SC 14D9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

VENTANA MEDICAL SYSTEMS, INC.

(Name of Subject Company)

VENTANA MEDICAL SYSTEMS, INC.

(Name of Person Filing Statement)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

92276H106

(CUSIP Number of Class of Securities)

Christopher M. Gleeson

President and Chief Executive Officer

VENTANA MEDICAL SYSTEMS, INC.

1910 E. Innovation Park Dr.

Tucson, AZ 85755

Telephone (520) 887-2155

Toll Free (800) 227-2155

Fax (520) 229-4207

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

Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Thomas A. Cole Fredrick C. Lowinger Michael A. Gordon Robert L. Verigan Sidley Austin LLP 1 South Dearborn Street Chicago, IL 60603 Telephone (312) 853-7000 Fax (312) 853-7036 Daniel M. Mahoney Snell & Wilmer L.L.P. One Arizona Center 400 E. Van Buren Phoenix, AZ 85004 Telephone (602) 382-6000 Fax (602) 382-6070

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

Item 1. Subject Company Information.

(a) Name and Address. The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Statement”) relates is Ventana Medical Systems, Inc., a Delaware corporation (“Ventana” or the “Company”). The address of the principal executive office of Ventana is 1910 E. Innovation Park Drive, Tucson, Arizona 85755, and its telephone number is (520) 887-2155.

(b) Securities. The title of the class of equity securities to which this Statement relates is the Company’s Common Stock, par value $0.001 per share (the shares of the Common Stock being referred to as the “Shares”), and the associated preferred stock purchase rights (the “Rights”) issued pursuant to the Preferred Shares Rights Agreement, dated as of May 6, 1998, between Ventana and Wells Fargo Shareowner Services, as successor to Norwest Bank Minnesota, N.A. (as amended from time to time, the “Rights Agreement”). Unless the context requires otherwise, all references to the Shares include the Rights and all references to the Rights include the benefits that may inure to the holders of the Rights pursuant to the Rights Agreement. As of June 30, 2007, there were 34,015,886 (net of treasury shares) Shares outstanding with an additional 8,333,819 Shares reserved for issuance under the Company’s equity compensation plans, which includes 5,695,903 Shares issuable upon the exercise of outstanding stock options granted pursuant to such equity compensation plans.

Item 2. Identity and Background of Filing Person.

(a) Name and Business Address of Person Filing this Statement. The Company is the person filing this Statement. The filing person’s name, address and business telephone number are set forth in Item 1(a) above. The Company’s website address is www.ventanamed.com. The information on the Company’s website should not be considered a part of this Statement or incorporated herein by reference.

(b) Tender Offer. This Statement relates to the tender offer by Rocket Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Roche Holding Ltd, a joint stock company organized under the laws of Switzerland (“Roche”), pursuant to which Purchaser has offered to buy all outstanding Shares for $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 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (together with exhibits thereto, as amended, the “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) on June 27, 2007 by Purchaser and Roche.

The Schedule TO indicates that the Offer is the first step in Purchaser’s plan to acquire all of the outstanding Shares. Purchaser intends, as soon as practicable after consummation of the Offer, to seek to have Ventana complete a second-step merger with Purchaser or an affiliate of Purchaser. Pursuant to the terms of the second-step merger, each remaining Share, other than Shares held by the Company’s stockholders who properly exercise applicable appraisal rights under Delaware law, to the extent available, would be converted into the right to receive an amount in cash per Share equal to the price per Share paid in the Offer.

According to the Schedule TO, the business address of Purchaser is 9115 Hague Road, Indianapolis, Indiana 46250 and its telephone number is (317) 521-2000. The business address of Roche is Grenzacherstrasse 124, CH-4070 Basel, Switzerland and its telephone number is +41-61-688-1111.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

(a) Conflicts of Interest.

Except as described in this Statement or in the excerpts from the Company’s Definitive Proxy Statement, dated March 28, 2007 (the “2007 Proxy Statement”), relating to the 2007 Annual Meeting of Stockholders, incorporated herein by reference, to the knowledge of the Company as of the date of this Statement, there are no

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material agreements, arrangements or understandings, or any actual or potential conflict of interest between the Company or its affiliates and (1) the Company, its executive officers, directors or affiliates or (2) Roche, Purchaser or their respective executive officers, directors or affiliates.

Ventana, in the ordinary course of business, frequently enters into arrangements relating to commercial programs with various companies, including Roche. Except as described in this Statement, these commercial relationships have not involved any matters related to the Offer.

On May 24, 2007, Ventana announced that it had entered into a non-exclusive long-term collaboration agreement with Genentech, Inc. (“Genentech”) to co-develop and commercialize tissue-based diagnostics for therapeutic candidates designated by Genentech. Under the terms of the agreement, Ventana receives service fees throughout the development process, and in conjunction with the therapeutic candidate obtaining regulatory approval, Ventana would have the right to commercialize any potential associated companion diagnostic test. According to Genentech’s public filings, Roche owned 55.8% of Genentech’s outstanding shares as of December 31, 2006 and has the ability to nominate three of the seven members of Genentech’s board of directors.

The information contained in Item 4 below is incorporated herein by reference. In addition, the excerpts filed as Exhibit (e)(1) to this Statement are incorporated herein by reference, and include the information from the following sections of the 2007 Proxy Statement: “Security Ownership of Certain Beneficial Owners and Management,” “Compensation Discussion and Analysis,” “Compensation of Directors,” and “Compensation of Executives.”

(b) Cash Consideration Payable Pursuant to the Offer.

If the directors and executive officers of the Company who own Shares tender their Shares for purchase pursuant to the Offer, they will receive the same cash consideration on the same terms and conditions as the other stockholders of the Company. As of June 30, 2007, the directors and executive officers of the Company were deemed to beneficially own in the aggregate 7,381,560 Shares (including Shares subject to vested equity awards but excluding Shares subject to unvested equity awards). If the directors and executive officers were to tender all of the Shares, including Shares subject to vested options, which they are deemed to beneficially own for purchase pursuant to the Offer, and those Shares were accepted for purchase and purchased by Roche, the directors and executive officers would receive an aggregate (net of the exercise price of vested options) of approximately $511,245,546 in cash for such Shares.

As discussed below in Item 4(c), to the knowledge of the Company, none of the Company’s directors or executive officers currently intends to tender Shares held of record or beneficially by such person for purchase pursuant to the Offer.

(c) Accelerated Vesting of Certain Company Stock Options, Restricted Stock and Restricted Stock Unit Awards.

As of June 30, 2007, the Company’s directors and executive officers held options to purchase 2,802,560 Shares, 290,977 of which were not vested and exercisable as of that date, with exercise prices ranging from $8.75 to $51.32 and an aggregate weighted average exercise price of $16.66 per Share. In addition, as of June 30, 2007, the Company’s executive officers held 4,354 restricted stock units and 11,000 shares of restricted stock. On July 9, 2007, Hany Massarany was granted 15,000 restricted stock units, all of which would vest upon a change of control of the Company, in connection with his promotion to Chief Operating Officer of the Company.

It is expected that in connection with a cash merger that would follow the consummation of the Offer, all options, restricted stock units and shares of restricted stock would become fully vested and be cancelled in exchange for a right to receive a cash payment equal to, in the case of each option, the number of Shares subject to the option multiplied by the excess of the per Share price payable to holders of Shares in the merger over the

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per Share exercise price of the option and, in the case of each restricted stock unit and share of restricted stock, the number of Shares subject to the restricted stock unit or restricted stock award multiplied by the per Share price payable to holders of Shares in the merger.

See the excerpt titled “Compensation Discussion and Analysis” from the 2007 Proxy Statement, which is incorporated by reference into this Item 3.

(d) Exculpation and Indemnification of Directors.

Pursuant to the Delaware General Corporation Law (the “DGCL”), the Company’s charter eliminates the liability of its directors to the Company or its stockholders, except for liabilities related to breach of duty of loyalty, actions not in good faith and certain other liabilities, and requires the Company to indemnify any current or former director or officer to the fullest extent permitted by the DGCL. In addition, the Company has entered into indemnity agreements with its directors and executive officers that obligate it to indemnify such directors and executive officers to the fullest extent permitted by the DGCL. The Company also maintains officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the Company may incur in such capacities.

Item 4. The Solicitation or Recommendation.

(a) Solicitation Recommendation. After careful consideration, including a thorough review of the Offer with the Company’s financial and legal advisors, the Board of Directors of Ventana (the “Board”), by unanimous vote of all of its directors, determined that the Offer is inadequate to holders of Shares and that the Offer is not in the best interests of Ventana or its stockholders. The Board of Directors believes that the Offer undervalues Ventana’s business and does not adequately reflect the true value of Ventana’s unique market position and business opportunities and that interests of the stockholders will be best served by the Company continuing to pursue its strategic plan as a stand-alone company. Accordingly, and for the other reasons described in more detail below, the Board of Directors of Ventana recommends that you REJECT the Offer and NOT TENDER your Shares pursuant to the Offer.

A copy of a letter to stockholders communicating the Board’s recommendation and a form of press release announcing such recommendation are filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and are incorporated herein by reference.

(b) Background of the Offer; Reasons for Recommendation.

(i) Background.

On January 11, 2007, Dr. Severin Schwan, the Chief Executive Officer of Roche’s diagnostics division, placed a telephone call to Christopher Gleeson, Ventana’s President and Chief Executive Officer, to request a dinner meeting. In subsequent e-mails, Dr. Schwan indicated that he wished to discuss the emerging field of personalized medicine in general as well as possibilities for collaboration between Roche and Ventana. Mr. Gleeson agreed to the meeting but clarified that he did not expect that the conversation would include, nor would he be prepared to address, any discussion of Ventana not remaining an independent entity.

On January 17, 2007, Mr. Gleeson and Dr. Schwan met for dinner in Tucson, Arizona. Despite his assurances to the contrary, during the meal, Dr. Schwan raised the possibility of an acquisition of control of Ventana by Roche. Although he did not convey a formal proposal, Dr. Schwan suggested that Ventana and Roche explore establishing a control relationship similar to Roche’s equity investment in Genentech, under which Roche controls Genentech through its ownership of a majority of Genentech’s outstanding shares. The remaining minority shares of Genentech continue to be publicly-traded. Mr. Gleeson reported on his conversation with Dr. Schwan to Ventana’s Board of Directors.

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On January 23, 2007, Dr. Schwan e-mailed Mr. Gleeson to advise him that he had reported their January 17th conversation to Dr. Franz Humer, the Chairman and Chief Executive Officer of Roche, and that Dr. Humer desired to call Jack Schuler, the Chairman of Ventana’s Board. In response, Mr. Gleeson indicated that Ventana was scheduled to hold a Board meeting the following week and that Dr. Humer should contact Mr. Schuler after that meeting. On January 25, 2007, Dr. Schwan acknowledged the timing for the Board meeting and stated that Roche would be back in contact following the Ventana Board meeting. The following day, Dr. Schwan sent Mr. Gleeson an e-mail outlining the areas in which Roche desired to collaborate and emphasizing the majority ownership structure model and potential related synergies.

The Board met on January 30, 2007 with management and its legal advisors from Snell & Wilmer L.L.P. (“Snell & Wilmer”) to discuss, among other things, the communications Mr. Gleeson had with persons at Roche and the information outlined in Dr. Schwan’s email. The Board reviewed Ventana’s past and current business operations, financial condition and future prospects and received an overview of applicable legal and fiduciary principles from its counsel. After extensive deliberation, the Board determined that pursuing discussions with Roche was not in the best interests of Ventana or its stockholders. Accordingly, on January 31, 2007, Mr. Gleeson informed Dr. Schwan that the Board had concluded that Ventana was “not interested in pursuing a situation that results in another company obtaining an equity position (part or whole) in Ventana.”

On February 12, 2007, Dr. Humer sent Mr. Schuler a letter expressing a strong desire for a strategic partnership between the two companies and highlighting the substantial benefits that such a relationship would create. He further indicated that “[t]he partnership model that [he had] in mind is to invite Ventana to become part of the Roche group, through Roche purchasing a minimum of 50.1% of all outstanding [Ventana] shares and votes in a cash tender offer supported by Ventana’s Board of Directors.” He concluded the letter by stating that the ideas he expressed did not constitute an offer, which would require Board approval, but rather an “outline of the basis for further discussions” and that Roche did not then contemplate making any proposal without the support of the Ventana Board.

After receiving the letter, Mr. Schuler notified management and distributed the correspondence to his fellow Board members. Following careful consideration of the distributed materials, the Board decided to respond to Dr. Humer’s letter by reiterating its conclusion from the prior Board meeting that the Ventana Board was not interested in a transaction of the type suggested by Roche and that it believed such a transaction would not be consistent with Ventana’s business plan, which the Board believed would continue to deliver significant value to the Ventana stockholders. On March 6, 2007, Mr. Schuler sent a letter to Dr. Humer conveying the foregoing determination by the Board.

Ventana did not receive any communications from Roche regarding a strategic transaction during the period following the delivery of the March 6 letter until June 18, 2007 (Roche subsequently indicated that it sent a letter dated March 12, 2007 but that letter was never received).

On May 24, 2007, Ventana announced that it had entered into a non-exclusive long-term collaboration agreement with Genentech to co-develop and commercialize tissue-based diagnostics for therapeutic candidates designated by Genentech. Under the terms of the agreement, Ventana receives service fees throughout the development process, and in conjunction with the therapeutic candidate obtaining regulatory approval, Ventana would have the right to commercialize any potential associated companion diagnostic test. According to Genentech’s public filings, Roche owned 55.8% of Genentech’s outstanding shares as of December 31, 2006 and has the ability to nominate three of the seven members of Genentech’s board of directors.

On June 18, 2007, Dr. Humer called Mr. Schuler to request a meeting. During their conversation, Mr. Schuler indicated that he would like to wait and discuss Dr. Humer’s request for a meeting with the Board the following day. Later that day, Dr. Humer sent a letter to Mr. Schuler formally proposing that Roche acquire all of the outstanding shares of Ventana common stock for $75.00 per share and indicating that such proposal was conditioned on the completion of satisfactory due diligence and acceptable transaction documentation. Dr. Humer asked that Mr. Schuler contact him “at [his] earliest convenience,” and “preferably no later than Monday, June 25, 2007 to discuss how we can proceed.”

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The Board met telephonically on June 19, 2007 with management, its legal team from Sidley Austin LLP (“Sidley”) and Snell & Wilmer, and its financial advisors from Merrill Lynch & Co. (“Merrill Lynch”) to consider the letter received by Mr. Schuler the previous day. At the outset of the meeting, the Board again received an overview of the applicable legal and fiduciary principles from its counsel. The Board discussed at length with management and its advisors the financial, legal and other considerations arising out of the Roche proposal but determined that it needed to gather additional data in order to complete its analysis and to formulate a proper response. The Board scheduled an in-person meeting for Wednesday, June 27, 2007, to more carefully consider the Roche proposal.

On June 22, 2007, Mr. Schuler sent a letter to Dr. Humer conveying disappointment in the manner in which the formal proposal was communicated and informing him that the Board was scheduled to meet the middle of the following week to consider the Roche proposal and would be prepared to respond following that meeting.

