<PAGE>


                                                                 Exhibit 10.1(b)

                         FORM OF ATHENA DIAGNOSTICS INC.

                                       and

                             ELAN MANAGEMENT LIMITED

                     AMENDED AND RESTATED SERVICES AGREEMENT

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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
1.   Definitions............................................................1


2.   Provision of Services..................................................2

     2.1    Services........................................................2
     2.2    Standard of Services............................................2
     2.3    Pricing.........................................................2
     2.4    Payment.........................................................2
     2.5    Authority.......................................................3
     2.6    Independent Contractor..........................................3
     2.7    No Property Transferred.........................................3
     2.8    Other Agreements................................................3
     2.9    Financial Information; Audit....................................3
     2.10   Liability.......................................................4
     2.11   Force Majeure...................................................4


3.   Term of Agreement......................................................4


4.   Confidentiality........................................................5


5.   General................................................................6

     5.1    Assignment and Binding Effect...................................6
     5.2    Notices.........................................................7
     5.3    Law.............................................................7
     5.4    Submission to Jurisdiction......................................7
     5.5    Parties in Interest.............................................8
     5.6    Headings........................................................8
     5.7    Entire Agreement:  Amendment:  Severability.....................8
     5.8    Waiver and Compliance...........................................8
     5.9    Counterparts....................................................8


SCHEDULE I TO THE SERVICES AGREEMENT
  TAX AND LEGAL SERVICES....................................................1
  RISK MANAGEMENT SERVICES..................................................1
  401(k) PLAN...............................................................1


SCHEDULE II TO THE SERVICES AGREEMENT
  COSTING OF SERVICES.......................................................3
</TABLE>


                                      -i-

<PAGE>


                     AMENDED AND RESTATED SERVICES AGREEMENT

Amended and Restated Services Agreement (this "Agreement"), dated as of January
[ ], 2002, by and between Athena Diagnostics, Inc. ("Athena"), a Delaware
Corporation, and Elan Management Limited, a limited company, with its registered
office at Lincoln House, Lincoln Place, Dublin 2, Ireland (hereinafter referred
to as "Elan Management")

WHEREAS, Athena obtains various corporate, administrative and other services
from Elan Management, pursuant to a Management Services Agreement dated as of
May 18, 1999 between Athena and Elan Management (the "Old Agreement"); and

WHEREAS, Athena is considering an initial public offering of its common stock
("IPO"); and

WHEREAS, following the closing of the IPO, Athena desires to continue to obtain
certain services from Elan Management and or Affiliates of Elan Management
(together as such ("the Provider")) and the Provider desires to continue to
provide or have provided such services; and

WHEREAS, the parties hereto now desire to amend the Old Agreement as provided
herein in accordance with Section 5.7 of the Old Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements and representations and warranties herein contained, and for other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

1.   Definitions

     The following terms shall have the following meanings:

     "Affiliate"                shall mean, with respect to any
                                specified person, any other person
                                who directly or indirectly through
                                one or more intermediaries controls,
                                is controlled by or is under common
                                control with, such specified person;

     "Bills of Costs"           shall have the meaning provided in Clause 2.4.1;

     "Effective Date"           shall mean the closing date of the IPO; and



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                                      -2-



     "Services"                 shall mean the services listed on
                                Schedule I hereto as amended in
                                writing from time to time.

2.   Provision of Services

2.1  Services
     --------

     The Provider shall provide, or arrange for the provision, to Athena the
     Services listed on Schedule I hereof as the parties hereto shall agree may
     be reasonably necessary. The Provider may subcontract the performance of
     any of the Services to third parties; provided that in such event, the
     Provider shall remain responsible for ensuring that the Services are
     provided to the standard set forth in Clause 2.2 and, unless otherwise
     agreed, shall pay any such contractor for such services, subject to
     reimbursement by Athena pursuant to the terms of this Agreement.

2.2  Standard of Services
     --------------------

     The Provider undertakes to Athena that the Services to be provided
     hereunder will be performed in conformance with good commercial practice.

