0000950144-08-000312 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 22nd, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

AMENDMENT, dated as of January 21, 2008 (this “Amendment”), to that certain Rights Agreement, dated as of May 6, 1998 (the “Rights Agreement”), between Ventana Medical Systems, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (as successor to Norwest Bank Minnesota, N.A.), as rights agent (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER dated as of January 21, 2008 among VENTANA MEDICAL SYSTEMS, INC., ROCHE HOLDINGS, INC. and ROCKET ACQUISITION CORPORATION
Agreement and Plan of Merger • January 22nd, 2008 • Ventana Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 21, 2008, among VENTANA MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”), ROCHE HOLDINGS, INC., a Delaware corporation (“Parent”), and ROCKET ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”).

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