Despite the fact that Ventana had informed Roche that it had scheduled a board meeting to consider Roche’s proposal, and notwithstanding statements in Roche’s June 18 letter that it did not believe disclosure of the letter was required, that it intended to maintain the confidentiality of the proposal and that it “preferred” a response by June 25 but did not indicate that such timing was critical, and the fact that the letter setting forth the $75.00 per Share acquisition proposal had just been delivered a few days earlier, between June 22 and June 24, Roche and its financial advisor repeatedly contacted Ventana and Merrill Lynch demanding a response to Roche’s proposal.

On the morning of June 25, 2007, Dr. Humer called Mr. Schuler, who was out of the office and unable to speak with Dr. Humer. Later that day, a representative of Merrill Lynch sent an e-mail to Roche’s financial advisor reiterating that the Board was meeting in the middle of the week and stating that, “if there is any information that you would like our client to consider that is not included in your written proposal, please forward on to them.” Despite having been notified repeatedly that the proposal would be considered promptly, Roche chose to issue a press release at the close of trading on June 25 announcing the commencement of its hostile tender offer.

At the previously scheduled Board meeting held on the morning of June 27, 2007, the Board met again with management and its legal advisors from Sidley and Snell & Wilmer and financial advisors from Merrill Lynch and Goldman, Sachs & Co. (“Goldman Sachs”) to further consider Roche’s proposal. Earlier that morning, Roche had formally commenced its tender offer. At the meeting, the Board reviewed with management current market conditions and received an update on Ventana’s five-year business plan. The Board also discussed with its financial advisors certain financial considerations relating to the Offer and discussed with its legal advisors certain legal considerations relating to the Offer.

On June 29, 2007, Roche and Purchaser filed a complaint in the Court of Chancery for the State of Delaware against the Company and the members of the Board alleging that the members of the Board breached their fiduciary duties to the stockholders of the Company in connection with the Offer. On that same day, Purchaser filed a complaint in U.S. District Court in Arizona against the Company and the Attorney General of the State of Arizona alleging that certain provisions of the Arizona Revised Statutes are unconstitutional insofar as they seek to regulate tender offers for corporations incorporated under the laws of states other than Arizona. For further discussion of these complaints, see Item 8(d) below.

At meetings of the Board held on July 6 and July 9, 2007, the Board carefully considered the Company’s business, financial condition and prospects, the terms and conditions of the Offer and other matters, including discussions with and presentations by management and its financial and legal advisors. At its meeting on July 9, 2007, the Board, among other things, unanimously resolved to delay the “Distribution Date” under the Rights Agreement (the date after which, among other things, separate certificates for the Rights are to be distributed) until the earlier of (i) the Shares Acquisition Date (as defined in the Rights Agreement) or (ii) such time as the Board by appropriate resolution shall designate.

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The Board met again on July 10, 2007 to review the Company’s business, financial condition and prospects, the terms and conditions of the Offer and other matters. At the meeting, each of Merrill Lynch and Goldman Sachs delivered an oral opinion to the effect that, as of the date of such opinion, the Offer is inadequate to the holders of the Company’s Shares from a financial point of view. After lengthy analysis and discussions, the Board unanimously concluded that the Offer is inadequate and not in the best interests of Ventana’s stockholders and unanimously decided to recommend rejection of the Offer.

On July 11, 2007, Messrs. Schuler and Gleeson sent the following letter, that had been reviewed by the Board, to Dr. Humer:

Dear Dr. Humer:

Our Board of Directors, along with our financial and legal advisors, met in person on June 27, by phone on July 6, in person on July 9 and again by phone on July 10 to review Roche’s proposed acquisition of Ventana for $75 per share in cash.

After careful consideration and review, we reject your proposal. We believe the offer of $75 per share is far below the value that can be created for stockholders by our Company continuing to remain an independent entity. Because $75 per share is so far below a reasonable starting point for negotiations, we also decline to engage in discussions regarding a sale of Ventana. We base our decision on a variety of factors (as are detailed in our Schedule 14D-9), including the following—

• After conducting a detailed assessment of our current business plan and receiving an opinion of inadequacy from our financial advisors (Merrill Lynch & Co. and Goldman, Sachs & Co.), the Board believes the intrinsic value of Ventana to be substantially in excess of your offer of $75 per share in cash.

• The price of $75 per share also does not fairly compensate our stockholders for the strategic and synergy value of Ventana to Roche. You acknowledged this value in your own investor conference call on June 26, 2007.

• Our current market value does not fully reflect the value-creation potential of our business plan and our research and development pipeline, including those innovations related to companion diagnostics. Under all circumstances, our stockholders must be adequately compensated for the significant value that will be created.

We take strong exception to the inference that you are attempting to create with the misleading statement in your letter dated June 18 that we have “declined to engage in any meaningful dialogue.” Each of your proposals—first, for a controlling equity investment; now, for a 100% acquisition—were thoroughly considered and analyzed by our Board. Similarly, you have created serious misimpressions in your letter of June 25 by your statement alleging “an unwillingness to meet for a discussion . . . or even to take my call,” when, in fact, well before June 25, you and your advisors were informed repeatedly and in writing that we would get back to you following our Board meeting later that week.

We have a serious concern that, to some significant extent, your interest in our Company may be based upon confidential information shared with you or your affiliates for collaborative purposes. At a minimum, that indicates a serious breach of our trust. That, together with your high-handed tactics, will no doubt serve as a cautionary tale to those with whom you may seek to do business in the future. The separate relevance of this to our stockholders is that you have moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that you fully appreciate.

The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. As you are well aware, our Board of Directors includes several stockholders with significant ownership stakes in our Company. We are committed to building value and

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looking out for the interests of all our stockholders. Accordingly, we have determined that the appropriate course of action is to vigorously resist Roche’s attempt to acquire Ventana at an inadequate price.

Sincerely,

/S/    JACK SCHULER

Jack Schuler

/S/    CHRISTOPHER GLEESON

Christopher Gleeson

cc: Board of Directors of Ventana

(ii) Reasons for the Recommendation.

After careful consideration by the Board, including a review of the Offer with management and its financial and legal advisors, the Board has reached the decision that the Offer is inadequate to the holders of the Shares and that the Offer is not in the best interests of Ventana and its stockholders. Accordingly, the Board recommends that stockholders reject the Offer and not tender their Shares pursuant to the Offer.

In reaching its determination to reject the Offer, the Board considered numerous factors in consultation with management and the financial and legal advisors to the Company, including, but not limited to, the following:

• The Offer Does Not Fully Reflect Ventana’s Standalone Value as the Leader in Tissue-Based Cancer Diagnostics, One of the Fastest Growing Segments in the Diagnostics Industry.

— Over the past twenty years, Ventana has established itself as the premier tissue-based cancer diagnostics company through the development of differentiated automated platforms, high value diagnostic tests and integrated patient information management tools. Roche acknowledged this leadership in its June 26, 2007 conference call discussing the Offer (the “Roche Conference Call”). However, Roche’s Offer does not adequately compensate Ventana stockholders for the Company’s leading market position, superior capabilities and resulting growth prospects.

— The tissue-based cancer diagnostics market is growing rapidly due to an aging population, increasing incidences of cancer, laboratory labor shortages, automation, favorable reimbursement and targeted therapeutics. Ventana’s differentiated products and technologies, commercial strength, and strong customer relationships will enable it to take advantage of this market opportunity and drive growth as well as maintain its market leadership.

— Over the last five years, Ventana has made significant investments in its commercial infrastructure, resulting in it having one of the leading commercial organizations in the industry today. As Ventana introduces additional new products, it expects to leverage this infrastructure to drive rapid market adoption, enhance profitability and deliver significant value to its stockholders.

• The Offer Does Not Fully Reflect the Value of Ventana’s Growth Opportunities.

— The Company has built and maintained its leadership position in tissue-based cancer diagnostics through innovative research and development initiatives. As Ventana continues to bring to market a robust pipeline of automated platforms and high value diagnostic tests, it believes it will continue its record of driving rapid market adoption and enhancing the clinical utility of its products. For example, the Company’s molecular products utilizing SISH technology, which have already been approved for use in Europe, represent a key expansion of Ventana’s assay menu. These products facilitate the automation of tissue-based genotyping assays, critical tools used in the diagnosis and treatment of cancer. The Company’s soon-to-be-introduced (2008) new

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platform, UltraPlex, is designed to further enhance value by adding functionality and capabilities such as automated, simultaneous, same-day gene and protein testing.

— The Company’s research and development activities have generated recent and pending near-term product introductions that the Board believes have the potential to drive significant additional value. For example, in the second quarter of 2006, Ventana extended its laboratory workflow solution with the launch of its Symphony H&E stainer, which is targeted at the highest volume segment of the histology lab. Based on favorable early adoption of this new product and pending peer reviewed publications, Ventana believes primary staining represents a meaningful new growth opportunity that will complement its core advanced staining franchise.

— The Company also anticipates significant future growth in companion diagnostics. For example, Ventana recently entered into a collaboration agreement with Roche’s majority owned subsidiary, Genentech, to co-develop and commercialize tissue-based diagnostic assays for therapeutic candidates designated by Genentech. In addition, Ventana has partnered with many of the leaders within the pharmaceutical and biotechnology industries across numerous projects to focus on the development of biomarker assays and related companion diagnostics. Ventana believes these companion diagnostics represent a sizeable long-term growth opportunity for the Company, its collaboration partners and the industry as a whole, and that the resulting revenue opportunities are extensive and could drive Ventana’s growth well into the future.

• The Offer Is Opportunistically Timed to Acquire Value Not Fully Reflected in Ventana’s Stock Price.

— The Board believes that Roche recognizes the attractiveness of the Company’s near-term and future growth prospects and has opportunistically timed the Offer to acquire Ventana before these factors are fully reflected in the Company’s stock price. Revenue growth in the Company’s core advanced staining business remains extremely strong and overall profitability is accelerating. Ventana is on the verge of realizing its significant investment in primary staining and has an exciting pipeline that will drive growth and value. As a result, the Company believes it is ideally positioned to deliver strong results based on its strategic plan.

— Ventana has an opportunity to capture significant market share from recently acquired and distracted competitors. In the Roche Conference Call, Roche’s Chief Financial Officer, Erich Hunziker, acknowledged that the shifting competitive landscape was a motivation for the timing of Roche’s approach: “You may ask yourself why Roche sees a certain urgency for this deal. Leaving Ventana’s successful team unchanged and giving them the support of a global company could be very crucial in a time when key competitors in this market are still aligning their efforts after just having been taken over.”

— The Board has a serious concern that, to some significant extent, Roche’s interest in the Company may be based upon confidential information shared with Roche or its affiliates for collaborative purposes. The Board believes that Roche has moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that Roche fully appreciates.

• The Offer Is Financially Inadequate.

— The Board believes that the Offer does not fully reflect the intrinsic value of the Company. On July 10, 2007, Merrill Lynch and Goldman Sachs each delivered an oral opinion to the effect that, as of the date of such opinion, the Offer is inadequate to the holders of the Company’s Shares from a financial point of view. After considering the factors set forth herein, including the oral opinions of Merrill Lynch and Goldman Sachs, the Board has unanimously concluded that the Offer is financially inadequate.

• The Offer Does Not Reflect Sharing of Significant Potential Synergy Value of a Combination.

— In the Roche Conference Call, Roche asserted that the complete spectrum of diagnostics capabilities achieved through a combination of Ventana with Roche’s existing diagnostics

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franchise, together with Roche’s strong oncology drug portfolio, would uniquely position Roche for leadership in personalized healthcare. According to Dr. Schwan’s statements on the Roche Conference Call, Ventana’s technologies would allow Roche to provide not only a comprehensive solution to pathologists, but also a comprehensive in-house solution to its pharmaceuticals division to develop targeted medicines, particularly in the oncology market. However, the Offer does not reflect the tremendous upside from this capability and the strategic and competitive value to Roche of owning the exclusive rights to Ventana’s technologies.

— As the leading tissue-based cancer diagnostics company with superior technologies, commercial infrastructure and management, and the last remaining independent company with the required capabilities, Ventana is the best positioned and perhaps the only company that could enable Roche to achieve its personalized healthcare objectives. The Company believes that Genentech’s selection of Ventana as its partner of choice for companion diagnostics development demonstrates that Ventana is ideally situated to capitalize on this opportunity and represents an attractive partner candidate for many of Roche’s competitors.

— In addition to the significant strategic value, the Board believes that Roche would be able to achieve considerable cost synergies, including distribution synergies, with Ventana’s strong position in the U.S. complementing Roche’s strong position outside the U.S. As Dr. Schwan noted on the Roche Conference Call, “Tissue-based testing is very much geared towards the pathologists and as such there are certainly synergies in the sense that [Roche] can use [its] standing, [its] brand and [its] infrastructure outside of the U.S.”

• The Offer Represents a Low Control Premium and Low Multiple Compared to Precedent Transactions.

— The Offer, which represents a premium of 45% to the average of the closing prices of the Company’s Shares for the one-month period ending on June 25, 2007, the last trading day prior to Roche’s public announcement of the Offer, does not compare favorably to the 143% one-month prior premium paid by Danaher Corporation (“Danaher”) for Vision Systems Limited (“Vision”), one of Ventana’s primary competitors. In addition, the EBITDA multiples paid by Danaher for Vision and by EQT Partners (“EQT”) for Dako Denmark A/S (“Dako”), another of the Company’s direct competitors, were substantially higher than the EBITDA multiple implied by Roche’s Offer for Ventana; the forward year EBITDA multiple paid by Danaher for Vision was 79x, and the trailing year EBITDA multiple paid by EQT for Dako was 96x.

— As Roche acknowledged in the Roche Conference Call, Ventana is the premier company in its markets and has superior capabilities to its competitors; however, the premium and multiples implied by the Offer do not adequately reflect this leadership and superiority.

• The Offer Values Ventana at a Price Below Recent Trading Levels.

— The market price has remained above the Offer price of $75.00 per Share since the public announcement of the Offer on June 25, 2007. The closing price per Share on the Nasdaq Global Select Market on July 10, 2007, the last trading day prior to the date of this Statement, was $80.25.

• Ventana Has a Long and Proven Track Record of Delivering Value to Stockholders.

— The Board and management team of Ventana has a long and proven track record of focusing on and delivering results that drive significant stockholder value. Ventana has a seven year track record of uninterrupted year-over-year revenue and earnings growth. From 2001 to 2006, the Company’s revenue grew at a CAGR of over 20%. Over that same period, the Company’s net income grew at a CAGR of 85% and operating margin expanded from 1% to 19% despite accelerated commercial and R&D investment. As a result of these strong, consistent financial

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results, the Company’s stock price increased approximately 430% in the last five years, representing a 39% CAGR, as compared to a 9% CAGR for the S&P 500 over that same period.

• The Interests of Ventana’s Board and Management Team Are Closely Aligned with the Interests of Ventana’s Stockholders.

— As of June 30, 2007, the Board and management team owned approximately 19% of the Company’s outstanding Shares on a fully-diluted basis. Since inception, this significant insider ownership has ensured that the Company is solely focused on building the leading company in its industry and delivering significant stockholder value. Today, the interests of the Board and management team remain closely aligned with the interests of the Company’s stockholders in maximizing stockholder value. The Board and management team is committed to continuing to enhance the Company’s value as well as continuing to evaluate strategies consistent with the best interests of Ventana stockholders.

ACCORDINGLY, BASED ON THE FOREGOING, THE BOARD UNANIMOUSLY RECOMMENDS THAT HOLDERS OF SHARES REJECT THE OFFER AND NOT TENDER THEIR SHARES PURSUANT TO THE OFFER.

