxx, Inc., a Delaware corporation and ASPiRA Labs, a Delaware corporation and wholly owned subsidiary of Xxxxxxxxxx, Inc. (collectively “Xxxxxxxxxx”) on the other hand, with respect to that certain Testing and Services Agreement dated as of March 11, 2015, and that certain Amendment No. 1 to Testing and Services Agreement dated as of April 10, 2015 and that certain Amendment No. 2 to Testing and Services Agreement dated as of March 11, 2017 (together, the “TSA”).  Capitalized terms used and not otherwise defined herein are used with the meanings attributed to them in the TSA.  All references to section numbers refer to section numbers in the TSA.



WITNESSETH:

NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties agree the TSA is hereby amended as follows:

1. Section 5.3 of the TSA is hereby deleted in its entirety and the following new Section 5.3 is substituted in its place:



5.3 This agreement shall terminate in four years from the Effective Date and shall renew for an additional one-year period thereafter by the written agreement of the Parties at least 60 days prior to such renewal date. 



2. The following new Section 8.9 is inserted into the TSA, effective as of the Amendment Date: November 1, 2017

8.9 Quest Diagnostics will assign a full-time project manager to Xxxxxxxxxx’x account to provide certain services to resolve issues arising from the performance of Services and with respect to Specimens sourced to Quest Diagnostics’ testing lab through its Patient Service Centers and its In-office Phlebotomists (IOPs).  The fee for such project manager shall be $150,000 (One hundred fifty thousand dollars) per year (the “Annual Service Fee”).  Xxxxxxxxxx shall pay to Quest the Annual Service Fee in 4 (four) equal installments on a quarterly basis throughout the Term of this Agreement at the time payments are made for blood draw fees.  Project manager will be assigned and meet with an assigned Xxxxxxxxxx point of contact to resolve any issues with respect to Services.  

Any additional work to be covered by the Annual Service Fee must be approved by in writing by both Parties.



3. Except as expressly modified by this Amendment, all terms and conditions of the TSA remain in full force and effect.





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IN WITNESS WHEREOF, the parties intending to be legally bound, have set their hands the date and year first above written.


QUEST DIAGNOSTICS INCORPORATED	VERMlLLION, INC.
By: /s/ Xxxxxxx Xxxxx	By: /s/ Xxxx Xxxxxxx
Print Name: Xxxxxxx Xxxxx	Print Name: Xxxx Xxxxxxx
Title: GM Oncology	Title: COO
Date: 1/24/18	Date: 3/1/2018

ASPIRA LABS, INC.
By: /s/ Xxxx Xxxxxxx
Print Name: Xxxx Xxxxxxx
Title: COO
Date: 3/1/2018