SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Amendment No. 17

to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

VENTANA MEDICAL SYSTEMS, INC.

(Name of Subject Company)

ROCKET ACQUISITION CORPORATION

ROCHE HOLDING LTD

(Names of Filing Persons — Offeror)

Common Stock, Par Value $0.001 Per Share

(including the associated preferred stock purchase rights)

(Title of Class of Securities)

________________

92276H106

(Cusip Number of Class of Securities)

Beat Kraehenmann

Roche Holding Ltd

Grenzacherstrasse 124

CH-4070 Basel

Switzerland

Telephone: +41-61-688-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Christopher Mayer

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Telephone: (212) 450-4000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,444,141,596	$135,354.76

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of all 34,844,346 shares of common stock of Ventana Medical Systems, Inc. outstanding as of January 20, 2008, all options outstanding as of January 20, 2008 with respect to 4,895,184 shares of common stock of Ventana, and all performance units outstanding as of January 20, 2008 with respect to 43,104 shares of common stock of Ventana.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00003930.

R Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$91,452.31	Filing Party:	Roche Holding Ltd
Form or Registration No.:	SC TO-T	Date Filed:	June 27, 2007

£ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

R third-party tender offer subject to Rule 14d-1.

£ issuer tender offer subject to Rule 13e-4.

£ going-private transaction subject to Rule 13e-3.

£ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  £
 

Items 1 through 3 and Items 7 through 9

This Amendment No. 17 to Tender Offer Statement on Schedule TO (the “Schedule TO”) amends and supplements the statement originally filed on June 27, 2007 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), and Rocket Acquisition Corporation (the “Purchaser”), a Delaware corporation and an indirect wholly owned subsidiary of Parent. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (together with the associated preferred stock purchase rights, the “Shares”), of Ventana Medical Systems, Inc., a Delaware corporation (the “Company”), at $75.00 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 27, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal is expressly incorporated herein by reference with respect to all of the items of this Schedule TO, except as otherwise set forth below.

All capitalized terms used in this Amendment No. 17 without definition have the meanings ascribed to them in the Schedule TO.

Item 4.  Terms of the Transaction.

Pursuant to the Agreement and Plan of Merger dated as of January 21, 2008 among the Company, Roche Holdings, Inc. (“Holdings”) and the Purchaser (the “Merger Agreement”), the price per Share to be paid pursuant to the Offer has been increased to $89.50 per Share, net to the seller in cash, without interest.  All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients for use by Brokers, Commercial Banks, Trust Companies and Other Nominees, to the offer price of $75.00 per Share are hereby amended and restated to refer to $89.50 per Share. In connection with the increase in the offer price, the Expiration Date of the Offer, as defined in the Offer to Purchase, is hereby amended to 7:00 p.m., New York City time, on February 7, 2008.

The Offer to Purchase is further amended as follows:

The question “Have you held discussions with Ventana Medical Systems, Inc.?” and response thereto in the Summary Term Sheet is hereby deleted in its entirety and replaced with the following:

“What does the Board of Directors of Ventana Medical Systems, Inc. think of the Offer?

The Board of Directors of Ventana Medical Systems, Inc. has determined that each of the Offer, the proposed merger of Rocket Acquisition Corporation into Ventana Medical Systems, Inc. (the “Merger”) and the Merger Agreement is fair to and in the best interest of Ventana Medical Systems, Inc. and its stockholders and has approved the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger). We expect that Ventana Medical Systems, Inc. will promptly file an amendment to its Schedule 14D-9 with the Securities and Exchange Commission indicating the approval of the transaction by its Board of Directors and recommending that Ventana Medical Systems, Inc.’s stockholders tender their Shares in the Offer. See “The Offer — Section 11 — Background of the Offer”.”

The response to the question “What are the most significant conditions to the Offer” in the summary Term Sheet is hereby deleted in its entirety and replaced with the following:

“The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn on or prior to the expiration of the Offer a number of Shares (together with the associated preferred stock purchase rights) which, together with the Shares then owned by Roche Holdings, Inc. and its affiliates (including us), represents at least a majority of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”).  The Offer is not conditioned upon any financing arrangements or subject to a financing condition. Other conditions to the Offer are described in “The Offer — Section 14 — Conditions of the Offer”.”

Section 14 (“Conditions to the Offer”) is hereby amended by replacing the existing text in its entirety with the following:

“Pursuant to the Merger Agreement, Purchaser is not required to accept for payment, or pay for, any Shares tendered pursuant to the Offer and may, subject to the terms of the Merger Agreement, terminate the Offer if:

(a) prior to the expiration of the Offer, (i) the Minimum Condition has not been satisfied or (ii) there are any restrictions or prohibitions under any applicable Antitrust Law (as defined in the Merger Agreement) (including suspensory filing requirements, waiting periods and required actions, consents or clearances by any governmental authority) that would make illegal the consummation of the Offer or the Merger; or

(b) at any time on or after the date of the Merger Agreement and prior to the expiration of the Offer, any of the following conditions exists:

(i) there is a law or judgment, injunction, order or decree of any governmental authority with competent jurisdiction restraining, prohibiting or otherwise making illegal the consummation of the Offer or the Merger;

(ii) (A) the representations and warranties of the Company contained in the second sentence of Section 4.05 of the Merger Agreement shall not be true and correct in all material respects at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all material respects only as of such time) or (B) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall not be true and correct at and as of immediately prior to the expiration of the Offer as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), except, in the case of clause (B) only, for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(iii) the Company shall have failed to perform in all material respects all of its obligations under the Merger Agreement;

(iv) the Company shall have failed to deliver to Holdings a certificate signed by an executive officer of the Company certifying that the conditions specified in clauses (ii) and (iii) of this paragraph (b) do not exist; or

(v) the Merger Agreement shall have been terminated in accordance with its terms.