The Board reserves the right to revise this recommendation in the event of changed circumstances, if any. Any such change in the recommendation of the Board will be communicated to stockholders as promptly as practicable in the event that such a determination is reached.

The foregoing discussion of the material factors considered by the Board is not intended to be exhaustive. In view of the variety of factors considered in connection with its evaluation of the Offer, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the factors summarized above in reaching its recommendation. In addition, individual members of the Board may have assigned different weights to different factors. After weighing all of these considerations, the Board unanimously rejected the terms of the Offer and recommended that holders of the Shares not tender their Shares pursuant to the Offer.

(c) Intent to Tender.

To the knowledge of Ventana, none of the Company’s directors or executive officers or any affiliate or subsidiary of the Company currently intends to tender in the Offer any of the Shares that such person or entity holds of record or beneficially.

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

The Company has retained Merrill Lynch and Goldman Sachs as its financial advisors in connection with, among other things, the Company’s analysis and consideration of, and response to, the Offer. The Company has agreed to pay Merrill Lynch and Goldman Sachs a fixed quarterly fee for four quarters for such services in connection with the Offer and, in the event a sale or other transaction is effected with Purchaser or any other person, a fee based on a percentage of the aggregate consideration payable in the transaction. In addition, the Company has agreed to reimburse Merrill Lynch and Goldman Sachs for their out-of-pocket expenses arising out of or in connection with the engagement and to indemnify them against certain liabilities relating to or arising out of the engagement.

The Company has engaged Innisfree M&A Incorporated (“Innisfree”) to provide consulting, analytic and information agent services in connection with the Offer. The Company has agreed to pay customary compensation for such services. In addition, the Company has arranged to reimburse Innisfree for its out-of-pocket expenses and to indemnify it against certain liabilities relating to or arising out of the engagement.

The Company has also retained Sard Verbinnen & Co. (“Sard Verbinnen”) as its public relations advisor in connection with the Offer. The Company has agreed to pay customary compensation for such services. In

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addition, the Company has agreed to reimburse Sard Verbinnen for its out-of-pocket expenses and to indemnify it against certain liabilities relating to or arising out of the engagement.

Except as described above, neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to the security holders of the Company with respect to the Offer.

Item 6. Interest in Securities of the Subject Company.

Except as described below and except for scheduled vesting of outstanding option awards, during the past 60 days, no transactions with respect to Shares have been affected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries.

Name	Date of Transaction	Nature of Transaction	Number of Shares	Price
John Patience	6/11/2007	Acquired (Exercise of Options)	64,000	$	6.313
John Patience	6/11/2007	Disposed (Net Exercise of Options)	7,855	$	51.43
Christopher Gleeson	6/29/2007	Acquired (Purchase under 2005 Employee Stock Purchase Plan)	80	$	65.68
Hany Massarany	6/29/2007	Acquired (Purchase under 2005 Employee Stock Purchase Plan)	80	$	65.68
Mark Tucker	6/29/2007	Acquired (Purchase under 2005 Employee Stock Purchase Plan)	48	$	65.68

Item 7. Purposes of the Transaction and Plans or Proposals.

For the reasons discussed in Item 4 above, the Board unanimously determined that the Offer is inadequate and not in the best interests of Ventana and its stockholders and that the interests of the stockholders will be best served by Ventana continuing to pursue its independent strategic plan. Ventana is not now engaged in any negotiations in response to the Offer that relate to or could result in one or more of the following or a combination thereof: (i) a tender offer or other acquisition of Ventana’s securities by Ventana, any of its subsidiaries or any other person; (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Ventana or any of its subsidiaries; (iii) any purchase, sale or transfer of a material amount of assets of Ventana or any of its subsidiaries; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of Ventana.

Notwithstanding the foregoing, Ventana may in the future engage in negotiations in response to the Offer that could have one of the effects specified in the preceding paragraph, and it has determined that disclosure with respect to the parties to, and the possible terms of, any transactions or proposals of the type referred to in the preceding paragraph might jeopardize the discussions or negotiations that Ventana may conduct. Accordingly, the Board has adopted a resolution instructing management not to disclose the possible terms of any such transactions or proposals, or the parties thereto, unless and until an agreement in principle relating thereto has been reached or, upon the advice of counsel, as may otherwise be required by law.

At its July 9, 2007 meeting, the Board, among other things, also unanimously resolved to delay the “Distribution Date” under the Rights Agreement (the date after which, among other things, separate certificates for the Rights are to be distributed) until the earlier of (i) the Shares Acquisition Date (as defined in the Rights Agreement) or (ii) such other time as the Board by appropriate resolution shall designate.

Item 8. Additional Information.

The information contained in all of the Exhibits referred to in Item 9 below is incorporated herein by reference in its entirety.

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(a) Delaware Anti-Takeover Statute.

As a Delaware corporation, Ventana is subject to DGCL Section 203. Under Section 203, certain “business combinations” between a Delaware corporation whose stock is publicly traded or held of record by more than 2,000 stockholders and an “interested stockholder” are prohibited for a three-year period following the date that such a stockholder became an interested stockholder, unless (i) the corporation has elected in its original certificate of incorporation not to be governed by DGCL Section 203, (ii) the transaction in which the stockholder became an interested stockholder or the business combination was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder, (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan) or (iv) the business combination was approved by the board of directors of the corporation and ratified by 66-2/3% of the outstanding voting stock which the interested stockholder did not own. The term “business combination” is defined generally to include mergers or consolidations between a Delaware corporation and an “interested stockholder,” transactions with an “interested stockholder” involving the assets or stock of the corporation or its majority owned subsidiaries and transactions which increase an “interested stockholder’s” percentage ownership of stock. The term “interested stockholder” is defined generally as a stockholder who, together with affiliates and associates, owns (or, within three years prior, did own) 15% or more of a Delaware corporation’s outstanding voting stock.

It is a condition to the Offer that Purchaser is satisfied, in its reasonable judgment, that the provisions of DGCL Section 203 do not apply to the Offer. DGCL Section 203(b)(6) permits a “business combination” proposed by a bidder subsequent to the public announcement or notice of certain management-approved transactions (including a merger or consolidation of a corporation, or a tender or exchange offer for 50% or more of the outstanding voting stock of a corporation), and prior to the consummation or abandonment of such management-approved transactions, to be free of the restrictions of DGCL Section 203, subject to satisfaction of the conditions of DGCL Section 203(b)(6). The Company has not publicly announced or provided notice of any such transactions.

(b) Appraisal Rights.

No appraisal rights are available in connection with the Offer. However, if the Offer is successful and a merger involving the Company is consummated, stockholders of the Company who have neither voted in favor of the merger nor consented thereto in writing, and who otherwise comply with the applicable procedures under DGCL Section 262, will be entitled to receive appraisal rights for the fair value of their Shares. Failure to follow the steps required by DGCL Section 262 for perfecting appraisal rights may result in the loss of such rights. The foregoing is qualified in its entirety by reference to DGCL Section 262.

(c) Arizona Corporate Takeovers Act.

The Arizona Corporate Takeovers Act, Arizona Revised Statutes Sections 10-2701, et seq., generally applies to business combinations or control share acquisitions of an “issuing public corporation.” An “issuing public corporation” is defined as a public corporation that either (a) is incorporated in Arizona or (b) has its principal place of business or principal executive office in Arizona and owns or controls assets located within Arizona with a fair market value of at least $1 million and has more than five hundred employees residing in Arizona. By reason of clause (b), the Company is an issuing public corporation.

Business Combinations. Sections 10-2741 to 10-2743 of the Arizona Revised Statutes (collectively, the “Arizona Business Combinations Act”) could limit our ability to engage in a business combination with an “interested shareholder.” An “interested shareholder” is generally defined as any person other than the Company or a subsidiary of the Company that is either (a) a direct or indirect beneficial owner of 10% or more of the voting power of the outstanding Shares of the Company or (b) an affiliate of the Company who at any time during the three years immediately before the date in question was the beneficial owner of 10% or more of the

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voting power of the then outstanding Shares of the Company. For three years after a person first becomes an interested shareholder of the Company, the Company may not directly or indirectly engage in any business combination with such interested shareholder or any affiliate of the interested shareholder unless the business combination or the interested shareholder’s acquisition is approved by a committee of disinterested directors (or such other disinterested persons as permitted by statute) prior to the date on which such interested shareholder became an interested shareholder. In addition, where the foregoing committee approval is not satisfied, the Company may not engage in a business combination with the interested shareholder or an affiliate thereof following such three-year period unless the business combination satisfies a special shareholder approval requirement or certain “fair price” requirements are met by the interested shareholder.

Control Share Acquisitions. Sections 10-2721 to 10-2727 of the Arizona Revised Statutes (collectively, the “Arizona Control Share Act”) could limit the voting rights of a person who acquires Shares in a control share acquisition. The Arizona Control Share Act provides that Shares of an issuing public corporation that are acquired in a control share acquisition (generally, an acquisition of beneficial ownership of Shares that, when added to all other Shares beneficially owned by such person, would entitle the acquiring person to exercise a new range of voting power within the following specified ranges: at least 20% but less than 33 1/3%; at least 33 1/3% but less than or equal to 50%; and over 50%) that exceed the applicable 20%, 33 1/3% or 50% threshold have the same voting rights as other Shares for all elections of directors but do not have the right to vote on other matters unless approved by a resolution of the shareholders of the issuing public corporation. The acquirer of Shares in a control share acquisition may request, pursuant to the procedures set forth in the Arizona Control Share Act, a special meeting of the shareholders of the issuing public corporation for purposes of considering the voting rights to be accorded to such Shares.

It is a condition to the Offer that Purchaser is satisfied, in its reasonable judgment, that the provisions of the Arizona Corporate Takeover Act do not apply to the Offer.

(d) Litigation.

On June 29, 2007, Roche and Purchaser filed a complaint in the Court of Chancery for the State of Delaware against the Company, Christopher M. Gleeson, Jack W. Schuler, John Patience, Thomas M. Grogan, Thomas D. Brown, Rod Dammeyer, Edward M. Giles, Mark C. Miller and James R. Weersing (collectively, the “Director Defendants” and together with the Company, the “Defendants”). The complaint alleges that the Director Defendants breached their fiduciary duties to the stockholders of the Company in connection with the Offer. Specifically, this action seeks declaratory and injunctive relief compelling the Company to redeem the Rights and exempt the Offer from the Delaware business combination statute. It also seeks to bar the Defendants from adopting any measure that has the effect of impeding, thwarting, frustrating, or interfering with the Offer or the contemplated second-step merger.

On that same day, Purchaser filed a complaint in U.S. District Court in Arizona against the Company and the Attorney General of the State of Arizona alleging that sections 10-2721 through 10-2727 and sections 10-2741 through 10-2743 of the Arizona Revised Statutes are unconstitutional insofar as they seek to regulate tender offers for corporations incorporated under the laws of states other than Arizona. The complaint seeks a declaration that these sections of the Arizona Revised Statutes are unconstitutional as applied to corporations incorporated under the laws of states other than Arizona. The complaint also seeks a preliminary and permanent injunction enjoining the Defendants from taking action to enforce these sections of the Arizona Revised Statutes.

Forward-Looking Statements

This Statement contains forward-looking statements that may state Ventana’s, its management’s or the Board’s intentions, beliefs, expectations or predictions for the future. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain words such as “believe”, “anticipate”, “expect”, “estimate”, “project”, “intend”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meaning. Specific forward-looking

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statements contained in this Statement include, but are not limited to the Company’s belief or assertion that: (i) it will continue to deliver value to its stockholders; (ii) the Company’s research and development capabilities will generate new product introductions that it believes have the potential to drive significant future value; (iii) primary staining represents a significant new growth opportunity that will compliment its core advanced staining franchise; (iv) it will continue its record of improving customer experience and workflow and drive significant enhancements in the clinical utility of its products; (v) companion diagnostics represent a significant long-term growth opportunity for both itself and its collaboration partners and that the resulting revenue opportunities are extensive and could drive Ventana’s growth well into the future; and (vi) its focus on differentiated automated platforms, high content diagnostic tests, integrated patient information management and improving patient care will continue to drive both Ventana’s leadership and segment growth. These forward-looking statements are subject to numerous risks and uncertainties, and actual results may vary materially. The Company may not achieve anticipated future operating results and product development activities may not be as successful as the Company expects in terms of the timing of product availability to the market or customer rates of adoption. Other risks and uncertainties include risks associated with the development, manufacturing, marketing, and sale of products, competitive factors, general economic conditions, legal disputes, and government actions, and those other risks and uncertainties contained in Ventana’s reports filed with the SEC, including its Current Reports on Form 8-K, our Quarterly Reports on Form 10-Q and under the heading “Item 1A. Risk Factors” in the Company’s Annual Report for the year ended December 31, 2006 filed with the SEC on Form 10-K, and subsequent filings made with the SEC from time to time. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov. The Company undertakes no obligation following the date of this release to update or revise its forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements. Undue reliance should not be placed upon any such forward-looking statements, which speak only as of the date such statements are made. Past performance is not indicative of future results. Ventana cannot guarantee any future operating results, activity, performance, or achievement.

Item 9. Materials to Be Filed as Exhibits.

Exhibit No.	Document
(a)(1)	Letter to the Company’s stockholders dated July 11, 2007*
(a)(2)	Press release issued by the Company on July 11, 2007
(a)(3)	Letter to the Company’s employees dated July 11, 2007
(a)(4)	Employee/customer/supplier “Frequently Asked Questions”
(e)(1)	Excerpts from the Company’s Definitive Proxy Statement on Schedule 14A relating to the 2007 Annual Meeting of Stockholders as filed with the SEC on March 28, 2007
(e)(2)	1988 Stock Option Plan and forms of agreements thereunder (1)
(e)(3)	1996 Stock Option Plan and forms of agreements thereunder (1)
(e)(4)	1996 Employee Stock Purchase Plan (1)
(e)(5)	1996 Directors Option Plan (1)
(e)(6)	1998 Nonstatutory Stock Option Plan and forms of agreements thereunder (2), (3)
(e)(7)	2001 Outside Director Stock Option Plan (4)
(e)(8)	2005 Equity Incentive Plan (5)
(e)(9)	2005 Employee Stock Purchase Plan (5)
(e)(10)	2005 Equity Incentive Plan Agreement (6)
(e)(11)	2005 Equity Incentive Plan Agreement (Accelerated Vesting) (6)

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Exhibit No.	Document
(e)(12)	Preferred Share Rights Agreement, dated as of May 6, 1998 between the Company and Norwest Bank Minnesota, N.A., including the Certificate of Designations, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively (7)
(e)(13)	Restated Certificate of Incorporation of the Company (1)
(e)(14)	Certificate of Amendment to Certificate of Incorporation (8)
(e)(15)	Form of Indemnification Agreement for directors and officers (1)

 * Included in materials mailed to the Company’s stockholders.

(1) Filed with the Registration Statement on Form S-l (SEC File No. 333-4461), declared effective by the SEC July 26, 1996.

(2) Form of agreements filed with the Registration Statement on Form S-8 (SEC File No. 333-92883), filed with the SEC on December 16, 1999.

(3) Form of 1998 Nonstatutory Stock Option Plan, as amended, agreements filed with the Registration Statement on Form S-8 (SEC File No. 333-105976), filed with the SEC on June 10, 2003.