2.3  Pricing
     -------

     The Services to be provided or arranged for hereunder shall be provided for
     a quarterly fee equal to the Fully Allocated Cost of such Services (as more
     fully described in Schedule 2) plus a 5% mark-up based on such costs (the
     "Fee"').

     The price of any services provided by any party unrelated to the Provider
     shall be the invoiced cost of such service.

2.4  Payment
     -------

         2.4.1    On or before the last day of each quarter, the Provider shall
                  deliver to Athena a bill (a "Bill of Costs") in respect of the
                  Fee to be paid in connection with the provision of Services
                  during the immediately preceding quarter, specifying, in
                  reasonable detail, the components of Fully Allocated Cost, the
                  category of the Services and the mark-up charged where
                  applicable.

         2.4.2    As soon as practicable and, in any event, unless otherwise
                  agreed, within thirty days of receipt of a Bill of Costs,
                  Athena shall pay the Provider, in such manner and to such
                  account as the Provider may reasonably request, the amount of
                  the Fee shown by such Bill of Costs to be due to the Provider.


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                                      -3-

2.5      Authority
         ---------

         Athena hereby authorizes the Provider, or subcontractors performing
         Services in accordance with this Agreement, to do all such things in
         the name, or for the account, of Athena as may be necessary or
         desirable for, or incidental to, the performance of the Services
         hereunder; provided, however, that, for the avoidance of doubt, the
         Provider shall not, and shall use its reasonable commercial efforts to
         ensure that such subcontractors do not, without the authority of
         Athena, enter into any negotiations or contracts that bind Athena in
         any way.

2.6      Independent Contractor
         ----------------------

         The Provider is an independent contractor and when its employees act
         under the terms of this Agreement, they shall be deemed at all times to
         be under the supervision and responsibility of the Provider. Nothing
         contained in this Agreement shall be construed by the parties hereto,
         or by any third party, as constituting any of the parties hereto as
         principal and agent, partners or joint venturers, or to be in any other
         trust, fiduciary or confidential relationship, nor shall anything
         herein render the Provider liable for the debts or obligations of
         Athena or Athena liable for the debts or obligations of the Provider,
         it being understood and agreed that the only relationship among the
         parties hereto under this Agreement is one of independent contractors.

2.7      No Property Transferred.
         -----------------------

         This Agreement solely relates to the provision of services. No tangible
         personal property of any party hereto shall be under the control or
         possession of, or transferred to, the other party as a result of this
         Agreement, except as expressly provided herein.

2.8      Other Agreements.
         ----------------

         From time to time, Athena may find it necessary or desirable either to
         enter into agreements covering services of the type contemplated by
         this Agreement to be provided by parties other than the Provider or to
         enter into other agreements covering functions to be performed by the
         Provider hereunder. Nothing in this Agreement shall be deemed to limit
         in any way the right of Athena to acquire such services from others or
         to enter into such other agreements.

2.9      Financial Information; Audit
         ----------------------------

         To the extent practicable, the Provider agrees to maintain such books,
         accounts and records as may be necessary to determine the rights of the
         Provider to payment of the

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                                      -4-

         Fee hereunder and to allow Athena reasonable access during normal
         business hours to such books, accounts and records.

2.10     Liability
         ---------

         The Provider shall not have any liability whatsover to Athena for any
         error, act or omission in connection with provision of services to be
         rendered hereunder unless any such error, act or omission arises out of
         the Provider's gross negligence or willful misconduct.

2.11     Force Majeure
         -------------

         Neither the Provider nor Athena shall be liable to the other on account
         of any failure to perform or on account of any delay in performance of
         any obligation under this Agreement if and to the extent that such
         failure or delay shall be due to a cause beyond the control of the
         relevant party or, in the case of the Provider, the Provider's
         subcontractors, if any, and which, by the exercise of reasonable
         diligence and care, such party or subcontractor, as the case may be,
         could not reasonably have been expected to avoid.

