EXHIBIT 10.36
AMENDMENT TO SUPPORT AGREEMENT
THIS AMENDMENT TO SUPPORT AGREEMENT ("Agreement") made as of this
1st day of January, 1997 by and between Laboratory Corporation of
America Holdings, successor to Roche Biomedical Laboratories, Inc.
("LabCorp"), Xxxxxxxx-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 (the "Support Agreement"); and
WHEREAS, subject to the terms and conditions contained herein, the
parties wish to amend the Support Agreement and add RDS and RMS as
parties to 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. The parties agree that RDS and RMS are added as a parties to
the Support Agreement and that the words, "RMS and RDS' shall be
added after the word "Roche" wherever such word appears in the
paragraphs 1A., 1B., and 7 (in its entirety). Notwithstanding
anything contained in the Support Agreement to the contrary, LabCorp
agrees that Roche, RMS and RDS shall not be jointly liable in the
event of any breach or other claim, but each shall be severally
liable for solely their own respective acts or omissions, if any.
The parties further agree that the word "RBL" shall be replaced with
the word "LabCorp" throughout the Support Agreement. Any notices
sent to RDS shall be sent to Roche Diagnostic Systems, Inc. 0000 XX
Xxxxxxx 000, Xxxxxxxxxx, X.X. 00000-0000 Attn: President with a copy
to the General Counsel, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, X.X. 00000.
Any notices sent to RMS shall be sent to Roche Molecular Systems,
Inc. 0000 XX Xxxxxxx 000, Xxxxxxxxxx, X.X. 00000-0000 Attn:
President with a copy to the General Counsel, 000 Xxxxxxxxx Xxxxxx,
Xxxxxx, X.X. 00000.
2. The parties agree that the first sentence of subparagraph A of
paragraph 3 shall be deleted in its entirety and in lieu thereof the
following sentence shall be added: "The parties agree that Roche
shall provide payroll services solely for Lab Delivery Services of
New York City, Inc. on behalf of LabCorp until such time as the
parties mutually agree."
2. LabCorp agrees that Roche, RMS and RDS will be providing
certain services, including but not limited to the use of office
space, office staff, telephone, photocopying, limousine and aircraft
services, if any, for Xxxxxx X. Xxx Xxxxx, LabCorp's Chief Executive
Officer. LabCorp agrees to pay Roche, RMS and RDS for any and all
reasonable charges which Roche, RMS and RDS shall each determine for
such services, which in no event shall exceed the fair market value
of such services. Such charges shall be paid on a quarterly basis.
RMS, RDS and Roche shall submit invoices to LabCorp for such
charges.
3. The parties further agree that paragraphs 2,4,5,6 B shall be
deleted in their entirety from the Support Agreement.
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: _________________________