(4) Filed with the Registration Statement on Form S-8 (SEC File No. 333-69658), filed with the SEC on September 19, 2001.

(5) Filed with the Definitive Proxy Statement on Schedule 14A (SEC File No. 000-20931) on March 31, 2005.

(6) Filed with Form 10-K (SEC File No. 000-20931), filed with the SEC on February 16, 2007.

(7) Filed with the Registration Statement on Form 8-A12G on June 9, 1998.

(8) Filed with Form 10-Q (SEC File No. 000-20931), filed with the SEC on July 26, 2005.

SIGNATURE

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

VENTANA MEDICAL SYSTEMS, INC.
By:	/s/    Christopher M. Gleeson
	Christopher M. Gleeson
	President and Chief Executive Officer

Date: July 11, 2007

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EX-99.(A)(1)

Exhibit (a)(1)

July 11, 2007

Dear Fellow Stockholders,

I wanted to let you know that your Board of Directors has unanimously recommended that stockholders reject Roche’s unsolicited offer to buy all of Ventana’s outstanding shares of common stock.

You should understand that your Board of Directors takes its fiduciary duty to act in the best interests of Ventana and its stockholders very seriously and is committed to enhancing stockholder value. After careful consideration, including a thorough review of the offer with its financial and legal advisors, your Board of Directors unanimously determined that Roche’s offer is inadequate and not in the best interests of Ventana stockholders.

Some of the factors relied upon by your Board of Directors in making its recommendation include:

• The offer does not fully reflect Ventana’s standalone value as the leader in tissue-based cancer diagnostics, one of the fastest growing segments in the diagnostics industry;

• The offer does not fully reflect the value of Ventana’s growth opportunities;

• The offer is opportunistically timed to acquire value not fully reflected in Ventana’s stock price;

• The offer is financially inadequate;

• The offer does not reflect sharing of significant potential synergy value of a combination;

• The offer represents a low control premium and low multiple compared to precedent transactions;

• The offer values Ventana at a price below recent trading levels;

• Ventana has a long and proven track record of delivering value to stockholders; and

• The interests of Ventana’s Board and management team are closely aligned with the interests of Ventana’s stockholders.

A complete discussion of these and the other significant factors contributing to your Board of Directors’ recommendation is included in the enclosed Schedule 14D-9. We urge you to read the Schedule 14D-9 carefully and in its entirety so that you will be fully informed as to your Board of Directors’ recommendation.

We greatly appreciate your continued support and encouragement.

Sincerely,

Christopher M. Gleeson

President and Chief Executive Officer

If you have any questions concerning the Schedule 14D-9 or need additional copies of Ventana’s publicly filed materials, please contact Sard Verbinnen & Co. at 312-895-4700 or Innisfree M&A Incorporated at 212-750-5833.

EX-99.(A)(2)

Exhibit (a)(2)

VENTANA’S BOARD UNANIMOUSLY REJECTS ROCHE’S UNSOLICITED

TENDER OFFER AS INADEQUATE

URGES STOCKHOLDERS NOT TO TENDER THEIR SHARES

Tucson, Arizona, July 11, 2007—The Board of Directors of Ventana Medical Systems, Inc. (NASDAQ: VMSI) today announced that it has thoroughly reviewed Roche’s unsolicited tender offer with the assistance of its financial and legal advisors (Merrill Lynch & Co., Goldman, Sachs & Co., Sidley Austin LLP and Snell & Wilmer LLP) and unanimously determined that the $75 per share cash offer is inadequate in multiple respects and contrary to the best interests of Ventana’s stockholders. Accordingly, the Board recommends that stockholders not tender any of their shares to Roche. The letter sent today by Ventana to the Chairman of Roche appears below.

“This is about stockholder value,” said Jack Schuler, Chairman of the Board. “The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. Simply put, we believe that Roche is trying to capture value for its stockholders that rightly belongs to Ventana’s stockholders. We intend to communicate to the market in greater detail the momentum we see in our business and our strong financial expectations. We will also communicate our near and intermediate term initiatives to continue our leadership in advanced and primary staining through our robust R&D pipeline, as well as our leadership in companion diagnostics, which represents a significant opportunity for Ventana and the global pharmaceutical industry. Through its proposed transaction, Roche is attempting to obtain for itself unique strategic value and synergies that we believe would accrue to the broader pharmaceutical industry and Ventana’s stockholders over the near and long term.”

Christopher Gleeson, President and Chief Executive Officer, commented, “We have a strong, uninterrupted seven year track record of robust year-over-year revenue and earnings growth and a very clear strategic plan to ensure continued successful commercial and financial performance and value creation. Roche’s offer does not come close to adequately compensating Ventana stockholders for the accelerating momentum of our business, the near-term potential from our innovative platforms, the numerous catalysts that are poised to drive long-term value, our game changing next generation technologies, and the Company’s growing menu of differentiated, high-value diagnostics that are expected to deliver on the promise of personalized medicine. Ventana has a unique position in the market and we will continue to articulate this platform and plan for enhancing value in the weeks ahead.”

Gleeson continued, “We believe Roche’s public disclosures to date are attempts to deliberately mislead the market as to our prior interactions and contacts. Although Roche’s overtures to our Board before June 25^th were vague at best, our Board carefully analyzed and considered them and any inference otherwise is simply misleading and inaccurate. In fact, despite Roche’s statements to the contrary, we notified Roche and its advisors clearly and repeatedly—and well before June 25^th—that our Board would be considering their most recent proposal and responding after a special Board meeting scheduled for later that week. Instead, Roche chose not to allow the Directors to deliberate or wait for our Board’s response before launching its hostile bid for Ventana. In a similar fashion, Roche commenced litigation without waiting to receive our Board’s Schedule 14D-9 response. We can only attribute this to high-handed tactics being used in an effort to deprive our stockholders of fair value. Negotiating at these levels is a non-starter.”

Gleeson concluded, “We remain committed to executing our business strategy and to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price. We expect to provide detailed financial information, including 2007 and 2008 financial guidance and insights into our R&D pipeline in conjunction with our quarterly earnings release after market close on Thursday, July 19 and on a conference call the morning of Friday, July 20.”

Among the specific reasons cited in the Company’s Schedule 14D-9 for recommending that stockholders reject the Roche offer are the following:

• The Offer Does Not Fully Reflect Ventana’s Standalone Value as the Leader in Tissue-Based Cancer Diagnostics, One of the Fastest Growing Segments in the Diagnostics Industry.

• Over the past twenty years, Ventana has established itself as the premier tissue-based cancer diagnostics company through the development of differentiated automated platforms, high value diagnostic tests and integrated patient information management tools. Roche acknowledged this leadership in its June 26, 2007 conference call discussing the Offer (the “Roche Conference Call”). However, Roche’s Offer does not adequately compensate Ventana stockholders for the Company’s leading market position, superior capabilities and resulting growth prospects.

• The tissue-based cancer diagnostics market is growing rapidly due to an aging population, increasing incidences of cancer, laboratory labor shortages, automation, favorable reimbursement and targeted therapeutics. Ventana’s differentiated products and technologies, commercial strength, and strong customer relationships will enable it to take advantage of this market opportunity and drive growth as well as maintain its market leadership.

• Over the last five years, Ventana has made significant investments in its commercial infrastructure, resulting in it having one of the leading commercial organizations in the industry today. As Ventana introduces additional new products, it expects to leverage this infrastructure to drive rapid market adoption, enhance profitability and deliver significant value to its stockholders.

• The Offer Does Not Fully Reflect the Value of Ventana’s Growth Opportunities.

• The Company has built and maintained its leadership position in tissue-based cancer diagnostics through innovative research and development initiatives. As Ventana continues to bring to market a robust pipeline of automated platforms and high value diagnostic tests, it believes it will continue its record of driving rapid market adoption and enhancing the clinical utility of its products. For example, the Company’s molecular products utilizing SISH technology, which have already been approved for use in Europe, represent a key expansion of Ventana’s assay menu. These products facilitate the automation of tissue-based genotyping assays, critical tools used in the diagnosis and treatment of cancer. The Company’s soon-to-be-introduced (2008) new platform, UltraPlex, is designed to further enhance value by adding functionality and capabilities such as automated, simultaneous, same-day gene and protein testing.

• The Company’s research and development activities have generated recent and pending near-term product introductions that the Board believes have the potential to drive significant additional value. For example, in the second quarter of 2006, Ventana extended its laboratory workflow solution with the launch of its Symphony H&E stainer, which is targeted at the highest volume segment of the histology lab. Based on favorable early adoption of this new product and pending peer reviewed publications, Ventana believes primary staining represents a meaningful new growth opportunity that will complement its core advanced staining franchise.

• The Company also anticipates significant future growth in companion diagnostics. For example, Ventana recently entered into a collaboration agreement with Roche’s majority owned subsidiary, Genentech, to co-develop and commercialize tissue-based diagnostic assays for therapeutic candidates designated by Genentech. In addition, Ventana has partnered with many of the leaders within the pharmaceutical and biotechnology industries across numerous projects to focus on the development of biomarker assays and related companion diagnostics. Ventana believes these companion diagnostics represent a sizeable long-term growth opportunity for the Company, its collaboration partners and the industry as a whole, and that the resulting revenue opportunities are extensive and could drive Ventana’s growth well into the future.

• The Offer Is Opportunistically Timed to Acquire Value Not Fully Reflected in Ventana’s Stock Price.

• The Board believes that Roche recognizes the attractiveness of the Company’s near-term and future growth prospects and has opportunistically timed the Offer to acquire Ventana before these factors are fully reflected in the Company’s stock price. Revenue growth in the Company’s core advanced staining business remains extremely strong and overall profitability is accelerating. Ventana is on the verge of realizing its significant investment in primary staining and has an exciting pipeline that will drive growth and value. As a result, the Company believes it is ideally positioned to deliver strong results based on its strategic plan.

• Ventana has an opportunity to capture significant market share from recently acquired and distracted competitors. In the Roche Conference Call, Roche’s Chief Financial Officer, Erich Hunziker, acknowledged that the shifting competitive landscape was a motivation for the timing of Roche’s approach: “You may ask yourself why Roche sees a certain urgency for this deal. Leaving Ventana’s successful team unchanged and giving them the support of a global company could be very crucial in a time when key competitors in this market are still aligning their efforts after just having been taken over.”

• The Board has a serious concern that, to some significant extent, Roche’s interest in the Company may be based upon confidential information shared with Roche or its affiliates for collaborative purposes. The Board believes that Roche has moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that Roche fully appreciates.

• The Offer Is Financially Inadequate.

• The Board believes that the Offer does not fully reflect the intrinsic value of the Company. On July 10, 2007, Merrill Lynch and Goldman Sachs each delivered an oral opinion to the effect that, as of the date of such opinion, the Offer is inadequate to the holders of the Company’s Shares from a financial point of view. After considering the factors set forth herein, including the oral opinions of Merrill Lynch and Goldman Sachs, the Board has unanimously concluded that the Offer is financially inadequate.

• The Offer Does Not Reflect Sharing of Significant Potential Synergy Value of a Combination.

• In the Roche Conference Call, Roche asserted that the complete spectrum of diagnostics capabilities achieved through a combination of Ventana with Roche’s existing diagnostics franchise, together with Roche’s strong oncology drug portfolio, would uniquely position Roche for leadership in personalized healthcare. According to Dr. Schwan’s statements on the Roche Conference Call, Ventana’s technologies would allow Roche to provide not only a comprehensive solution to pathologists, but also a comprehensive in-house solution to its pharmaceuticals division to develop targeted medicines, particularly in the oncology market. However, the Offer does not reflect the tremendous upside from this capability and the strategic and competitive value to Roche of owning the exclusive rights to Ventana’s technologies.

• As the leading tissue-based cancer diagnostics company with superior technologies, commercial infrastructure and management, and the last remaining independent company with the required capabilities, Ventana is the best positioned and perhaps the only company that could enable Roche to achieve its personalized healthcare objectives. The Company believes that Genentech’s selection of Ventana as its partner of choice for companion diagnostics development demonstrates that Ventana is ideally situated to capitalize on this opportunity and represents an attractive partner candidate for many of Roche’s competitors.

• In addition to the significant strategic value, the Board believes that Roche would be able to achieve considerable cost synergies, including distribution synergies, with Ventana’s strong position in the U.S. complementing Roche’s strong position outside the U.S. As Dr. Schwan noted on the Roche Conference Call, “Tissue-based testing is very much geared towards the pathologists and as such there are certainly synergies in the sense that [Roche] can use [its] standing, [its] brand and [its] infrastructure outside of the U.S.”

• The Offer Represents a Low Control Premium and Low Multiple Compared to Precedent Transactions.

• The Offer, which represents a premium of 45% to the average of the closing prices of the Company’s Shares for the one-month period ending on June 25, 2007, the last trading day prior to Roche’s public announcement of the Offer, does not compare favorably to the 143% one-month prior premium paid by Danaher Corporation (“Danaher”) for Vision Systems Limited (“Vision”), one of Ventana’s primary competitors. In addition, the EBITDA multiples paid by Danaher for Vision and by EQT Partners (“EQT”) for Dako Denmark A/S (“Dako”), another of the Company’s direct competitors, were substantially higher than the EBITDA multiple implied by Roche’s Offer for Ventana; the forward year EBITDA multiple paid by Danaher for Vision was 79x, and the trailing year EBITDA multiple paid by EQT for Dako was 96x.

• As Roche acknowledged in the Roche Conference Call, Ventana is the premier company in its markets and has superior capabilities to its competitors; however, the premium and multiples implied by the Offer do not adequately reflect this leadership and superiority.

• The Offer Values Ventana at a Price Below Recent Trading Levels.

• The market price has remained above the Offer price of $75.00 per Share since the public announcement of the Offer on June 25, 2007. The closing price per Share on the Nasdaq Global Select Market on July 10, 2007, the last trading day prior to the date of this Statement, was $80.25.

• Ventana Has a Long and Proven Track Record of Delivering Value to Stockholders.

• The Board and management team of Ventana has a long and proven track record of focusing on and delivering results that drive significant stockholder value. Ventana has a seven year track record of uninterrupted year-over-year revenue and earnings growth. From 2001 to 2006, the Company’s revenue grew at a CAGR of over 20%. Over that same period, the Company’s net income grew at a CAGR of 85% and operating margin expanded from 1% to 19% despite accelerated commercial and R&D investment. As a result of these strong, consistent financial results, the Company’s stock price increased approximately 430% in the last five years, representing a 39% CAGR, as compared to a 9% CAGR for the S&P 500 over that same period.

• The Interests of Ventana’s Board and Management Team Are Closely Aligned with the Interests of Ventana’s Stockholders.

• As of June 30, 2007, the Board and management team owned approximately 19% of the Company’s outstanding Shares on a fully-diluted basis. Since inception, this significant insider ownership has ensured that the Company is solely focused on building the leading company in its industry and delivering significant stockholder value. Today, the interests of the Board and management team remain closely aligned with the interests of the Company’s stockholders in maximizing stockholder value. The Board and management team is committed to continuing to enhance the Company’s value as well as continuing to evaluate strategies consistent with the best interests of Ventana stockholders.

Following is a copy of the letter Ventana sent today to Roche’s Chairman:

Dear Dr. Humer:

Our Board of Directors, along with our financial and legal advisors, met in person on June 27, by phone on July 6, in person on July 9 and again by phone on July 10 to review Roche’s proposed acquisition of Ventana for $75 per share in cash.