3.       Term of Agreement

3.1      The term of this Agreement shall commence upon the date of closing of
         the IPO and shall continue in full force and effect for a period ending
         nine months from the date hereof (the "Initial Term"). This Agreement
         will automatically be renewed for successive six-month periods
         beginning on the first day following the Initial Term and every
         anniversary thereof (each, a "Renewal Date") unless and until either
         party hereto gives written notice not less than sixty (60) days, prior
         to any Renewal Date, that it wishes to terminate this Agreement or any
         portion thereof as of such Renewal Date, in which case this Agreement
         or such portion thereof will terminate on such Renewal Date.

3.2      The Provider shall be able to terminate this Agreement or any portion
         thereof upon sixty (60) days prior written notice if Elan
         Pharmaceuticals, Inc. (an indirect, wholly owned subsidiary or Elan
         Corporation, plc, a corporation that also indirectly wholly owns Elan
         Management) or one of its Affiliates ceases to beneficially own at
         least 51% of the outstanding voting stock of Athena.

3.3      If either the Provider or Athena fails to pay or commits another
         material breach of the terms and conditions of this Agreement, and
         fails to remedy the same (where such breach or failure is capable of
         remedy) within thirty (30) days, in the case of a breach based upon the
         failure to pay money owed hereunder, and in all other cases, within

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                                      -5-


         ninety (90) days from the date of notice given by the party who has
         suffered the nonpayment or other breach requiring remedy, then such
         party may terminate this Agreement.

3.4      Upon termination of this Agreement:

         3.4.1    unless termination of this Agreement is the result of a breach
                  by a party hereto, none of the parties shall have any
                  liability resulting from such termination;

         3.4.2    the provisions of Clause 4, "Confidentiality", herein shall
                  remain effective and binding on each Party hereto; and

         3.4.3    no liability shall attach to any party for loss of goodwill or
                  consequential damages, including loss of profit.

4.       Confidentiality

4.1      Protection of Confidential Information. Each of the Provider and Athena
         --------------------------------------
         understands and agrees that in the performance of this Agreement, it
         may have access to private or confidential information of the other
         parties, including, without limitation, financial information, business
         plans, technical information and identities of customers and clients,
         that is designated as confidential by the disclosing party in writing
         or otherwise prior to or at the time it is disclosed to the other party
         or parties or that, based upon the nature of the information or the
         circumstances surrounding its disclosure, ought to be treated as
         confidential ("Confidential Information"). Each of the Provider and
         Athena agrees that the terms of this Agreement, including, without
         limitation, its financial terms, shall also be deemed Confidential
         Information. Each party hereto agrees that (i) all Confidential
         Information shall remain the exclusive property of the owner thereof,
         (ii) it shall maintain, and shall use all reasonable commercial efforts
         to cause its employees and agents to maintain, the confidentiality and
         secrecy of the Confidential Information and (iii) it shall not, and
         shall use all commercially reasonable efforts to ensure that its
         employees and agents do not, copy, publish, disclose to any other
         Person or use the Confidential Information, except pursuant to the
         terms of this Agreement. Each party agrees that Confidential
         Information shall not include information that is (i) in the public
         domain through no fault of the receiving party, (ii) rightfully
         received from a third party without any obligation of confidentiality
         or (iii) disclosed in response to a valid order by a court or other
         governmental agency or body or as otherwise required by law (provided
         that the party so disclosing has provided the other parties with prompt
         notice of such order or requirement in order to enable the other
         parties to seek an appropriate protective order or other remedy, to
         take

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                                      -6-

         steps to resist or narrow the scope of such order or requirement, or to
         waive compliance, in whole or in part, with the terms of this Section
         4.1.

4.2      Publicity. Each party hereto agrees that it shall not issue any press
         ---------
         release or make any other public disclosure relating to this Agreement,
         its terms, conditions or existence, including, but not limited to, any
         disclosure to its shareholders, customers or vendors, without the prior
         written consent of the other parties, which consent may not be
         unreasonably withheld. Each party agrees to give the other party the
         reasonable opportunity to review and reasonably revise the text of any
         such press release or public disclosure at least three business days
         prior to the issuance thereof (or as promptly as possible in the event
         three business days is not practicable).