As used in the Merger Agreement, “Company Material Adverse Effect” means a material adverse effect on (i) the business, operations, results of operations, assets, liabilities or financial condition of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from (A) changes in the financial or securities markets or general economic or political conditions in the United States, (B) changes (including changes of law or regulation) or conditions generally affecting the industry in which the Company and its subsidiaries operate and not specifically relating to or having a materially disproportionate effect on the Company and its subsidiaries, (C) acts of war, sabotage or terrorism or natural disasters involving the United States not having a materially disproportionate effect on the Company and its subsidiaries, (D) the announcement or consummation of the Offer or the transactions contemplated by the Merger Agreement, or (E) any failure by the Company to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that this clause (E) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have contributed to such failure independently constitutes or contributes to a Company Material Adverse Effect); or (ii) the Company’s ability to consummate the transactions contemplated by the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, the foregoing conditions are for the sole benefit of Holdings, the Purchaser and their affiliates.  Subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive any of the conditions to the Offer and to make any other changes in the terms of or conditions to the Offer; provided that without the prior consent of the Company (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the conditions to the Offer set forth in this Section 14 or amends any other term of the Offer in any manner adverse to the stockholders of the Company and (C) the expiration date shall not be extended except as otherwise provided in the Merger Agreement. Notwithstanding the foregoing, (x) Purchaser will extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions of the Offer have not been satisfied or waived, from time to time until such conditions are satisfied or waived and (y) Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or the Nasdaq Global Select Market applicable to the Offer; provided that in no event will Purchaser be required to extend the Offer beyond the End Date (as defined in the Merger Agreement)

unless Holdings or Purchaser is not then permitted to terminate the Merger Agreement pursuant to Section 10.01(b)(i) of the Merger Agreement, in which case Purchaser will be required to extend the offer beyond the End Date.”

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

Item 6.  Purpose of the Transaction and Plans or Proposals.

On January 21, 2008, Holdings, Purchaser and the Company entered into the Merger Agreement pursuant to which Purchaser will offer to purchase all of the outstanding shares of common stock of the Company at a price of $89.50 per share net to the seller in cash, without interest. Under the terms of the Merger Agreement, Holdings and Purchaser are amending the terms of the Offer to reflect the terms of the Merger Agreement, including by increasing the offer price per Share to $89.50, modifying certain conditions to the Offer and amending the Expiration Date of the Offer, as defined in the Offer to Purchase, to 7:00 p.m., New York City time, on February 7, 2008. The Merger Agreement provides that if the Offer is consummated and certain other conditions are satisfied, Purchaser will be merged into the Company, with the Company surviving as a wholly owned subsidiary of Holdings. The full text of the Merger Agreement is filed as Exhibit (d)(1) hereto and is incorporated herein by reference.

On January 22, 2008 Parent and the Company issued a joint press release announcing the Merger Agreement, the full text of which is filed as Exhibit (a)(5)(xvii) hereto and is incorporated herein by reference.

Item 10.  Financial Statements.

Not applicable.

Item 11. Additional Information.

On January 21, 2008, Parent and the Company entered into a guarantee pursuant to which Parent has guaranteed the performance and discharge of Holdings’ payment and performance obligations under the Merger Agreement.

On January 21, 2008, Thomas D. Brown, Rodney F. Dammeyer, Edward M. Giles, Christopher M. Gleeson, Thomas M. Grogan, M.D., Hany Massarany, Lawrence L. Mehren, Mark C. Miller, Mark D. Tucker and James R. Weersingentered into a tender and support agreement with Holdings pursuant to which, among other things, those stockholders have agreed to tender their Shares in the Offer.

Item 12.  Exhibits.

Item 12 is hereby amended and supplemented with the following information:

Exhibit (a)(5)(xvii) Press Release issued by Roche Holding Ltd and Ventana Medical Systems, Inc., dated January 22, 2008.

Exhibit (a)(5)(xviii) Summary Advertisement dated January 22, 2008.

Exhibit (d)(1) Agreement and Plan of Merger dated as of January 21, 2008 among Ventana Medical Systems, Inc., Roche Holdings, Inc. and Rocket Acquisition Corporation.

Exhibit (d)(2) Guarantee dated as of January 21, 2008 between Roche Holding Ltd and Ventana Medical Systems, Inc.

Exhibit (d)(3) Stockholder Tender and Support Agreement dated as of January 21, 2008 among Thomas D. Brown, Rodney F. Dammeyer, Edward M. Giles, Christopher M. Gleeson, Thomas M. Grogan, M.D., Hany Massarany, Lawrence L. Mehren, Mark C. Miller, Mark D. Tucker, James R. Weersing and Roche Holdings, Inc.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: January 22, 2008

ROCKET ACQUISITION CORPORATION
By:	/s/ Beat Kraehenmann
	Name: Beat Kraehenmann
	Title:   Secretary
ROCHE HOLDING LTD
By:	/s/ Bruno Maier
	Name: Bruno Maier
	Title:   Authorized Signatory
By:	/s/ Beat Kraehenmann
	Name: Beat Kraehenmann
	Title:   Authorized Signatory