After careful consideration and review, we reject your proposal. We believe the offer of $75 per share is far below the value that can be created for stockholders by our Company continuing to remain an independent entity. Because $75 per share is so far below a reasonable starting point for negotiations, we also decline to engage in discussions regarding a sale of Ventana. We base our decision on a variety of factors (as are detailed in our Schedule 14D-9), including the following—

• After conducting a detailed assessment of our current business plan and receiving an opinion of inadequacy from our financial advisors (Merrill Lynch & Co. and Goldman, Sachs & Co.), the Board believes the intrinsic value of Ventana to be substantially in excess of your offer of $75 per share in cash.

• The price of $75 per share also does not fairly compensate our stockholders for the strategic and synergy value of Ventana to Roche. You acknowledged this value in your own investor conference call on June 26, 2007.

• Our current market value does not fully reflect the value-creation potential of our business plan and our research and development pipeline, including those innovations related to companion diagnostics. Under all circumstances, our stockholders must be adequately compensated for the significant value that will be created.

We take strong exception to the inference that you are attempting to create with the misleading statement in your letter dated June 18 that we have “declined to engage in any meaningful dialogue.” Each of your proposals—first, for a controlling equity investment; now, for a 100% acquisition—were thoroughly considered and analyzed by our Board. Similarly, you have created serious misimpressions in your letter of June 25 by your statement alleging “an unwillingness to meet for a discussion … or even to take my call,” when, in fact, well before June 25, you and your advisors were informed repeatedly and in writing that we would get back to you following our Board meeting later that week.

We have a serious concern that, to some significant extent, your interest in our Company may be based upon confidential information shared with you or your affiliates for collaborative purposes. At a minimum, that indicates a serious breach of our trust. That, together with your high-handed tactics, will no doubt serve as a cautionary tale to those with whom you may seek to do business in the future. The separate relevance of this to our stockholders is that you have moved aggressively and opportunistically to seek to acquire Ventana before the market has assimilated the information that you fully appreciate.

The Directors of Ventana have taken, and will continue to take, their responsibility as fiduciaries to stockholders extremely seriously. As you are well aware, our Board of Directors includes several stockholders with significant ownership stakes in our Company. We are committed to building value and looking out for the interests of all our stockholders. Accordingly, we have determined that the appropriate course of action is to vigorously resist Roche’s attempt to acquire Ventana at an inadequate price.

Sincerely,

Jack Schuler

Christopher Gleeson

cc: Board of Directors of Ventana

About Ventana

Ventana develops, manufactures, and markets instrument/reagent systems that automate slide preparation and staining in clinical histology and drug discovery laboratories worldwide. Ventana’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.

Forward-Looking Statements

This Statement contains forward-looking statements that may state Ventana’s, its management’s or the Board’s intentions, beliefs, expectations or predictions for the future. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain words such as “believe”, “anticipate”, “expect”, “estimate”, “project”, “intend”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meaning. Specific forward-looking statements contained in this Statement include, but are not limited to the Company’s belief or assertion that: (i) it will continue to deliver value to its stockholders; (ii) the Company’s research and development capabilities will generate new product introductions that it believes have the potential to drive significant future value; (iii) primary staining represents a significant new growth opportunity that will compliment its core advanced staining franchise; (iv) it will continue its record of improving customer experience and workflow and drive significant enhancements in the clinical utility of its products; (v) companion diagnostics represent a significant long-term growth opportunity for both itself and its collaboration partners and that the resulting revenue opportunities are extensive and could drive Ventana’s growth well into the future; and (vi) its focus on differentiated automated platforms, high content diagnostic tests, integrated patient information management and improving patient care will continue to drive both Ventana’s leadership and segment growth. These forward-looking statements are subject to numerous risks and uncertainties, and actual results may vary materially. The Company may not achieve anticipated future operating results and product development activities may not be as successful as the Company expects in terms of the timing of product availability to the market or customer rates of adoption. Other risks and uncertainties include risks associated with the development, manufacturing, marketing, and sale of products, competitive factors, general economic conditions, legal disputes, and government actions,

and those other risks and uncertainties contained in Ventana’s reports filed with the SEC, including its Current Reports on Form 8-K, our Quarterly Reports on Form 10-Q and under the heading “Item 1A. Risk Factors” in the Company’s Annual Report for the year ended December 31, 2006 filed with the SEC on Form 10-K, and subsequent filings made with the SEC from time to time. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov. The Company undertakes no obligation following the date of this release to update or revise its forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements. Undue reliance should not be placed upon any such forward-looking statements, which speak only as of the date such statements are made. Past performance is not indicative of future results. Ventana cannot guarantee any future operating results, activity, performance, or achievement.

VENTANA’S STOCKHOLDERS SHOULD READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, WHICH WILL BE 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.

Contacts:

For Media: Anna Cordasco/Brooke Morganstein Sard Verbinnen & Co. 212-687-8080 For Investors: Brad Wilks/Seth Frank Sard Verbinnen & Co. 312-895-4700   Alan Miller/Jennifer Shotwell Innisfree M&A Incorporated 212-750-5833

EX-99.(A)(3)

Exhibit (a)(3)

Rejection of Tender Offer: Employee Letter

July 11, 2007

To All Ventana Employees:

I wanted to let you know that this morning, we announced that our Board of Directors unanimously recommended that stockholders reject Roche’s unsolicited offer to buy our company. You may be asking yourselves why Ventana has been silent on the topic until now. The answer is simple: we have been legally constrained from commenting until the Board completed its formal review and filed its response. The press release we issued following that review is attached.

The bottom line is that our Board believes that Roche’s offer doesn’t even come close to compensating our stockholders for our current products and technologies, the longer term potential of our robust R&D pipeline and our truly unique position in the marketplace.

While it’s difficult to say how things will play out, over the next weeks and months we will be spending more time educating our investors and the market on our tremendous potential. We’ll also be doing everything we can to ensure that we don’t miss a beat in delivering on our commitments to customers. Meeting or beating their expectations is the real key to our future and the best way to control our destiny as a company. I ask that you continue to stay focused on exactly that.

Thank you for your continued support. I will do my best to keep you informed of any new developments, as appropriate. I have scheduled an All Employee Meeting this morning at 10:00am PT to discuss this with you in person. In the meantime, if you have specific questions, please feel free to contact Ashley Goldsmith at extension 4467 or via email at agoldsmith@ventanamed.com.

With best regards,

Chris

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.

EX-99.(A)(4)

Exhibit (a)(4)

Employee Q&A

Top Questions

1. Why did you reject Roche’s offer?

In short, our Board believes that Roche’s offer doesn’t come close to compensating our stockholders for the intrinsic underlying value of Ventana – including our current products and technologies, business strategy, the longer term potential of our robust R&D pipeline and our truly unique position in the marketplace. Our Board believes that Roche recognizes the attractiveness of our current market position and significant future growth prospects, and has opportunistically timed its offer before these factors could be fully reflected in the Company’s stock price.

We want everyone to see the value Roche sees, so over the next weeks and months, we will be spending more time communicating to the market about our tremendous potential, including on our upcoming earnings conference call.

2. Why have you been silent until now?

We have been legally constrained from commenting until the Board completed its formal review and filed its response. That response, along with the related press release, can be found on the Ventana website and on the Ventana intranet site. We urge you to read them for more information.

3. So have you put the company up for sale?

No. Our Board and management team remain committed to executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

4. When you say stockholders come first, does that mean that the impact on employees is secondary?

We have a legal obligation as a public company to do what’s in the best interests of our stockholders but, at the same time, we recognize that our success as a company is very much based on the contributions made by our employees. Our culture is based on trying to do the right thing by all of our constituents, including stockholders, customers, suppliers, partners, employees and of course the patients who depend on our products.

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5. Is there any chance we will do a deal with Roche?

We can’t speculate. We remain committed to executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

6. Is it true that Roche approached us several times in a friendly manner and we didn’t respond?

No—that is simply not true. Roche had informally contacted us in the past and our Board thoroughly considered and analyzed each approach. In fact, contrary to Roche’s misleading statements, we notified Roche and its advisors repeatedly—and well before June 25^th—that our Board would consider its most recent proposal and respond after a special Board meeting the following week. Roche chose not to await our response.

7. If $75 per share is too low, what would be the right price?

We can’t answer that specifically, but we do know that Roche’s offer for our company was inadequate.

8. Have we received proposals from any other buyers?

It would not be appropriate for us to comment at this point.

9. What happens next?

That’s difficult to say, but we have provided our response to Roche’s bid and we’re focused on business-as-usual at Ventana. We do expect to spend more time communicating our company’s strengths to the market, and we’re committed to building near and long term value for all of our stockholders.

10. What should employees do until this matter is resolved?

As far as we are concerned, it is business-as-usual. We recognize that there will be rumors and speculation, and there is little we can do about that, except to ask you to try not to be distracted. The best thing you can do is remain focused on critical research and development efforts, achieving our performance targets, meeting the Company’s long-term financial objectives, and delivering on our commitments to customers.

11. Should we still plan for the future?

Yes—Ventana’s future is extraordinarily bright, thanks to your continued hard work. Staying on top of our research and development efforts, achieving our short-term performance targets, meeting the Company’s long-term financial objectives, and delivering on our commitments to customers is how we will best compete successfully and retain the support of our stockholders.

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12. Will Roche continue to post letters to us on its website?

We have no way of knowing what Roche will do, but we ask that you direct any questions that you have about this situation to us and we will do our best to answer them.

13. When will we be informed of what is happening?

We will continue to keep you apprised of any and all developments as we are permitted to do so.

14. How will this situation impact our business with Roche in Europe and our collaboration with Genentech going forward?

Our joint venture relationships will continue, business-as-usual.

Understanding a Tender Offer

15. What is a tender offer?

A tender offer is when a company or individual (in this case, Roche) makes an offer to purchase some or all of the shares in a corporation (in this case, Ventana). Tender offers may be solicited or unsolicited, but in this case, it was unsolicited.

16. What does it mean that Roche has commenced its tender offer?

The commencement of the tender offer means that investors are provided with information and a means to tender their shares to Roche. Ventana’s Board has recommended that stockholders do not sell their shares to Roche.

17. The media has been referring to this situation as a hostile takeover—what does that mean?

A hostile takeover is a commonly used term to describe a takeover attempt that was not invited by the other party (in this case, Ventana). Since we did not solicit this proposal, and the Board has not been actively trying to sell the company, the media and others may refer to it as “hostile.”

Roche Tender Offer Rejection

18. Is it likely that Roche will just acquire us anyway through a hostile deal?

It’s something we just can’t speculate on. Our Board has recommended that stockholders not tender their shares, based on its conclusion that Roche’s offer is inadequate from a financial point of view and—given the significant potential of our company—not in the best interests of our stockholders. We also have corporate defenses such as our rights plan—commonly known as a “poison pill” that give our board the latitude it needs to do the right thing by all stockholders.

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19. What is your response to the litigation filed in Delaware and Arizona?

Our legal advisors are working on our response. We will keep you apprised of any developments.

20. Can stockholders sell their shares anyway, even after the Board has recommended they don’t?

Yes, but given that Roche’s offer doesn’t come close to compensating our stockholders for the intrinsic underlying value of Ventana, our Board does not believe that selling their shares would be in the stockholders’ best interests.

21. Roche said that it would retain Ventana’s management team and employees, as well as its headquarters in Arizona, and run Ventana at arm’s length, similar to the approach it has taken with other investments such as Genentech in the US and Chugai in Japan. Under these circumstances, doesn’t it seem like Roche would be a good fit for us?

Roche has correctly observed that we have an outstanding workforce – we agree with that 100%. But a merger of the companies is a purely hypothetical event at this point, and it would be speculation to comment about how things would actually play out in a situation that doesn’t exist. The bottom line is that Roche’s offer undervalues our company and we intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

22. Will there be layoffs if we are acquired by Roche?

Right now it is business-as-usual at Ventana and we have no plans to make changes to the workforce. We are a growth company under any scenario. Our future remains very exciting, and our pipeline of new products is exceptionally strong. It is important that we try not to become distracted, and that we remain focused on our critical research and development efforts, achieving our short-term performance targets, meeting the Company’s long-term financial objectives, and delivering on our commitments to customers.

ESPP and Stock-Related Questions

23. How does this announcement affect the Employee Stock Purchase Plan (ESPP)?

The announcement does not affect you participation in the ESPP. If you are currently enrolled, you will continue to contribute at your current rate.

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24. Can I withdraw from the ESPP and if I do, when can I re-enroll?

You may withdraw from the ESPP at anytime. However, the next opportunity to re-enroll is January 1, 2009.

25. How does this affect my stock options? Does this affect the ESPP shares I already own?

This does not change your Ventana options or ESPP shares. The value of the shares and options may increase or decrease depending on our stock price, but they are still Ventana shares and options.

26. When is the black out period?

Ventana does not have a company-wide black out period. Employees who regularly have access to material, non-public information have been classified as “insiders” and are subject to a quarterly blackout period that begins two weeks before the end of the quarter until two days following the earnings release. During this period insiders may not buy or sell Ventana stock. In addition, any employees who have access to material, non-public information relating to the pending proposal or any potential future proposal may not buy or sell Ventana stock. These restrictions on trading apply to the exercise of outstanding stock options and to changes in elections under the ESPP, but do not prohibit the purchase of ESPP shares on June 29, 2007, or the continuation of an existing ESPP election for the purchase period beginning July 1, 2007.

27. Does Ventana have a “Poison Pill?” What does that mean and does a Poison Pill entitle employees to more shares?

Yes, Ventana has a shareholder rights plan, also referred to as a “poison pill.” Under this plan, if Roche were to acquire a sufficient percentage of the Company’s common stock or consummate its tender offer, the “pill” would be “triggered,” which would cause Roche to experience substantial dilution (have less of an ownership percentage in the company).

We cannot comment on whether the Company’s board would allow the rights plan to be triggered under these circumstances.

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28. What happens to my unvested stock if we are acquired?

Since we have not been acquired, it is difficult to say. For now, there has been no acquisition, and so while the value of your shares and options may increase or decrease depending on our stock price, they are still Ventana shares and options.

Recruiting and Jobs

29. What should we tell job candidates if they ask us about Roche’s offer?

We have provided our response to Roche’s bid. As far as we are concerned, we are running our business, and we are continuing to do business as usual.

30. What do we tell managers about openings?

We are continuing to do business as usual. As always, we need to get review of the openings at the appropriate level and get appropriate approval. For those positions in the groups where the EMT asked that we review the openings, we should not hire until that review is complete.

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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.

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Supplier/Partner Q&A

Top Questions

1. Why did Ventana reject Roche’s offer?

In short, our Board believes that Roche’s offer doesn’t come close to compensating our stockholders for the intrinsic underlying value of Ventana—including our current products and technologies, unique business strategy, the longer term potential of our robust R&D pipeline and our truly unique position in the marketplace. Our Board believes that Roche recognizes the attractiveness of our current market position and significant future growth prospects, and has opportunistically timed its offer before these factors could be fully reflected in the Company’s stock price.

We want everyone to see what Roche sees, so over the next weeks and months, we will be spending more time communicating to the market about our tremendous potential, including on our upcoming earnings conference call.

