Laboratory Corporation of America® HoldingsConfidentiality Agreement • July 1st, 2009 • Laboratory Corp of America Holdings • Services-medical laboratories • California
In order to facilitate the consideration and negotiation of a possible negotiated transaction involving Laboratory Corporation of America Holdings (“LabCorp”) and Monogram Biosciences, Inc. (the “Company”), each party (each a “Recipient”) may receive access to certain non-public information regarding the other party (each a “Discloser”) and its subsidiaries. This letter agreement sets forth the Recipient’s obligations regarding the use and disclosure of such information and regarding various related matters. As used herein, each reference to “Recipient” or “Discloser” shall be deemed to apply to both parties.
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Monogram Biosciences, Inc. at $4.55 Net Per Share by Mastiff Acquisition Corp. a direct wholly-owned subsidiary of Laboratory Corporation of America Holdings THE OFFER AND WITHDRAWAL...Offer to Purchase • July 1st, 2009 • Laboratory Corp of America Holdings • Services-medical laboratories
Mastiff Acquisition Corp., a Delaware corporation (the “Purchaser”) and direct wholly-owned subsidiary of Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”), is making an offer (the “offer”) to purchase all of the outstanding shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Monogram Biosciences, Inc., a Delaware corporation (“Monogram”). The Purchaser is making the offer according to an Agreement and Plan of Merger, dated as of June 22, 2009 (the “merger agreement”), among LabCorp, the Purchaser and Monogram. Following the consummation of the offer, the Purchaser will be merged with and into Monogram (the “merger”), Monogram will survive as a wholly-owned subsidiary of LabCorp, and each Share of Common Stock not previously purchased in the offer will be converted into the right to receive the offer price in cash.