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)	Offer to Purchase dated June 27, 2007*
(a)(1)(ii)	Letter of Transmittal*
(a)(1)(iii)	Notice of Guaranteed Delivery*
(a)(1)(iv)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(v)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
(a)(1)(vii)	Summary Advertisement dated June 27, 2007*
(a)(5)(i)	Press Release issued by Roche Holding Ltd, dated June 25, 2007*
(a)(5)(ii)	Complaint filed in the Court of Chancery of the State of Delaware in and for New Castle County on June 29, 2007*
(a)(5)(iii)	Complaint filed in the United States District Court for the District of Arizona on June 29, 2007*
(a)(5)(iv)	Press Release issued by Roche Holding Ltd, dated July 11, 2007*
(a)(5)(v)	Excerpt from an Investor Presentation by Roche Holding Ltd, dated July 19, 2007*
(a)(5)(vi)	Transcript of an Investor Presentation by Roche Holding Ltd, dated July 19, 2007*
(a)(5)(vii)	Press Release issued by Roche Holding Ltd, dated July 25, 2007*
(a)(5)(viii)	Press Release issued by Roche Holding Ltd, dated July 26, 2007*
(a)(5)(ix)	Press Release issued by Roche Holding Ltd, dated August 21, 2007*
(a)(5)(x)	Press Release issued by Roche Holding Ltd, dated August 22, 2007*
(a)(5)(xi)	Press Release issued by Roche Holding Ltd, dated September 19, 2007*
(a)(5)(xii)	Press Release issued by Roche Holding Ltd, dated October 29, 2007*
(a)(5)(xiii)	First Amended Complaint filed in the Court of Chancery of the State of Delaware in and for New Castle County on October 26, 2007*
(a)(5)(xiv)	Press Release issued by Roche Holding Ltd, dated November 13, 2007*
(a)(5)(xv)	Press Release issued by Roche Holding Ltd, dated December 5, 2007*
(a)(5)(xvi)	Press Release issued by Roche Holding Ltd, dated January 16, 2008*
(a)(5)(xvii)	Press Release issued by Roche Holding Ltd and Ventana Medical Systems, Inc., dated January 22, 2008
(a)(5)(xviii)	Summary Advertisement dated January 22, 2008
(b)	Not applicable
(c)	Not applicable
(d)(1)	Agreement and Plan of Merger dated as of January 21, 2008 among Ventana Medical Systems, Inc., Roche Holdings, Inc. and Rocket Acquisition Corporation
(d)(2)	Guarantee dated as of January 21, 2008 between Roche Holding Ltd and Ventana Medical Systems, Inc.
(d)(3)	Stockholder Tender and Support Agreement dated as of January 21, 2008 among Thomas D. Brown, Rodney F. Dammeyer, Edward M. Giles, Christopher M. Gleeson, Thomas M. Grogan, M.D., Hany Massarany, Lawrence L. Mehren, Mark C. Miller, Mark D. Tucker, James R. Weersing and Roche Holdings, Inc.
(f)	Not applicable
(g)	Not applicable
(h)	Not applicable

________________

* Previously filed 

EX-99.A5(XVII)

Exhibit (a)(5)(xvii) 

Media Release

For Immediate Release

Basel, Switzerland and Tucson, AZ, January 22, 2008

Roche to Acquire Ventana for $89.50 per share

Roche and Ventana Reach Definitive Merger Agreement

Roche (SWX: ROG.VX; RO.S; OTCQX: RHHBY), a world-leading healthcare provider of pharmaceuticals and diagnostics, and Ventana Medical Systems (“Ventana”) (NASDAQ: VMSI) today announced that they have signed a definitive merger agreement.  Under the terms of the agreement, Roche will increase the purchase price in the tender offer for Ventana common shares to $89.50 per share in cash (or an aggregate of approximately $3.4 billion on a fully diluted basis), and Ventana’s Board of Directors will recommend that Ventana’s shareholders tender their shares to Roche.  The merger agreement has been approved by the boards of Ventana and Roche.  This offer represents a premium of 4.9% to Ventana’s closing price on January 18, 2008, a 19.3% premium to Roche’s initial offer on June 27, 2007, and a 72.3% premium to Ventana’s closing price on June 22, 2007 (the last trading day prior to the announcement of Roche’s initial offer).  The acquisition of Ventana, a leader in the fast-growing histopathology (tissue-based diagnostics) segment, will allow Roche to broaden its diagnostic offerings and complement its world leadership in both in-vitro diagnostic systems and oncology therapies.

Under the terms of the merger agreement, Roche will amend its existing tender offer to acquire all of the outstanding common shares of Ventana to reflect the terms of the merger agreement.  The amended offer will increase the offer price to $89.50 per share in cash, expire at 7:00 p.m., New York City time on Thursday, February 7, 2008 and be subject to, among other things, the conditions that there are validly tendered and not withdrawn, a number of common shares that, together with the shares owned by Roche and its subsidiaries, represents a majority of the total number of common shares outstanding on a fully-diluted basis.

“We are very pleased that we were able to reach an agreement with Ventana.  We believe that our

offer provides significant value to Ventana’s shareholders and that this acquisition ideally complements Roche’s strengths.  Our combined company will be uniquely positioned to further expand Ventana’s business globally and together develop more cost-efficient, differentiated and targeted medicines.  We are delighted to welcome the employees and management team of Ventana and look forward to jointly developing novel solutions for our customers,” commented Franz B. Humer, Chairman and CEO of Roche.

Christopher Gleeson, Ventana’s President and Chief Executive Officer, will continue as CEO of Ventana’s business following completion of the transaction and become a member of the Roche Diagnostics Executive Committee.  Ventana will remain based in Tucson, Arizona and its employees will become part of the combined company.

Commenting on the transaction, Ventana’s President and CEO, Christopher Gleeson, said, “Ventana’s Board of Directors has been dedicated to ensuring that any strategic value creation opportunities with Roche or other third parties would adequately reflect the inherent value of the company, its steady growth momentum, and the magnitude of potential synergies in a combination.  After a full evaluation of its strategic alternatives and thoughtful consideration, as well as consultation with our outside financial and legal advisors, our Board believes that the transaction with Roche at $89.50 per share is in the best interests of our shareholders, and we recommend that our shareholders tender into this revised offer.  We are very excited to join Roche in a transaction which delivers significant value to our shareholders, creates tremendous opportunities for our employees and allows us to further advance the important work that we do at Ventana.

“I am confident that Ventana’s unique position at the forefront of the emerging field of companion diagnostics and its robust growth in both advanced staining and primary staining ideally complements the strong position of Roche in the field of diagnostics and oncology over the long term.”

Greenhill & Co. and Citi acted as financial advisors to Roche and Davis Polk & Wardwell acted as legal counsel.  Merrill Lynch & Co. and Goldman Sachs acted as financial advisors and Sidley Austin LLP acted as a legal advisor to Ventana.

About Roche

Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world’s biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people’s health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune diseases, inflammation, metabolism and central nervous system. In 2006 sales by the Pharmaceuticals Division totaled CHF 33.3 billion, and the Diagnostics Division posted sales of CHF 8.7 billion. Roche employs roughly 75,000 people worldwide and has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai.