2. How does this impact my relationship with Ventana?

It is business-as-usual at Ventana and this process will not have an impact on our business with you and your ability to count on us as a trusted partner. We value our relationship and are committed to continuing to work with you to ensure our Company’s bright future and dedication to the highest standards of patient care.

3. What happens next?

It is difficult to say where this goes from here, but I want to emphasize that, regardless, we greatly value our relationship with you, and we are committed to an unwavering focus on meeting our commitments to you.

We are very excited about our Company, its prospects and the many exciting, game-changing new products in our R&D pipeline, including in companion diagnostics and the emerging field of personalized medicine. In the weeks ahead, our Board and management team will be communicating more about that pipeline and I’m sure you’ll understand why we are so enthusiastic.

Please be assured that we will keep you updated on events as appropriate and feel free to get in touch with your Ventana representative should you have any questions.

4. How will this situation impact your business with Roche in Europe and your collaboration with Genentech going forward?

Our joint venture relationships will continue, business-as-usual.

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5. Is there any chance you will do a deal with Roche?

I can’t speculate. Our Board and management team remain committed to executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

6. So have you put the company up for sale?

No. Our Board and management team remain committed to executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We obviously have fiduciary obligations to our stockholders, but we intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

7. What happens if Roche walks away? Will we be doing business differently?

There’s no reason why we would do business any differently. We would be the same company we were before Roche decided to launch its hostile bid.

It is important that you know that it is business-as-usual at Ventana and this process will not have an impact on our business with you and your ability to count on us as a trusted partner. We value our relationship and are committed to continuing to work with you to ensure our Company’s bright future and dedication to the highest standards of patient care.

8. Are you having financial problems?

Absolutely not. The Company is growing and financially healthy. Roche’s interest is—we believe—in trying to capture upside for its stockholders that we believe rightfully belongs to ours.

9. What is in Ventana’s R&D pipeline? When will these products be available?

We look forward to sharing more detail on that in our upcoming earnings release and conference call.

For now, generally speaking, there are exceptionally favorable growth dynamics in the global diagnostics industry, and we have a strong and unique leadership position driven by innovation. You can also find more information in our Schedule 14D-9 filing, which is available on our website.

10. Do you anticipate a change in near term ordering patterns? Will your supply needs decline after merging with Roche?

We have provided our response to Roche’s bid. As far as we are concerned, we are running our business as usual and anticipate no changes.

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11. Could our business with you benefit from this merger with Roche?

We have no plans to merge with Roche so I cannot speculate.

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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.

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Customer Q&A

Top Questions

1. Why did Ventana reject Roche’s offer?

In short, our Board believes that Roche’s offer doesn’t come close to compensating our stockholders for the intrinsic underlying value of Ventana—including our current products and technologies, unique business strategy, the longer term potential of our robust R&D pipeline and our truly unique position in the marketplace. Our Board believes that Roche recognizes the attractiveness of our current market position and significant future growth prospects, and has opportunistically timed its offer before these factors could be fully reflected in the Company’s stock price.

We want everyone to see what Roche sees, so over the next weeks and months, we will be spending more time communicating to the market about our tremendous potential, including on our upcoming earnings conference call.

2. How does this impact my relationship with Ventana?

It is business-as-usual at Ventana and this process will not have an impact on our commitment to delivering the best possible diagnostic instruments and reagent systems in the world. You can rely on us to continue to provide the superior products and high level of service to you that you have come to expect from the Ventana team.

3. What happens next?

It is difficult to say where this goes from here, but I want to emphasize that, regardless, you can rely on us to continue to provide the superior products and high level of service that you have come to expect from the Ventana team. It is business-as-usual at Ventana, and this process will not have an impact on our commitment to delivering the best possible diagnostic instruments and reagent systems in the world.

We are very excited about our Company, its prospects and the many exciting, game-changing new products in our R&D pipeline, including in companion diagnostics and the emerging field of personalized medicine. In the weeks ahead, our Board and management team will be communicating more about that pipeline and I’m sure you’ll understand why we are so enthusiastic.

Please be assured that we will keep you updated on events as appropriate and feel free to get in touch with your Ventana representative should you have any questions.

4. How will this situation impact your business with Roche in Europe and your collaboration with Genentech going forward?

Our joint venture relationships will continue, business-as-usual.

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5. Is there any chance you will do a deal with Roche?

I can’t speculate. Our Board and management team remain committed to vigorously executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

6. So have you put the company up for sale?

No. Our Board and management team remain committed to executing our business strategy, and are committed to building near and long-term value for all of our stockholders. We intend to vigorously resist Roche’s attempt to acquire Ventana at this inadequate price.

7. What happens if Roche walks away? Will we be doing business differently?

There’s no reason why we would do business any differently. We would be the same company we were before Roche decided to launch its hostile bid.

Regardless, it is important that you know that it is business-as-usual at Ventana and this process will not have an impact on our commitment to delivering the best possible diagnostic instruments and reagent systems in the world. You can rely on us to continue to provide the superior products and high level of service to you that you have come to expect from the Ventana team.

8. Are you having financial problems?

Absolutely not. The Company is growing and financially healthy. Roche’s interest is—we believe—in trying to capture upside for its stockholders that we believe rightfully belongs to ours.

9. What is in Ventana’s R&D pipeline? When will these products be available?

We look forward to sharing more detail on that in our upcoming earnings release and conference call.

For now, generally speaking, there are exceptionally favorable growth dynamics in the global diagnostics industry, and we have a strong and unique leadership position driven by innovation. You can also find more information in our Schedule 14D-9 filing, which is available on our website.

10. Could our business with you benefit from this merger with Roche?

We have no plans to merge with Roche so I cannot speculate.

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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.

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EX-99.(E)(1)

Exhibit (e)(1)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to beneficial ownership of the common stock as of March 1, 2007, by (i) each stockholder that we know is the beneficial owner of more than 5 percent of the common stock, (ii) each director and nominee for director, (iii) each of the executive officers named in the Summary Compensation Table set forth under the section entitled “Compensation of Executives,” and (iv) all executive officers and directors as a group. We have relied exclusively upon information provided to us by our directors and executive officers and copies of documents sent to us that have been filed with the Securities and Exchange Commission by others for purposes of determining the number of shares each person beneficially owns. Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission and generally includes those persons who have voting or investment power with respect to the securities. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of our common stock beneficially owned by them. Percentage ownership in the table below is based on 34,589,006 shares of common stock outstanding as of March 1, 2007. Shares of our stock subject to options that are exercisable within 60 days of March 1, 2007, are also deemed outstanding for purposes of calculating the percentage ownership of that person, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Unless otherwise indicated, the address for each stockholder listed in the table is 1910 E. Innovation Park Drive, Tucson, Arizona 85755.

Name and Address of Beneficial Owner	Number of Shares		Percent of Common Shares
Fidelity Investments 82 Devonshire Street Boston, MA 02109	4,742,751		13.71
Jack Schuler(1)	3,335,665	†	9.64	†
Artisan Partners LP 875 East Wisconsin Avenue Milwaukee, WI 53202	2,415,200		6.98
Oracle Investment Management, Inc. 200 Greenwich Avenue Greenwich, CT 06830	2,313,702		6.69
John Patience(2)	1,977,834		5.72
Christopher Gleeson(3)	590,494		1.71
Edward Giles(4)	342,223		*
Thomas Grogan, M.D.(5)	245,209		*
James Weersing(6)	195,194		*
Hany Massarany(7)	176,858		*
Mark Miller(8)	164,941		*
Nicholas Malden(9)	146,080		*
Thomas Brown(10)	41,768		*
Timothy Johnson(11)	32,601		*
Rod Dammeyer(12)	32,411		*
Mark Tucker(13)	30,218		*
All Directors and Officers as a group (13 persons)	7,311,496	†	21.14	†

* Less than 1%

⁽¹⁾ Includes 558,083 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Schuler; 12,500 shares held in the name of Mr. Schuler’s wife; and 441,074 shares beneficially owned by the Schuler Family Foundation.†

† The table above should have reflected Mr. Schuler beneficially owning 3,562,970 shares as of March 1, 2007, which equals 10.14% of outstanding shares, and all Directors and Officers as a group beneficially owning 7,538,801 shares, which equals 21.80% of outstanding shares. Footnote (1) above should have reflected 227,305 shares held by the Schuler Family Foundation, of which Mr. Schuler serves as Chairman, and 441,074 shares held collectively in trust for the benefit of his adult children, with Mr. Schuler serving as Trustee.

⁽²⁾ Includes 752,083 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Patience, as well as 9,600 shares held in the name of Mr. Patience’s wife.

⁽³⁾ Includes 493,779 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Gleeson.

⁽⁴⁾ Includes 111,141 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Giles. It also includes 114,750 shares beneficially owned by Edward Giles IRA and 20,000 shares beneficially owned by the Giles Family Trust.

⁽⁵⁾ Includes 181,438 shares issuable upon exercise of options exercisable within 60 days of March 1, 2007, held by Dr. Grogan.

⁽⁶⁾ Includes 76,626 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Weersing, and 118,568 shares beneficially owned by James Weersing and Mary Weersing, Trustees of the Weersing Family Trust U/D/T dated April 24, 1991.

⁽⁷⁾ Includes 164,598 shares issuable upon exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Massarany.

⁽⁸⁾ Includes 124,141 shares issuable upon exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Miller.

⁽⁹⁾ Includes 130,360 shares issuable upon exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Malden.

⁽¹⁰⁾ Represents 41,768 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Brown.

⁽¹¹⁾ Represents 32,601 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Johnson.

⁽¹²⁾ Represents 32,411 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Dammeyer.

⁽¹³⁾ Includes 18,600 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2007, held by Mr. Tucker.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction and Summary

The Compensation Discussion and Analysis (CD&A) is intended to provide our stockholders information about the compensation we paid to our senior management and directors for service during 2006 and also provide insight into the way in which we intend to compensate senior management and directors in 2007 and the near future. The CD&A addresses and explains the numerical and related information contained in the Summary Compensation Table as well as information regarding executive compensation events and developments in early 2007. Named Executive Officers (“NEOs”) for the purpose of the proxy statement and CD&A consist of our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and our three most highly compensated other executive officers. Our NEOs for 2006 were:

• Christopher Gleeson: President, Chief Executive Officer, and Director

• Nicholas Malden: Senior Vice President, Chief Financial Officer, and Corporate Secretary

• Hany Massarany: Executive Vice President, World Wide Operations

• Timothy Johnson: Senior Vice President, Global Business Services

• Mark Tucker: Senior Vice President, General Counsel

The Compensation Committee

The Compensation Committee of the Board of Directors (the “Committee) is responsible for the administration of our compensation programs including base salaries of our executive officers and various types of incentive compensation. The Committee oversees all grants of equity-based awards to NEOs and other employees. The Committee works closely with internal human resources management and may at its discretion employ outside experts to assist in the structuring and administration of compensation programs. Recently, the Committee engaged Sibson Consulting, a division of the Segal Company, to provide guidance on the compensation structure for senior management in 2007. Sibson was engaged to assist the Committee in identifying best practices and in establishing guidelines for compensating our executives. We do not believe that the results of this engagement are likely to materially change compensation levels from 2006 to 2007. Additional responsibilities and authorities of the Compensation Committee are documented in the Compensation Committee Charter which can be viewed on our website at www.ventanamed.com.

During 2006 four non-employee directors consisting of Thomas Brown, Mark Miller, John Patience, and James Weersing served on the Compensation Committee. Other than John Patience, none of the members of the Compensation Committee has been, or is an officer or employee of Ventana. Mr. Patience’s employment with Ventana ended in 1999.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves on the Board of Directors or Compensation Committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee. Similarly, no member of our Board of Directors is an executive officer of a company in which one of our executive officers serves as a member of the Board of Directors or Compensation Committee of that company.

Compensation Philosophy

The Committee believes that senior management should be compensated based on their individual contributions to the cumulative success of the Company. We believe that a skilled senior management team is essential to the success of the Company and that compensation must be competitive in order to attract and retain such individuals. Accordingly, we compensate our senior management through a mix of base salary, incentive

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cash bonuses, and grants of equity-based awards designed to be competitive with comparable employers and align management’s incentive with the long-term goals of our stockholders. We reevaluate annually each component of compensation and the total of these components for its competitiveness relative to our industry peer group and adjust these amounts as the Committee believes appropriate. The Committee’s primary objective is to ensure that the Company continues to realize stockholder value through attracting and retaining a skilled senior management team.

Targeted Overall Compensation

Our annual process of setting NEO compensation begins with establishing a target for each executive’s total compensation. This target assumes that each NEO serves the entire year and that the Company achieves goals commensurate with 100 percent of equity and incentive cash bonus being earned. We generally refer to this total compensation as the targeted total direct compensation (“targeted TDC”). Targeted TDC for our NEOs is determined based on the following factors: (i) industry and peer group analysis; (ii) responsibilities, scope, and complexity of the NEO’s position; (iii) judgments concerning the performance of each individual’s past and expected future contributions; and (iv) past achievements relative to other executives’ responsibilities and base salary levels. The Committee intends to establish each compensation package to reward senior management for the achievement of various financial measures, primarily those pertaining to the profitable growth of the Company. We believe that establishing a peer group and evaluating compensation against this group ensures that senior management compensation is competitive, and fair. A peer group is determined annually from public companies in the medical diagnostics industry with annual revenue between $100 million and $600 million. In 2006 Ventana set the peer group as:

Affymetrix, Inc.	Idexx Laboratories, Inc.
American Medical Systems Holdings, Inc.	Immucor, Inc.
Arrow International, Inc.	Integra Life Sciences Holdings Corporation
Biosite, Inc.	Intuitive Surgical, Inc.
Conmed Corporation	Inverness Medical Innovations, Inc.
Datascope Corporation	Kyphon, Inc.
Diagnostic Products Corporation	Mentor Corporation
Digene Corporation	Resmed, Inc.
Donex Corporation DE	Thoratec Corporation
Gen Probe, Inc.	Wright Medical Group, Inc.

From this peer group compensation data is gathered for the group’s five most highly compensated executives.

For 2006, we set the targeted TDC for our CEO, Christopher Gleeson, between the 50th and 75th percentile of the peer group. This targeted TDC consisted of a base salary, an incentive cash bonus (“bonus”), and equity-based award component as apportioned at the discretion of the Compensation Committee. Typically, incentive compensation comprises a larger portion of targeted TDC than base salary to closely align stockholders’ expectations for high growth with the motivations of our CEO. The resulting targeted TDC for Mr. Gleeson in 2006 was $2.1 million of which he earned $1.8 million. In 2007, while targeted TDC will not change from the 50th to 75th percentile target range, the allocation of each component of compensation is apportioned to be more closely aligned with the peer group. Accordingly, we calculated Mr. Gleeson’s targeted TDC for 2007 as the sum of base salary set at approximately the 25^th percentile to the peer group, equity-based awards set at the 50^th percentile to the peer group, and incentive cash bonus set to the level that makes targeted TDC between the 50^th and 75^th percentiles, assuming 100 percent of the incentive cash bonus is earned. This compensation structure is intended to motivate and retain Mr. Gleeson, while aligning his incentives with the financial goals of management and the Board of Directors. Ventana anticipates performing a similar analysis annually to ensure the compensation of our CEO remains competitive within our rapidly evolving industry.