4.3      Upon any termination of this Agreement, each party hereto will
         redeliver all original documents, work papers and other material of any
         other party, specifically requested to be returned by a party in
         writing, relating to the transactions contemplated hereby, whether so
         obtained before or after the execution hereof, to the party furnishing
         the same.

5.       General

5.1      Assignment and Binding Effect
         -----------------------------

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective successors and permitted assigns.
         Except as otherwise provided herein, no party hereto may assign this
         Agreement, or its rights and obligations hereunder, in whole or in
         part, without the other parties' prior written consent. Any attempt to
         assign this Agreement without such consent shall be void and of no
         effect. Notwithstanding the foregoing, each party hereto may assign
         this Agreement or any of its rights and obligations hereunder to any
         entity that acquires it by purchase of stock or by merger or otherwise,
         or by obtaining substantially all of its assets and Elan may assign
         this Agreement or any of its rights and obligations hereunder to any
         person, legal entity or other group who, directly or through one or
         more intermediaries controls, or is controlled by, or is under common
         control with, the Provider (other than Athena) (a "Permitted
         Assignee"); provided, however, that any such Permitted Assignee, by
         written agreement succeeds to all of the rights and is subject to all
         of the obligations of the assigning party under this Agreement. Upon
         presentment of such a written document to Athena, the assigning party's
         obligations hereunder shall be deemed novated.



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                                      -7-


5.2      Notices
         -------

         All notices, demands, requests and other communications required or
         permitted to be given hereunder shall be in writing and deemed duly
         given on the date delivered by hand, mailed by registered or certified
         mail, postage prepaid, or by overnight courier or by facsimile
         transmission, the receipt of which is confirmed by telephone, to the
         respective Parties at the following addresses (or at such other address
         for a Party as shall be specified by like notice):

          if to Athena:                         Athena Diagnostics Inc.
                                                Four Biotech Park
                                                377 Plantation Street
                                                Worcester
                                                MA 01605
                                                USA
                                                Attention of Company Secretary

          if to the Provider:                   Elan Management Limited
                                                Lincoln House
                                                Lincoln Place
                                                Dublin 2
                                                Attention of Company Secretary

5.3      Law
         ---

         This Agreement shall be governed by and construed in accordance with
         the internal laws of the State of New York applicable to agreements
         made and to be performed entirely within the State of New York, without
         regard to the conflicts of law principles of such state.

5.4      Submission to Jurisdiction
         --------------------------

         Each of the parties hereto irrevocably submits to the exclusive
         jurisdiction of (i) the Supreme Court of the State of New York, New
         York County, and (ii) the United States District Court for the Southern
         District of New York, for the purposes of any suit, action or other
         proceeding arising out of this Agreement or any transaction
         contemplated hereby. The parties hereto agree to commence any such
         action, suit or proceeding either in the United States District Court
         for the Southern District of New York or, if such suit, action or other
         proceeding may not be brought in such court for jurisdictional reasons,
         in the Supreme Court of the State of New York, New York County.


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                                      -8-


5.5      Parties in Interest
         -------------------

         Nothing in this Agreement, express or implied, is intended or shall be
         construed to confer upon or give to any Person other than the parties
         hereto any rights, benefits or remedies of any nature whatsoever under
         or by reason of this Agreement, all of which shall be for the sole and
         exclusive benefit of the Parties.

5.6      Headings
         --------

         The headings of the Clauses of this Agreement are inserted as a matter
         of convenience and for reference purposes only, and shall not affect in
         any way the meaning of interpretation of this Agreement.

5.7      Entire Agreement; Amendment; Severability
         -----------------------------------------

         5.7.1    This Agreement (including the Schedules hereto) represents the
                  entire understanding and agreement between the Parties with
                  respect to the subject matter hereof. This Agreement may be
                  amended, modified, supplemented, extended, terminated (except
                  as provided in Clause 3 hereof), discharged or changed only by
                  an agreement in writing that makes specific reference to this
                  Section and that is signed by each of the parties hereto.