Roche’s Diagnostics Division offers a uniquely broad product portfolio and supplies a wide array of innovative testing products and services to researchers, physicians, patients, hospitals and laboratories world-wide.

Roche commenced operations in the U.S. over 100 years ago and these operations include research and development centers that conduct leading-edge work in advancing disease detection and treatment. Our diagnostics and pharmaceuticals businesses in the U.S. employ more than 20,000 people and generate approximately $10 billion in sales (including Genentech), accounting for about 40% of the Roche Group's global annual revenues.

For further information, please visit www.roche.com.

All trademarks used or mentioned in this release are protected by law.

About Ventana Medical Systems

Ventana develops, manufactures, and markets instrument/reagent systems that automate tissue preparation and slide staining in clinical histology and drug discovery laboratories worldwide.  The company's clinical systems are important tools used in the diagnosis and treatment of cancer and infectious diseases.  Ventana's drug discovery systems are used to accelerate the discovery of new drug targets and evaluate the safety of new drug compounds. Visit the Ventana Medical Systems, Inc. website at www.ventanamed.com.

Further information

- All documents on the offer to Ventana’s shareholders: www.roche.com/info070625

Contacts for Roche:

Roche Group Media Office

Phone: +41 61 688 8888 / e-mail: basel.mediaoffice@roche.com

- Daniel Piller (Head of Roche Group Media Office)

- Alexander Klauser

Brunswick Group (for U.S. media)

Phone: +1 212 333 3810

- Steve Lipin

- Nina Devlin

MacKenzie Partners (for U.S. investors)

Phone: +1 212 929 5500

-Larry Dennedy

-Bob Marese

Contacts for Ventana:

Sard Verbinnen & Co (for media)

Phone: +1 212 687 8080

- Anna Cordasco

- Brooke Morganstein 

Innisfree M&A Incorporated (for investors)

Phone: +1 212 750 5833

- Alan Miller

- Jennifer Shotwell

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS DOCUMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS SUCH AS ‘BELIEVES’, ‘EXPECTS’, ‘ANTICIPATES’, ‘PROJECTS’, ‘INTENDS’, ‘SHOULD’, ‘SEEKS’, ‘ESTIMATES’, ‘FUTURE’ OR SIMILAR EXPRESSIONS OR BY DISCUSSION OF, AMONG OTHER THINGS, STRATEGY, GOALS, PLANS OR INTENTIONS. VARIOUS FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY IN THE FUTURE FROM THOSE REFLECTED IN FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DOCUMENT, AMONG OTHERS: (1) PRICING AND PRODUCT INITIATIVES OF COMPETITORS; (2) LEGISLATIVE AND REGULATORY DEVELOPMENTS AND ECONOMIC CONDITIONS; (3) DELAY OR INABILITY IN OBTAINING REGULATORY APPROVALS OR BRINGING PRODUCTS TO MARKET; (4) FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND GENERAL FINANCIAL MARKET CONDITIONS; (5) UNCERTAINTIES IN THE DISCOVERY, DEVELOPMENT OR MARKETING OF NEW PRODUCTS OR NEW USES OF EXISTING PRODUCTS, INCLUDING WITHOUT LIMITATION NEGATIVE RESULTS OF CLINICAL TRIALS OR RESEARCH PROJECTS, UNEXPECTED SIDE-EFFECTS OF PIPELINE OR MARKETED PRODUCTS; (6) INCREASED GOVERNMENT PRICING PRESSURES; (7) INTERRUPTIONS IN PRODUCTION; (8) LOSS OF OR INABILITY TO OBTAIN ADEQUATE PROTECTION FOR INTELLECTUAL PROPERTY RIGHTS; (9) LITIGATION; (10) LOSS OF KEY EXECUTIVES OR OTHER EMPLOYEES; AND (11) ADVERSE PUBLICITY AND NEWS COVERAGE. THE STATEMENT REGARDING EARNINGS PER SHARE GROWTH IS NOT A PROFIT FORECAST AND SHOULD NOT BE INTERPRETED TO MEAN THAT ROCHE’S EARNINGS OR EARNINGS PER SHARE FOR ANY CURRENT OR FUTURE PERIOD WILL NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS OR EARNINGS PER SHARE OF ROCHE.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL VENTANA’S COMMON STOCK. THE TENDER OFFER IS

BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY ROCHE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON JUNE 27, 2007. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND SHAREHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ROCHE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS AT (212) 929-5500 OR (800) 322-2885 (TOLL-FREE).

VENTANA’S STOCKHOLDERS SHOULD READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON JULY 11, 2007, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT SETS FORTH THE REASONS FOR THE RECOMMENDATION OF THE VENTANA BOARD AND RELATED INFORMATION. THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER PUBLIC FILINGS MADE FROM TIME TO TIME BY THE COMPANY WITH THE SEC ARE AVAILABLE WITHOUT CHARGE FROM THE SEC’S WEBSITE AT WWW.SEC.GOV, AT VENTANA’S WEBSITE AT WWW.VENTANAMED.COM OR FROM VENTANA’S INFORMATION AGENT, INNISFREE M&A INCORPORATED AT (888) 750-5834.

5

EX-99.A5(XVIII)

Exhibit (a)(5)(xviii)

This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated June 27, 2007 and the related Letter of Transmittal, each as amended through January 22, 2008,  and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Purchaser (as defined below) by Greenhill & Co., LLC and Citigroup Global Markets Inc., the Dealer Managers for the Offer, or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Rocket Acquisition Corporation

an indirect wholly owned subsidiary of

Roche Holding Ltd

has increased the price of

its offer to purchase for cash all outstanding shares of common stock

(including the associated preferred stock purchase rights)

of

Ventana Medical Systems, Inc.

to

$89.50 Net per Share

Rocket Acquisition Corporation (the “Purchaser”), a Delaware corporation and an indirect wholly owned subsidiary of Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Parent”), has increased the price of its offer to purchase all outstanding shares of common stock, par value $0.001 per share (together with the associated preferred stock purchase rights, the “Shares”), of Ventana Medical Systems, Inc., a Delaware corporation (the “Company”), to $89.50 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 27, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (each as amended through January 22, 2008, which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 7:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 7, 2008, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 21, 2008, among the Company, Roche Holdings, Inc. (“Holdings”) and the Purchaser (the “Merger Agreement”), pursuant to which Purchaser will be merged into the Company (the “Merger”).  The board of directors of the Company has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of the Company’s stockholders, (ii) approved the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend acceptance of the Offer by the stockholders of the Company.