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In 2006, the targeted TDC for the remaining four NEOs was established between the 50^th and 75^th percentiles to the peer group. Similar to the CEO, each NEOs’ total targeted compensation consists of a base salary, a bonus, and an equity award component. The experience, responsibilities, and performance of each NEO determines the exact level of compensation relative to the other NEOs. For 2006, our second most highly compensated NEO was Hany Massarany, our Executive Vice President of Worldwide Operations, whose total targeted compensation was $1.1 million of which he earned $1.0 million. Mr. Massarany’s total compensation is higher than the other NEOs based on the relative value and impact of the position and his performance. The targeted TDC for our CFO, Nicholas Malden, was set at $832,000 of which he earned $382,000. The targeted TDC for our Senior Vice President of Global Business Operations, Timothy Johnson was set at $1.0 million of which he earned $309,000. The targeted TDC for our Senior Vice President and General Counsel, Mark Tucker was set at $721,000 of which he earned $577,000. For each NEO, the difference between the targeted TDC and the amount earned is the variance between the targeted performance measures and the performance measures achieved, which directly impacts bonus compensation. For Messrs. Johnson and Malden the difference can additionally be contributed to their receiving little or no equity awards in 2007 due to their decisions to resign from the Company. The targets and actual results of our bonus plan are discussed in the section below entitled “Compensation Components—Incentive Cash Bonus.”

In 2007, the Committee elected to focus on internal equity relative to the Chief Executive Officer rather than a solely external evaluation. In the calculation of targeted TDC for 2007, we utilized our CEO’s targeted TDC as the benchmark on which the other NEOs’ targeted TDC was based. Our guiding principle is that the differential between the compensation of the CEO and the next most highly compensated executive is generally not greater than 33 percent. This is intended to ensure that CEO compensation is reasonable compared with other senior management at the Company. As in 2006, in 2007 our second highest targeted TDC is for Hany Massarany. For 2007, Mr. Massarany’s targeted TDC is set at approximately 67 percent of the CEO’s targeted TDC. The remaining NEOs; Messrs. Malden, Johnson, and Tucker each had targeted TDC for 2007 set at generally not less than 50 percent of the CEO’s targeted TDC. Targeted TDC for Messrs. Malden, Massarany, Johnson, and Tucker were also compared against the compensation levels of equivalent positions within the industry peer group for reasonableness.

Compensation Components

The major components of our executive compensation program are the following:

•     Base Salary	•     Equity Awards
•     Incentive Cash Bonus	•     Other Compensation

Base Salary. Our goal is to provide our senior management with a level of assured cash compensation in the form of base salary commensurate with their position and accomplishments. Base salary is set based on guidelines provided by the Committee. These guidelines require that base salary at each NEO level is set toward the 25^th percentile of the peer group and generally falls within the 25^th and 50^th percentile. We believe that by leaning toward the lower end of our peer group, allows our incentive compensation targets to place more emphasis on performance-based compensation. Mr. Gleeson’s base salary in 2006 was the same as in 2005. The annual base salary increase typically granted all employees was allocated to the bonus portion of Mr. Gleeson’s total compensation for 2006. For 2007, Mr. Gleeson’s base salary was set at the lower end of the 25^th to 50^th percentile, which is consistent with the Committee’s guidelines. Mr. Gleeson has elected to freeze his base pay for 2007 and all future years he remains at the Company at $367,500 and convert all future base salary increases into equity-based awards. This conversion option is afforded only to our CEO to further align his interests with creating stockholder value while providing him flexibility in personal financial planning.

Base salaries for our other NEOs for 2006 were increased slightly over 2005 levels to a level deemed generally competitive for individuals having similar responsibilities within our peer group. Each NEOs’ base salary is determined based on various factors including: (i) number of years of service; (ii) past achievements

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relative to the other NEOs; and (iii) the Committee’s determination of the value of the NEOs’ contribution to achieving the long-term goals of the Company and its stockholders. Despite the wide range of factors influencing each NEOs’ base salary, each is evaluated for reasonableness against our peer group. For 2006, each NEOs’ base salary fell in between the 25^th and 50^th percentiles of our peer group based on their relative rank in salary to similar positions within the group. The base salaries for Messrs. Malden, Massarany, Johnson, and Tucker are included in the “Summary Compensation Table for the Year Ended December 31, 2006” on page 23 of this proxy statement. For 2007, the method for determining the base salaries for each of these NEOs was similarly evaluated for reasonableness to the peer group and adjusted as the Committee deemed appropriate.

Incentive Cash Bonus. The incentive cash bonus plan (the “Bonus Plan”) provides eligible employees with an opportunity to earn financial rewards relative to performance against established goals. Financial, strategic, and individual goals are established annually in the beginning of the year with specific levels of achievement that determine the award level to be earned. Eligibility under our Bonus Plan is reserved to those individuals that have the greatest ability to impact the Company’s success.

We believe that investors in our industry look to several key financial metrics when valuing companies. These metrics include profitability, revenue growth, and the efficiency in which capital is deployed. As a result, we heavily weight our Bonus Plan toward the achievement of one or more key financial goals. Typically, additional goals referred to as individual goals are established for non-executives who will earn a portion of their total bonus if the Company achieves the financial measures and another portion if the individual goals are achieved. Individual goals vary by employee and are typically established during performance reviews by supervisors in the beginning of each year and formally agreed to by the employee.

The Bonus Plan established for 2006 was submitted to the Committee by our CEO and was approved by the Committee on April 5, 2006. Participants may receive all or a portion of their target bonus based on achievement of corporate and individual goals, except that in the case of NEOs, including Mr. Gleeson, the annual bonus is based solely on the Company’s achievement of corporate goals. Under the 2006 Bonus Plan, the Company needed to achieve a minimum operating income level in order to trigger payments from the bonus pool. The target size of the bonus pool is predetermined when the Bonus Plan is established and the actual size of the bonus pool is set based on the actual level of operating income achieved relative to the minimum operating income goal. The actual size of the bonus pool can range from zero percent to 150 percent of the targeted pool size. The bonus pool is then allocated to eligible employees only upon achieving the corporate goals of revenue growth, profitability, and product innovation milestones. If the Company achieves at least the minimum on all three corporate goals, a portion of the bonus pool allocated is available at the level that corresponds to the corporate goal target level actually achieved. Typically corporate goals are aggressive, but attainable. While in the past two years less than 50 percent of the bonus was earned, the financial goals were established commensurate with the expectations of external stockholders and the Board of Directors. While the Committee has the power to modify the terms of our Bonus Plan throughout the periods to which they pertain they did not make any modifications pertaining to the 2006 Bonus Plan and have not made modifications to plans following their approval in the past.

During 2006, only the lowest of each of the three corporate goals was achieved and accordingly 35 percent of the bonus pool was deemed available to all eligible employees including each of the NEOs. For service in 2006, Mr. Gleeson received incentive compensation of $128,625 in the form of performance units and stock options, pursuant to a formula established by the Committee. One half of the incentive compensation value was granted as 2,040 performance units, which were granted as fully vested and will be paid out on the earlier of (i) the later of: (a) three years from date of grant, or (b) termination of employment; or (ii) upon a change of control of the Company. One half of the incentive compensation value was converted to 2,990 stock options, which were granted as fully vested upon grant, with an exercise price of $39.40, which is equal to the closing price of our common stock on the date of grant.

For 2006, Mr. Malden received $40,950, Mr. Massarany received $58,800, Mr. Johnson received $54,600, and Mr. Tucker received $32,032 in bonus in the form of cash.

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Non-executives earned the portion of their targeted bonus corresponding to the achievement of the minimum corporate goals and may have earned an additional portion of the targeted bonus for achieving their individual goals. The actual amounts earned and paid vary by individual.

Equity Awards. We believe that stock options continue to provide an important component of NEO compensation. The Company believes that these equity-based compensation awards closely align the Company’s overall performance exhibited in its stock price to the motivation of senior management. The Company and Committee also believe that an appropriate mix of cash compensation and equity-based compensation provides a benefit to the Company because equity-based compensation does not require the use of the Company’s working capital. The Company is mindful however that equity-based compensation results in expense to be recorded in accordance with Generally Accepted Accounting Principles. Historically, the primary form of equity compensation that we awarded consisted of non-qualified and incentive stock options. Stock options provide favorable accounting and tax treatments for the Company and provide a form of incentive compensation common among our peer group. In addition to stock options we have also begun the limited use of restricted share grants, which can be advantageous to the Company from a tax standpoint and use of working capital resources perspective.

Equity-based grants to NEOs and all other employees are approved by the Committee. Generally, the Committee approves equity-based grants under one of the three following cases: (i) new hire incentive compensation; (ii) periodic employee achievement awards; and (iii) annual grants to senior management. With regard to new hire grants, the Committee approves the grants at a scheduled meeting nearest the new hire’s start date. In rare instances approvals of new hire grants may occur prior to the employee starting when a signed employment letter is in hand and the amount of time between approval and start date is negligible. Employee performance grants are considered annually and recommended by managers and submitted for Committee approval at the Committee’s next scheduled meeting. With regard to annual grants made to NEOs, it is generally our practice for the Committee to establish guidelines for these grants during a January meeting. Our Human Resources Department then establishes proposed grants within these guidelines and seeks the formal approval of the Committee in the next few months thereafter. This timing was selected because it enables us to consider Ventana’s prior year performance and our compensation strategies for the new year. The awards are generally made as early as practicable in the year in order to maximize the performance focus for the coming year. Because the Committee’s schedule is determined several months in advance, we believe the proximity of any awards to earnings announcements or other market events is coincidental.

Our practice is to determine the targeted dollar amount of equity compensation that we intend to provide at the beginning of the year based on the estimated fair value of equity awards to be granted. We determine the fair value based upon the Black-Scholes valuation model utilizing employee segmentation, expected holding period, stock price volatility, expected forfeiture rate, and risk free rate assumptions.

Through December 31, 2006, stock option and restricted share awards were granted with time based vesting provisions only and do not require specific performance achievement during the vesting period in order to be earned. In the future we may include performance-based vesting provisions. All restricted share awards granted to date vest over a five year period and options vest according to a variety of schedules.

We granted our annual equity awards to each of our NEOs on February 28, 2007. Mr. Gleeson was granted 61,928 options with an exercise price of $40.25. Mr. Malden was granted 4,750 stock options with an exercise price of $40.25. Mr. Massarany was granted 43,000 stock options with an exercise price of $40.25. Mr. Tucker was granted 18,000 stock options with an exercise price of $40.25. Mr. Malden’s grant vests monthly on a pro rata basis over one year and all other NEO grants, including those to Mr. Gleeson, vest monthly on a pro rata basis over five years.

Other Compensation. In accordance with our compensation philosophy we continue to maintain modest benefits and very limited perquisites for our NEOs. The few perquisites provided to our NEOs during 2006 aggregated to less than $10,000 per NEO. Senior management also participates in Ventana’s other benefits on the

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same terms as other employees. These benefits include medical and dental insurance, life insurance, and a 15 percent discount on share purchases through our employee stock purchase program. We believe the perquisites and benefits currently offered our NEOs are consistent with, if not below, the median competitive levels for comparable companies.

Stock Ownership Requirements

The Committee has established minimum ownership of Ventana stock requirements for members of senior management to further align management’s incentives with those of stockholders. Upon reaching three years tenure with the Company, the CEO must own equity with a value equivalent to one and a half times their annual salary and at five years tenure must own equity with a value equivalent to five times their annual salary. Senior Vice Presidents must own equity with a value equal to their annual salary upon reaching three years tenure and must own three times their annual salary upon reaching five years tenure. Similarly, Vice Presidents must own equity with a value equal to one half times their annual salary upon reaching three years tenure and must own one and a half times their annual salary upon reaching five years tenure. We believe that these ownership requirements are equivalent to those required by comparable companies.

For directors, the minimum ownership policy requires that all directors hold a minimum amount of Ventana stock equal to the following: (i) $50,000 after one year of tenure; (ii) $150,000 after two years of tenure; (iii) $300,000 after three years of tenure; (iv) $400,000 after four years of tenure; and (v) $500,000 after five years of tenure. We believe these minimum holding requirements are similar to those instituted by companies among peer group.

Board of Director Compensation

Board of director compensation is based upon external data obtained from the Frederic W. Cook & Co., Inc. Director Compensation Survey and reports provided by the National Association of Corporate Directors (“NACD”). These sources indicated that for 2006 companies of our size should provide compensation to directors of approximately $100,000 per year. The NACD also stated that additional compensation of $10,000 for the audit committee chairperson and $5,000 for the compensation committee chairperson is appropriate. Ventana pays these exact recommended levels for base pay and chairperson fees. Additionally, due to the level of involvement of our current Chairman and Vice Chairman of the Board of Directors above and beyond the prescribed duties of their positions on the Board we compensate each with an additional $50,000 per year. All director fees earned are paid in the form of options unless the board member meets the ownership requirements described in the section entitled “Stock Ownership Requirements” above to receive up to 50 percent of these fees in cash and makes this election. The options received for annual fees is calculated as the number of shares equal to the quotient obtained by dividing (i) two times the amount of cash compensation to be converted into options by (ii) the average closing price of Ventana stock during the period from the prior year’s annual meeting through the last trading day before the current annual meeting. The exercise price of the option will be the closing price on the day of grant, which is the annual meeting date. These options vest pro rata in twelve equal monthly installments starting the first day of the month after the annual meeting when the award was made. Any portion of a director’s annual compensation that he or she elects to receive in cash will be paid in twelve equal monthly installments on the same days that the option vests. A director who does not satisfy the applicable minimum ownership requirement may not sell any Ventana stock, except for a “cashless” exercise of the option sufficient to pay the exercise price of the option shares and the related taxes.

A new director will receive two stock option grants upon joining the Board. The first grant, for joining the Board, will be for a number of shares equal to the quotient obtained by dividing (i) four times the amount of the directors’ current cash compensation ($100,000) by (ii) the average closing price of Ventana stock during the twelve month period ending on the last trading day before the director’s election to the Board. The exercise price of the option will be the closing price on the day of the director’s election. Forty percent of the option shares will cliff vest two years after the new director’s election to the Board and the balance will vest at the rate of 1.67 percent per month thereafter, until fully vested. The new director will also receive a grant reflecting his or her

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annual compensation as a director. The option will be for a number of shares equal to a pro rata portion of the quotient obtained by dividing (i) two times the amount of the director’s current cash compensation ($100,000) by (ii) the average closing price of Ventana stock during the twelve month period ending on the last trading day immediately before the director’s election to the Board. The exercise price of the option will be the closing price on the day of the director’s election, and the option will vest on the day of the next annual meeting of stockholders. The pro rata portion means a fraction, the numerator of which is the number of months until the next annual meeting of stockholders and the denominator of which is twelve. The Committee believes that new director grants are an important tool in recruiting and retaining qualified Board members.

Potential Payments upon Termination or Change-in-Control

Severance. We currently do not have any employment contracts or similar agreements with any of our NEOs or any other person. At the Company’s discretion, and depending on facts and circumstances, Ventana sometimes provides severance payments to terminated employees in exchange for a written release of liability and continued enforcement of nondisclosure and noncompete activity. The decision to provide a severance payment is based on a number of factors, including the reason for termination of the employee and the need for a smooth transition of employee duties. Employees terminated as a result of business down-sizing typically receive severance payments, while employees terminated for violation of the Company’s Business Conduct guidelines, or clear job performance problems do not. Severance payments and agreements are reviewed for appropriateness by our Human Resources and Legal Departments. We believe that the level of severance payments provided is below, or at the same levels as the general practice at comparable companies.