         5.7.2    If and to the extent that any court of competent jurisdiction
                  holds any provision (or any part thereof) of this Agreement to
                  be invalid or unenforceable, such holding shall in no way
                  affect the validity of the remainder of this Agreement.

5.8      Waiver and Compliance
         ---------------------

         Any failure of Athena or the Provider to comply with any obligation,
         covenant, agreement or condition herein contained may be expressly
         waived, in writing only, by the party suffering such failure and such
         waiver shall be effective only in the specific instance and for the
         specific purpose for which made or given.

5.9      Counterparts
         ------------

This Agreement may be executed in counterparts, and by different parties on
separate or the same counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.


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                                      -9-



IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed in its name and on its behalf, as of the date first above written.

ATHENA DIAGNOSTICS INC.


By:
    -------------------------------------
    Name:
    Title:


ELAN MANAGEMENT LIMITED


By:
    -------------------------------------
    Name:
    Title:


<PAGE>



                      SCHEDULE I TO THE SERVICES AGREEMENT

                             TAX AND LEGAL SERVICES

         (i) Tax Services. The Provider shall provide Athena with, or arrange
             ------------
the provision of, tax compliance, tax advice and other tax related services,
including: preparation and filing of all federal income tax returns; preparation
and filing of all state and local income tax returns and compliance with
applicable state and local tax laws, rules and regulations (except for
sales/use, property and payroll taxes); financial accounting for income taxes;
supervision of all federal, state and local tax audits, protests, administrative
proceedings and litigation; preparation and submission of all tax ruling
requests; and rendering and obtaining all tax opinions.


         (ii) Legal Services. The Provider shall provide Athena with, or arrange
              --------------
the provision of, legal assistance and advice with respect to, among other
things, general corporate matters, maintenance of corporate records, contracts,
intellectual property, labor and stock option matters arising out of option
issuances under Elan Corporation, plc plans; provided, however, that in the
event that either the Provider, on the one hand, or Athena, on the other hand,
notifies the other party of its reasonable belief that an actual or potential
conflict of interest exists between such parties with respect to a legal matter,
Athena shall, at its own expense, procure separate outside legal counsel to
represent it in connection with such matter.


                            RISK MANAGEMENT SERVICES


         (i) Description of Business Insurance Coverage extended by the Provider
             -------------------------------------------------------------------
to Athena. The Provider will provide Athena with, or arrange for the provision
---------
of, insurance coverages against certain risks and in amounts of coverage
consistent with current coverages or as otherwise may be mutually agreed upon.


         (ii) Extent of Coverages. The Provider and Athena shall in good faith
              -------------------
determine the amount of the above coverages that are appropriate for Athena
based on past practice.


                                   401(k) PLAN


         (i) Description of Employee Benefit Coverage. The Provider will provide
             ----------------------------------------
Athena employees with the ability to continue participating in the Elan
Pharmaceuticals, Inc. 401(k) Plan in accordance with the terms thereof and on
terms and conditions offered such other Elan participants; provided, however,
that at such time as Elan Corporation, plc or its Affiliates

<PAGE>

                                      -2-


cease to beneficially own at least 50% of the outstanding voting stock of
Athena, the Provider may terminate provision of such plan participation.



<PAGE>


                      SCHEDULE II TO THE SERVICES AGREEMENT

                               COSTING OF SERVICES
                               -------------------


The Fully Allocated Cost of the Services shall be calculated as follows:


1.       Direct Costs - the total of any costs by the Provider in respect of the
         ------------
         provision of the Services directly attributable to the business of
         Athena, plus


2.       Indirect Costs - an appropriate allocation of the costs incurred by the
         --------------
         Provider in respect of the provision of the Services where such costs
         are not attributable as direct costs but which are supportive of, and
         necessary in, the rendering of such services.