Stockholders who have Shares registered in their own names and tender directly to Citibank, N.A., the depositary for the Offer (the “Depositary”), will not have to pay brokerage fees or commissions. Stockholders with Shares held in street name by a broker, dealer, commercial bank, trust company or other nominee should consult with their nominee to determine if they charge any transaction fees. Except as set forth in Instruction 6 of the Letter of Transmittal, stockholders will not have to pay transfer taxes on the sale of Shares pursuant to the Offer.

Stockholders who have already tendered Shares pursuant to the Offer using the previously distributed Letter of Transmittal or Notice of Guaranteed Delivery and who have not withdrawn such Shares need not take any further action in order to receive the increased offer price of $89.50 per Share, if Shares are accepted and paid for by the Purchaser pursuant to the Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned by Holdings and its affiliates (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”). The Offer is not conditioned upon any financing arrangements or subject to a financing condition. Other conditions to the Offer are described in the Offer to Purchase.

Purchaser expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that, without the consent of the Company, Purchaser will not (i) waive the Minimum Condition, (ii) make any change that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the conditions to the Offer set forth in Annex I to the Merger Agreement or amends any other term of the Offer in any manner adverse to the stockholders of the Company or (iii) change the expiration date other than as provided in the Merger Agreement. Notwithstanding the foregoing, Purchaser must extend the Offer from time to time in certain circumstances, including if at the scheduled or extended expiration date of the Offer the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived or the Merger Agreement is terminated.

After the expiration of the Offer, if all of the conditions to the Offer have been satisfied or waived but not all of the Shares have been tendered, the Purchaser shall, if requested by the Company or may, in its sole discretion, give stockholders a further opportunity to tender at the same price in one or more subsequent offering periods. Stockholders tendering Shares during any subsequent offering period will not have the right to withdraw their Shares. The Purchaser does not currently intend to include a subsequent offering period, although it reserves the right to do so.

For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice of its acceptance to the Depositary. Payment for Shares accepted for payment will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other required documents.

You can withdraw some or all of the Shares that you previously tendered in the Offer at any time prior to the expiration of the Offer. Once we accept your tendered Shares for payment upon expiration of the Offer, however, you will no longer be able to withdraw them. For your withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the serial numbers shown on the specific certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.

In general, the sale of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. All stockholders should consult their own tax advisor about the tax consequences to them of participating in the Offer in light of their particular circumstances.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal contain important information.  Stockholders should carefully read both in their entirety before any decision is made with respect to the Offer.

Any questions or requests for assistance may be directed to the Information Agent or Dealer Managers at their respective addresses and telephone numbers set forth below. Copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be requested from the Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. We will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or any other person (other than the Dealer Managers, the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer.

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The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: Ventana@mackenziepartners.com

The Dealer Managers for the Offer are:

300 Park Avenue	388 Greenwich Street
New York, New York 10022	New York, New York 10013
Call Toll Free: (888) 504-7336	Call Toll Free: (866) 362-5840

January 22, 2008

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EX-99.D2

Exhibit (d)(2)

GUARANTEE

GUARANTEE dated as of January 21, 2008 by Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (the “Guarantor”), for the benefit of Ventana Medical Systems, Inc. (the “Beneficiary”).

W I T N E S S E T H :

WHEREAS, Roche Holdings, Inc., a Delaware corporation (the “Obligor”) is an indirect wholly-owned subsidiary of Guarantor; and

WHEREAS, the Obligor has entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 21, 2008 among Beneficiary, Obligor and Rocket Acquisition Corporation (the “Merger Subsidiary”);

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows:

1.The Guarantee, etc.  The Guarantor hereby unconditionally and irrevocably guarantees the full and punctual performance and discharge of Obligor’s payment and performance obligations, including the obligation to cause the Merger Subsidiary to perform its obligations, under the Merger Agreement (each a “Guaranteed Obligation”).  The Guaranteed Obligations include, without limitation, an unconditional guarantee of payment and not of collectability.

2.Guarantee Unconditional.  The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Obligor under the Merger Agreement, by operation of law or otherwise;

(b)any modification or amendment of or supplement to the Merger Agreement;

(c)the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Obligor;

(d)any change in the corporate existence, structure or ownership of the Obligor, or any insolvency, bankruptcy, reorganization

or other similar proceeding affecting the Obligor or its assets or any resulting release or discharge of any obligation of the Obligor contained in the Merger Agreement; or

(e)any other act or omission to act or delay of any kind by the Obligor, the Beneficiary or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

3.Discharge Only Upon Satisfaction in Full.  The Guarantor’s obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been performed in full.  In the event that any payment to the Beneficiary in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Guaranteed Obligation as if such payment had not been made.  The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Obligor or any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations hereunder including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations, whether such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Obligor or any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, in each case unless and until all of the Guaranteed Obligations and all other amounts payable under this Guarantee shall have been paid in full in cash.  If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence, such amount shall be received and held in trust for the benefit of the Beneficiary, and shall forthwith be paid or delivered to the Beneficiary in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the amounts payable under this Guarantee.

4.Waivers by the Guarantor.  The Guarantor irrevocably waives all defenses, including, without limitation, suretyship defenses, and any requirement that at any time any action be taken by any person or entity against the Obligor, the Guarantor or any other person or entity.

