0000893750-06-000276 Sample Contracts

Amendment to the Exclusivity Agreement
Exclusivity Agreement • September 1st, 2006 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • Delaware

Reference is made to the letter agreement, dated August 16, 2006 (the "Original Agreement") between Becton, Dickinson and Company ("BD") and TriPath Imaging, Inc. (the "Company") and the amendment thereof dated August 24, 2006. In light of the ongoing negotiations regarding a possible business combination transaction involving BD and the Company (the "Transaction"), BD and the Company hereby agree that the Termination Date, as defined in the Original Agreement, shall be further revised and extended to 11:59 p.m. (New York City time) on September 8, 2006. The Original Agreement shall remain in full force and effect except for such revision and extension of the Termination Date.

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