Change in Control. Our senior management and other employees have built Ventana into the enterprise that it is today, and we believe that it is important to protect them in the event of a change of control. Further, it is our belief that the interests of our stockholders will be best served if the interests of our senior management are aligned with them. Providing change of control benefits should eliminate, or at least reduce the reluctance of, senior management to pursue potential change in control transactions that may be in the best interests of stockholders. We believe that, relative to the overall value of Ventana, these potential change in control benefits would not have a significant impact on such a transaction. Change of control is generally defined as a purchase of 51 percent or more of Ventana’s stock, a merger or consolidation of the Company where 75 percent of the equity of the Company is held by another entity, or a substantial change or dissolution of the Board of Directors. In the event of a change of control, the terms of our stock option plans stipulate that several rights would be conveyed to directors, officers, and non-executive employees.

In the event of a change of control all options held by directors would be assumed, or an equivalent award be substituted by the successor corporation at the successor’s preference. All equity awards will fully vest and have the right to be exercised and to the extent that there are restrictions on restricted stock or other equity-based awards, these will lapse.

All options held by any employee would be assumed, or an equivalent award be substituted by the successor corporation, at the successor’s discretion. In the event that the successor corporation refuses to assume or substitute for the equity award, the award would fully vest and become exercisable. In addition, for all executive officers that are terminated within a 24 month period from the change of control date their equity awards would fully vest and become exercisable. Options held by the CEO and CFO would fully vest and become exercisable in the event of a change of control.

In addition, all employees terminated as a result of a change in control would be entitled to receive any benefits that they would have been otherwise entitled to receive under our 401(k) plan, although these benefits are not accelerated or increased. These employees would also be entitled to severance according to Company practice as described under the sub-section entitled “Severance” above. We believe that these levels of benefits are consistent with general practice among our peers.

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The table below conveys the impact of accelerating all outstanding options for each of our NEOs assuming a hypothetical change of control occurring as of December 31, 2006. The “Number of Unvested Options Outstanding” column contains the number of options held by each NEO as of December 31, 2006 which are not vested and would vest under the provisions of our change of control policy. The “Intrinsic Value if Exercised” column is the total number of unvested options outstanding multiplied by our stock price of $43.03 as of December 31, 2006.

Change of Control Benefits as of December 31, 2006

Name and Principal Position	Unvested Options Outstanding (#)	Intrinsic Value if Exercised ($)
Christopher Gleeson President, Chief Executive Officer, and Director	41,982	1,806,485
Nicholas Malden Senior Vice President, Chief Financial Officer, and Corporate Secretary	19,681	846,873
Hany Massarany Executive Vice President, Worldwide Operations	25,932	1,115,854
Timothy Johnson Senior Vice President, Global Business Services	24,717	1,063,573
Mark Tucker Senior Vice President, General Counsel	—	—

Taxation Considerations

We have considered the potential impact of Section 162(m) of the Internal Revenue Code adopted under the Federal Revenue Reconciliation Act of 1993. Section 162(m) disallows a tax deduction for publicly held corporations for individual compensation exceeding $1.0 million in any taxable year for the NEOs, unless compensation is performance-based. The compensation paid to each of our NEOs is beneath the $1.0 million threshold. And, we believe any options granted under our stock option plans will meet the requirement as performance-based compensation under the transition provisions provided in the regulations under Section 162(m). Therefore, we believe Section 162(m) will not reduce available tax deductions.

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COMPENSATION OF EXECUTIVES

Summary Compensation

The following table sets forth all compensation paid or earned for service during 2006 to our Chief Executive Officer, Chief Financial Officer, and three most highly compensated executive officers.

Summary Compensation Table for the Year Ended December 31, 2006

Name and Principal Position	Year	Salary(1) ($)	Stock Awards ($)		Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
Christopher Gleeson President, Chief Executive Officer, and Director	2006	367,500	—		447,064	—	2,963	817,527
Nicholas Malden Senior Vice President, Chief Financial Officer, and Corporate Secretary	2006	257,308	—		145,774	40,950	—	444,032
Hany Massarany Executive Vice President, Worldwide Operations	2006	273,269	—		223,094	58,800	—	555,163
Timothy Johnson Senior Vice President, Global Business Services	2006	254,481	—		243,428	54,600	—	552,509
Mark Tucker Senior Vice President, General Counsel	2006	226,431	89,784	(5)	—	32,032	—	348,247

⁽¹⁾ Base salary includes cash compensation none of which was deferred or converted to equity in lieu of cash.

⁽²⁾ The “Option Awards” column contains the compensation expense recorded for the year ended 12/31/2006 associated with options held by each NEO.

⁽³⁾ The “Non-Equity Incentive Plan Compensation” column includes the cash compensation earned by each NEO pursuant to meeting the criteria under the 2006 Bonus Plan approved on April 5, 2006 for performance during 2006. These awards were paid in March of 2007.

⁽⁴⁾ The “All Other Compensation” column includes perquisites that are not individually disclosed and quantified in this footnote as they aggregate to less than $10,000 per NEO.

⁽⁵⁾ This stock award is for the compensation expense incurred during 2006 associated with the 11,000 restricted shares granted to Mr. Tucker upon his hiring in 2005. These restricted shares are five year cliff vesting.

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Grants of Plan-Based Awards

2006 Bonus Plan. The 2006 Bonus Plan provides for a cash bonus to be earned by each of our executives named in the “Summary Compensation Table for the Year Ended December 31, 2006” on page 23 upon achieving the stated corporate goals. The potential cash bonuses for fiscal year 2006 to be paid in 2007 at target and maximum performance levels are set forth in the table below.

2005 Equity Plan. The 2005 Equity Plan provides for equity-based compensation to be granted to employees. The numbers of options granted, grant dates, and exercise prices of stock option awards to each of our executives named in the “Summary Compensation Table for the Year Ended December 31, 2006” on page 23 under this plan are set forth in the table below.

Grants Under the 2006 Bonus Plan and the 2005 Equity Plan for the Year Ended December 31, 2006

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards (3) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Christopher Gleeson	4/5/2006 3/2/2007 3/2/2007 2/28/2007	— — —	367,500 —   —	551,250 —   —	(1)	2,040	(1)	2,990 61,928	(1)	39.40 40.25	(1)	60,071 80,376 1,271,227	(1) (1)
Nicholas Malden	4/5/2006 2/28/2007	—	117,000	175,500	(2)			4,750		40.25		84,123
Hany Massarany	4/5/2006 2/28/2007	—	168,000	252,000	(2)			43,000		40.25		761,530
Timothy Johnson	4/5/2006	—	156,000	234,000	(2)
Mark Tucker	4/5/2006 2/28/2007	—	91,520	137,280	(2)			18,000		40.25		318,780

⁽¹⁾ Mr. Gleeson elected to receive a performance unit grant equal to 50 percent of the notional value of the bonus of $128,625 earned for 2006 times 1.25 and stock options equal to 50 percent of this notional value times two and divided by the average closing price of the Company’s stock for the 365 days preceding the date of grant of $43.03. The performance units were granted fully vested and the award will be settled on the earlier of (i) the later of: (a) three years from date of grant, or (b) termination of employment; or (ii) upon a change of control of the company. The options were granted fully vested.

⁽²⁾ The bonus earned for service during 2006 and paid in 2007 to Messrs. Malden, Massarany, Johnson, and Tucker was paid in cash.

⁽³⁾ The “Grant Date Fair Value of Stock and Option Awards” column contains the grant date fair value as determined for financial reporting purposes under SFAS 123(R).

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Outstanding Equity Awards

The following tables set forth option and restricted share equity awards outstanding as of December 31, 2006 to the officers named in the “Summary Compensation Table for the Year Ended December 31, 2006” on page 23.

Outstanding Equity Awards at December 31, 2006

	Option Awards					Stock Awards
	Number of Securities Underlying Unexercised Options			Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested(1) ($)
Name	Exercisable (#)	Unexercisable (#)
Christopher Gleeson	5,728	—		8.94	1/26/2009
	29,098	—		8.75	4/12/2009
	32,000	—		11.75	1/1/2010
	9,250	—		11.75	1/24/2010
	—	1,166	(2)	10.06	1/22/2012
	68,834	—		10.06	1/22/2012
	20,000	—		10.06	1/22/2012
	32,854	—		10.12	1/27/2013
	57,184	5,878	(3)	10.12	1/27/2013
	—	9,938	(3)	10.12	1/27/2013
	35,000	25,000	(4)	22.37	1/26/2014
	84,934	—		22.37	1/26/2014
	10,000	—		33.73	12/28/2014
	10,000	—		35.42	12/28/2014
	10,000	—		37.19	12/28/2014
	10,000	—		39.05	12/28/2014
	10,000	—		41.00	12/28/2014
	11,000	—		42.41	12/15/2015
	11,000	—		44.43	12/15/2015
	11,000	—		46.45	12/15/2015
	11,000	—		48.47	12/15/2015
	11,000	—		50.49	12/15/2015
	1,801	—		35.95	3/3/2016
						1,230	(5)	52,927
Nicholas Malden	35,726	—		10.00	7/24/2010
	7,955	517	(2)	10.06	1/22/2012
	3,771	6,664	(3)	10.12	1/27/2013
	2,295	—		10.12	1/27/2013
	17,500	6,307	(4)	22.37	1/26/2014
	—	6,193	(4)	22.37	1/26/2014
	12,764	—		22.37	1/26/2014
	5,000	—		33.73	12/28/2014
	5,000	—		35.42	12/28/2014
	5,000	—		37.19	12/28/2014
	5,000	—		39.05	12/28/2014
	5,000	—		41.00	12/28/2014
	4,000	—		42.41	12/15/2015
	4,000	—		44.43	12/15/2015
	4,000	—		46.45	12/15/2015
	4,000	—		48.47	12/15/2015
	4,000	—		50.49	12/15/2015

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Outstanding Equity Awards at December 31, 2006 (Continued)

	Option Awards					Stock Awards
	Number of Securities Underlying Unexercised Options			Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested(1) ($)
Name	Exercisable (#)	Unexercisable (#)
Hany Massarany	10,955	—		12.25	1/24/2010
	7,982	—		10.06	1/22/2012
	21,540	600	(2)	10.06	1/22/2012
	3,957	—		10.12	1/27/2013
	8,172	8,666	(3)	10.12	1/27/2013
	23,334	11,252	(4)	22.37	1/26/2014
	—	5,414	(4)	22.37	1/26/2014
	15,292	—		22.37	1/26/2014
	6,200	—		33.73	12/28/2014
	6,200	—		35.42	12/28/2014
	6,200	—		37.19	12/28/2014
	6,200	—		39.05	12/28/2014
	6,200	—		41.00	12/28/2014
	7,000	—		42.41	12/15/2015
	7,000	—		44.43	12/15/2015
	7,000	—		46.45	12/15/2015
	7,000	—		48.47	12/15/2015
	7,000	—		50.49	12/15/2015
Timothy Johnson	—	334	(2)	10.06	1/22/2012
	167	—		10.06	1/22/2012
	343	—		10.06	1/22/2012
	1,657	1,000	(2)	10.06	1/22/2012
	1,033	6,717	(3)	10.12	1/27/2013
	—	9,006	(4)	22.37	1/26/2014
	1,333	7,660	(4)	22.37	1/26/2014
	5,500	—		44.43	12/15/2015
	5,500	—		46.45	12/15/2015
	5,500	—		48.47	12/15/2015
	5,500	—		50.49	12/15/2015
Mark Tucker	3,600	—		42.41	12/15/2015
	3,600	—		44.43	12/15/2015
	3,600	—		46.45	12/15/2015
	3,600	—		48.47	12/15/2015
	3,600	—		50.49	12/15/2015
						11,000	(6)	473,330

⁽¹⁾ The “Market Value of Shares of Stock That Have Not Vested” column is calculated using the closing stock price of Ventana’s common stock on December 31, 2006 of $43.03 multiplied by the number of shares issuable upon vesting of the restricted stock award.

⁽²⁾ Options granted in January 2002 vest over five years, four fifths of these options were vested as of December 31, 2006 and the remaining one fifth vested on January 22, 2007.

⁽³⁾ Options granted in January 2003 vest over five years, three fifths of these options were vested as of December 31, 2006, one fifth vested on January 27, 2007, and one fifth will vest on January 27, 2008.

⁽⁴⁾ Options granted in January 2004 vest over a five years, two fifths of these options were vested as of December 31, 2006, one fifth vested on January 26, 2007, and two fifths will vest one fifth on January 26, 2008 and one fifth on January 26, 2009.

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⁽⁵⁾ This outstanding restricted stock award will be settled on the earlier of i) the later of: a) three years from the date of grant or March 3, 2009, or b) termination of employment; or ii) upon change of control.

⁽⁶⁾ This outstanding restricted stock award fully vests on 12/15/2010 pursuant to the five year cliff vesting provisions of the grant. If the executive terminates employment with Ventana before 12/15/2010 all shares shall be forfeited.

Option Exercises and Stock Vested

The following table sets forth information concerning option exercises during 2006 and the restricted share awards which vested as of December 31, 2006, by the officers named in the “Summary Compensation Table for the Year Ended December 31, 2006” on page 23.

Option Exercise and Stock Vested for 2006

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
Christopher Gleeson	100,598	3,572,701	—	—
Nicholas Malden	62,313	2,209,733	—	—
Hany Massarany	50,000	1,778,372	—	—
Timothy Johnson	112,124	2,698,630	—	—
Mark Tucker	—	—	—	—

⁽¹⁾ The “Value Realized on Exercise” column under the “Option Awards” section is calculated as the difference between the exercise price and the market price on the day of exercise multiplied by the number of shares acquired upon exercise.

⁽²⁾ The “Value Realized on Vesting” column under the “Restricted Share Awards” column is the aggregate dollar value realized upon vesting of the award, calculated as the number of shares acquired upon vesting multiplied by the ending market price per share on that day.

COMPENSATION OF DIRECTORS

For service in 2006 board members received a number of options in December 2005 equal to the result obtained by multiplying their annual retainer of $100,000 by four and then dividing by the preceding twelve month average closing stock price. These fully vested options were granted on December 15, 2005 at an exercise price set at a five percent premium over the stock price on the grant date. For their service on the Board of Directors as Chairman and Vice Chairman, respectively, Jack Schuler and John Patience each received an additional $50,000 retainer. For his service on the Board of Directors as Chairman of the Audit Committee, Rod Dammeyer received an additional $10,000 retainer. James Weersing received an additional $5,000 retainer for serving as the Chairman of the Compensation Committee. All of these additional retainers were also converted to options pursuant to the formula discussed above. Directors who are employees of Ventana Medical Systems, Inc. are not separately compensated for their service as a Board member. These options were granted to retain the service of the Board members for 2006 and as a result of being granted fully vested during the 2005 fiscal year no compensation expense was recorded during 2006 associated with these grants consistent with the accounting required under SFAS 123(R). Additionally, no other compensation was paid to Board members during 2006.

As of December 31, 2006 each director had the following number of options outstanding: Thomas Brown 43,531; Rod Dammeyer 32,411; Edward Giles 111,141; Christopher Gleeson 523,665; Thomas Grogan 191,347; Mark Miller 124,141; John Patience 752,083; Jack Schuler 558,083; and James Weersing 76,626.

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