5.Representations and Warranties.  The Guarantor represents and warrants to the Beneficiary that:

(a)the Guarantor is duly organized and validly existing under the laws of the jurisdiction of its organization;

(b)the execution, delivery and performance by the Guarantor of this Guarantee are within the Guarantor’s corporate powers and have been duly authorized by all necessary corporate action;

(c)this Guarantee has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(d)the execution, delivery and performance of this Guarantee (i) do not require any consent or approval of, registration or filing with, or other action by, any governmental authority, except such as have been obtained and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Guarantor or any order of any court or governmental authority, and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Guarantor or any of its properties or give rise to a right thereunder to require the Guarantor to make any payment;

(e)there are no actions, suits or proceedings by or before any arbitrator or court or other governmental authority pending against or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor as to which there is a reasonable possibility of adverse determinations that, in the aggregate, could reasonably be expected to result in a material adverse effect on the assets, operations or condition, financial or otherwise, of the Guarantor or the ability of the Guarantor to perform its obligations under this Guarantee; and

(f)the audited consolidated balance sheet of the Obligor as of December 31, 2006 and the related statements of income, cash flows, recognized income and expense and changes in equity for the fiscal year then ended, together with the notes thereto, fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Obligor as of December 31, 2006 and for the year then ended.

6.Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including, without limitation, facsimile transmission) and shall be given, as follows:

(i) if to the Guarantor, to it at:

Roche Holding Ltd

Grenzacherstrasse 124

CH-4070 Basel

Switzerland

Attention: General Counsel

Facsimile No.: +41 61 688 3196

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attention:  Christopher Mayer

Marc O. Williams

Facsimile No.:  (212) 450-3800

(ii)  if to the Obligor, to it at:

Roche Holdings, Inc.

1220 N. Market St., Suite #334

Wilmington, DE 19801-2535

Attention:  Carol Fiederlein, Secretary

Facsimile No.: (302) 425 4713

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attention:  Christopher Mayer

      Marc O. Williams

Facsimile No.:  (212) 450-3800

(iii)  if to the Beneficiary, to it at:

Ventana Medical Systems, Inc.

1910 E. Innovation Park Drive

Tucson, Arizona 85755

Attention: Chief Executive Officer

 General Counsel

Facsimile No.:  (520) 229-4204

with a copy to:

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention:  Thomas A. Cole

Frederick C. Lowinger

Michael A. Gordon

    Robert L. Verigan

Facsimile No.:   (312) 853-7036

and with a copy to:

Snell & Wilmer LLP

One Arizona Center

400 East Van Buren

Phoenix, Arizona 85004

Attention:  Daniel M. Mahoney

Facsimile No.:  (602) 382-6070

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

7.Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

8.No Waiver.  No failure or delay by the Beneficiary in exercising any right, power or privilege under this Guarantee or the Merger Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9.Amendments and Waivers.  Any provision of this Guarantee may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Beneficiary and the Guarantor.

10.Successors and Assigns.  This Guarantee shall be binding upon the Guarantor and its successors and permitted assigns, for the benefit of the Beneficiary and its successors and assigns.  The Guarantor may not assign its rights, duties or obligations hereunder to any other Person (except by operation of law) without the prior written consent of the Beneficiary.

11.Governing Law.  This Guarantee shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.

12.Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Guarantee or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or, if such court shall not have jurisdiction, in any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding against any party other than a party having its registered office in Switzerland may be served anywhere in the world, whether within or without the jurisdiction of any such court.  Process in any such suit, action or proceeding against any party having its registered office in Switzerland shall be made in accordance with the provisions of the Hague Convention of 15 November 1965 on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. Without limiting the foregoing, each party agrees that service of process as provided in Section 6 on a party not having its registered office in Switzerland shall be deemed effective service of process on such party.

13.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.Expenses.  The Guarantor agrees to pay all reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Beneficiary’s counsel) incurred by the Beneficiary in connection with the successful enforcement of the rights of the Beneficiary hereunder.

* * * * *

ROCHE HOLDING LTD
By:	/s/ Steve Krognes
	Name:	Steve Krognes
	Title:	Authorized Signatory

By:	/s/ Beat Kraehenmann
	Name:	Beat Kraehenmann
	Title:	Authorized Signatory

Agreed to and accepted by:
VENTANA MEDICAL SYSTEMS, INC.
By:	/s/ Christopher M. Gleeson
	Name:	Christopher M. Gleeson
	Title:	President and Chief Executive Officer

EX-99.D3

Exhibit (d)(3)

STOCKHOLDER TENDER AND SUPPORT AGREEMENT

This Stockholder Tender and Support Agreement dated as of January 21, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and Roche Holdings, Inc., a Delaware corporation (“Parent”).  Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Rocket Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Subsidiary”), and Ventana Medical Systems, Inc., a Delaware corporation (the “Company”).

WHEREAS, each Stockholder beneficially owns (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Merger Subsidiary and the Company are entering into the Merger Agreement, which provides for, among other things, the making of a tender offer by Merger Subsidiary for all of the outstanding shares of the Company Common Stock and the merger of Merger Subsidiary with and into the Company, upon the terms and subject to the conditions set forth therein; and

WHEREAS, as a condition to Parent’s willingness to enter into the Merger Agreement, Parent has required that each Stockholder enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties and agreements set forth herein, and intending to be legally bound, the parties hereby agree as follows:

SECTION 1.  Agreement to Tender.  Each Stockholder hereby agrees to validly tender or cause to be tendered in the Offer any and all shares of Company Common Stock currently beneficially owned by such Stockholder (excluding for purposes of this Section 1 any shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company Restricted Shares and Company Performance Units) and any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of Company Stock Options or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 6(b), the “Subject Shares”) pursuant to and in accordance with the terms of the Offer no later than two Business Days after the receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal in the case of certificated Subject Shares.  In furtherance of the foregoing, at the time of such

tender, each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer.  Each Stockholder agrees that once its Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 11(d).

SECTION 2.  Documentation and Information.  Each Stockholder (i) consents to and authorizes the publication and disclosure by Parent of such Stockholder’s identity and holding of Subject Shares, the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by applicable Law in any press release, the Offer Documents, the Company Proxy Statement (including all schedules and documents filed with the SEC), or any other disclosure document in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement and (ii) agrees promptly to give to Parent any information it may reasonably require for the preparation of any such disclosure documents.  Each Stockholder agrees to promptly notify Parent of any required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

SECTION 3.  Voting Agreement.  Each Stockholder agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder hereby agrees that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”), or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) with respect to all such Stockholder’s Subject Shares, in each case, to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote or action by written consent:

(a)      in favor of Section 1 the adoption of the Merger Agreement and Section 2 without limitation of the preceding clause (i), the approval of any proposal to adjourn or

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postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and

(b)      against any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, prevent, delay or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including, but not limited to, any agreement or arrangement related to an Acquisition Proposal.

SECTION 4.  Irrevocable Proxy.  Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to:

(a)      attend any and all Company Stockholder Meetings;

(b)      vote, express consent or dissent or issue instructions to the record holder to vote such Stockholder’s Subject Shares in accordance with the provisions of Section 3 at any such meeting; and

(c)      grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 3, all written consents with respect to the Subject Shares.  The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) until the end of the Agreement Period (as defined below) and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 11(d).  Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company.  Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with and granted in consideration of and as an inducement to Parent entering into the Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder under Section 3 hereof.  Parent covenants and agrees with each Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 hereof.

SECTION 5.  Representations and Warranties of Each Stockholder.  Each Stockholder, severally but not jointly as to any other Stockholder, represents and warrants to Parent as follows (it being understood that, except where expressly stated to be given or made as of the date hereof only, the representations and warranties contained in this Agreement shall be made as of the date hereof, as of the Acceptance Date and, if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, as of the date of each Company Stockholders Meeting:

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(a)      Organization.  If such Stockholder is not an individual, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)      Authorization.  If such Stockholder is not an individual, it has full corporate, limited liability company, partnership or trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  If such Stockholder is an individual, he has full legal capacity, right and authority to execute and deliver this Agreement and to perform his obligations hereunder.  If such Stockholder is not an individual, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder.  This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder.

(c)      No Violation.

(i)      The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of such Stockholder’s obligations hereunder will not, Section 3 if such Stockholder is not an individual, contravene, conflict with, or result in any violation or breach of any provision of its articles of incorporation, bylaws or similar organizational documents, Section 4 assuming compliance with the matters referred to in Section 5(c)(ii), contravene, conflict with, or result in a violation or breach of any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Authority with competent jurisdiction or Section 5 constitute a default, or an event that, with or without notice or lapse of time or both, could become a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the such Stockholder is entitled under any provision of any agreement or other instrument binding upon such Stockholder, except, in the case of clauses (B) and (C), for such matters as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to perform its obligations under this Agreement.

(ii)      No consent, approval, order, authorization or permit of, or registration, declaration or filing with or notification to, any Governmental Authority or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder or the performance by such Stockholder of such Stockholder’s obligations hereunder, except for the filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby

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and except for any actions or filings the absence of which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Stockholder’s ability to perform its obligations under this Agreement.

(d)      Ownership of Subject Shares.  As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 6(b) hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, the beneficial owner of such Stockholder’s Subject Shares with no restrictions on such Stockholder’s rights of disposition pertaining thereto, except for any applicable restrictions on Transfer under the 1933 Act.  Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of shares of the Company Common Stock set forth on Schedule A opposite the name of such Stockholder are the only shares of Company Common Stock beneficially owned by such Stockholder on the date of this Agreement.  Other than the Subject Shares and any shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company Restricted Shares and Company Performance Units held by such Stockholder (the number of which is set forth opposite the name of such Stockholder on Schedule A), such Stockholder does not own any shares of Company Stock or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has not interest in or voting rights with respect to any securities of the Company.

(e)      Proxy.  None of such Stockholder’s Subject Shares are subject to any voting agreement or proxy on the date of this Agreement, except pursuant to this Agreement.

(f)      Absence of Litigation.  With respect to such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of such Stockholder, threatened against or otherwise affecting, such Stockholder or any of its or his properties or assets (including such Stockholder’s Subject Shares) that could reasonably be expected to impair the ability of such Stockholder to perform his or its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(g)      Opportunity to Review; Reliance.  Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

(h)      Finders’ Fees.  No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder in his capacity as such.

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(i)      No Other Representations or Warranties.  Except for the representations and warranties expressly contained in this Section 5, such Stockholder makes no express or implied representation or warranty with respect to any Stockholder, the Subject Shares or otherwise.

SECTION 6.  No Proxies for or Encumbrances on Subject Shares.

(a)      Except pursuant to the terms of this Agreement, during the Agreement Period, no Stockholder shall (nor permit any Person under such Stockholder’s control to), without the prior written consent of Parent, directly or indirectly, Section 6 grant any proxies, powers of attorney, rights of first offer or refusal or enter into any voting trust, Section 7 sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, a “Transfer”), Section 8 otherwise permit any Liens to be created on, or Section 9 enter into any contract, agreement, option, instrument or other arrangement or understanding with respect to the direct or indirect Transfer of, any Subject Shares.  No Stockholder shall, and shall not permit any Person under such Stockholder’s control or any of its or their respective representatives to, seek or solicit any such Transfer or any such contract, agreement, option, instrument or other arrangement or understanding.

(b)      Notwithstanding the foregoing, each Stockholder shall have the right to Transfer all or any portion of its or his Subject Shares to a Permitted Transferee of such Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to Parent, Section 10 to accept such Subject Shares subject to the terms and conditions of this Agreement and Section 11 to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement.  “Permitted Transferee” means, with respect to any Stockholder, (A) any other Stockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Stockholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), (D) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A) or (B), or (E) if such Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

(c)      Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement.

SECTION 7.  Waiver of Appraisal Rights.  Each Stockholder hereby irrevocably waives any and all rights he or it may have as to appraisal, dissent or any similar or related matter with respect to any of such Stockholder’s Subject

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Shares that may arise with respect to the Merger or any of the transactions contemplated by the Merger Agreement, including, without limitation, under Section 262 of Delaware Law.

SECTION 8.  Notices of Certain Events.  Each Stockholder shall notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations and warranties of such Stockholder set forth in ‎Section 5.

SECTION 9.  Further Assurances.  Parent and each Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations, to perform their respective obligations under this Agreement.

SECTION 10.  Certain Adjustments.  In the event of a stock split, stock dividend or distribution, or any change in the Company Common Stock by reason of a stock split, reverse stock split, recapitalization, combination, reclassification, readjustment, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged.

SECTION 11.  Miscellaneous.

(a)      Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

If to Parent:

Roche Holdings, Inc.

1220 N. Market St., Suite #334

Wilmington, DE 19801-2535

Attention: Carol Fiederlein

Facsimile No.:  (302) 425-4713

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attention: Christopher Mayer Marc O. Williams

Facsimile No.:  (212) 450-3800

7

If to a Stockholder, to his, her or its address set forth on a signature page hereto, with copies to:

Sidley Austin LLP

1 South Dearborn Street

Chicago, Illinois 60603

Attention: Thomas A. Cole Frederick C. Lowinger Michael A. Gordon Robert L. Verigan

Facsimile No.:  (312) 853-7036

Snell & Wilmer LLP

One Arizona Center

400 East Van Buren

Phoenix, Arizona 85004

Attention:  Daniel M. Mahoney

Facsimile No.:  (602) 382-6070

and/or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

(b)      Amendment and Waivers.

(i)      Any provision of this Agreement may be amended or waived during the Agreement Period if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.

(ii)      No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c)      Binding Effect; Benefit; Assignment.

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(i)      The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

(ii)      Neither any Stockholder, on the one hand, nor Parent, on the other hand, may assign this Agreement or any of his or its rights, interests or obligations hereunder (whether by operation of Law or otherwise) without the prior written approval of Parent or such Stockholder, as applicable, except that Parent may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Parent of its obligations under this Agreement.

(d)      Termination.  This Agreement shall automatically terminate and become void and of no further force or effect on the earlier of (i) the Effective Time, (ii) the termination of this Agreement by written notice from Parent to the Stockholders, (iii) the occurrence of an Adverse Recommendation Change, and (iv) the termination, or modification in a manner adverse to the stockholders of the Company, of the Offer or the termination of the Merger Agreement in accordance with its terms (the period from the date hereof through such time being referred to as the “Agreement Period”); provided that (A) Sections 11(a), 11(b), 11(e), 11(h) and 11(n) shall survive such termination and (B) no such termination shall relieve or release any Stockholder or Parent from any obligations or liabilities arising out of his or its breach of this Agreement prior to its termination.

(e)      Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(i)      This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.

(ii)      The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, in any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue

9

of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11(a) shall be deemed effective service of process on such party.

(iii)      EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f)      Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(g)      Specific Performance.  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

(h)      Expenses.  All costs and expenses incurred in connection with this Agreement shall be paid by or on behalf of the party incurring such cost or expense.

(i)      Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

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(j)      Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter of hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

(k)      Headings.  The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(l)      Interpretation.  Any reference to any national, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.  When a reference is made in this Agreement to Sections or Schedules, such reference shall be to a Section of or Schedule to this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  In this Agreement, the Stockholder of any Company Common Stock held in trust shall be deemed to be the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require to be most protective of Parent, including for purposes of such trustees’ representations and warranties as to the proper organization of the trust, their power and authority as trustees and the non-contravention of the trust’s governing instruments.

(m)      No Presumption.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

(n)      Obligations.  The obligations of each Stockholder under this Agreement are several and not joint, and no Stockholder shall have any liability or obligation under this Agreement for any breach hereunder by any other Stockholder.

(o)      Stockholder Capacity.  Each Stockholder is signing and entering this Agreement solely in his capacity as the beneficial owner of Subject Shares, and nothing herein shall limit or affect in any way any actions that may be hereafter taken by him in his capacity as an employee, officer or director of the Company or any Subsidiary of the Company.

(p)      Non-Survival of Representations and Warranties.  None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.

SECTION 12.  Representations and Warranties of Parent.  Parent represents and warrants to each Stockholder, as of the date hereof and as of the date of each Company Stockholders Meeting and the Acceptance Date, that it has full power and authority to execute and deliver this Agreement and to perform its

11

obligations hereunder.  The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent.  This Agreement constitutes a valid and legally binding obligation of Parent.

[The next page is the signature page]

12

The parties hereto have executed this Tender and Support Agreement as of the date first written above.

ROCHE HOLDINGS, INC.
By:	/s/ Carol Fiederlein
	Name:	Carol Fiederlein
	Title:	Vice President and Corporate Secretary

[Stockholder Signatures Begin on the Next Page]

Thomas D. Brown

/s/ Thomas D. Brown

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Rodney F. Dammeyer

/s/ Rodney F. Dammeyer

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Edward M. Giles

/s/ Edward M. Giles

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Christopher M. Gleeson

/s/ Christopher M. Gleeson

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Thomas M. Grogan, M.D.

/s/ Thomas M. Grogan, M.D.

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Hany Massarany

/s/ Hany Massarany

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Lawrence L. Mehren

/s/ Lawrence L. Mehren

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Mark C. Miller

/s/ Mark C. Miller

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

Mark D. Tucker

/s/ Mark D. Tucker

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

James R. Weersing

/s/ James R. Weersing

Address:

Facsimile:  

[Tender and Support Agreement – Stockholder Signature Page]

SCHEDULE A

Name	Number of Shares Beneficially Owned	Number of Shares Subject to Unexercised Company Stock Options	Number of Company Restricted Shares	Number of Company Performance Units
Thomas D. Brown	0	48,114	0	0
Rodney Dammeyer	0	37,453	0	0
Edward M. Giles	231,082	115,724	0	0
Christopher M. Gleeson	75,857	590,263	0	4,354
Thomas M. Grogan, M.D.	63,771	212,097	0	0
Hany Massarany	12,632	226,164	0	15,000
Lawrence L. Mehren	0	66,666	0	0
Mark C. Miller	40,800	128,954	0	0
Mark D. Tucker	11,823	36,000	11,000	0
James R. Weersing	118,568	81,209	0	0

A-1