Exhibit 10.55


 


PROFESSIONAL SERVICES
AGREEMENT


 


by and between


 


CLARIENT DIAGNOSTIC
SERVICES, INC. (“Lab”)


 


and


 


CLARIENT PATHOLOGY
SERVICES, INC. (“Group”)


 

















 


PROFESSIONAL SERVICES
AGREEMENT


 


This
PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is
entered into as of July 1, 2008 (the “Execution Date”),
by and between CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation (“Lab”), and CLARIENT PATHOLOGY SERVICES, INC., a California
professional corporation (“Group”).  Lab and Group are sometimes referred to in
this Agreement as a “Party” or,
collectively, as the “Parties.”


 


RECITALS


 


A.            Group provides medical services
including, without limitation, the professional component of specialty
pathology services and related activities.


 


B.            Lab
is a clinical laboratory licensed under the Federal Clinical Laboratory
Improvement Amendments of 1988 and by the State of California, and desires to
access the Services in connection with its provision of the technical component
of certain specialty pathology services.


 


C.            Group is a professional corporation
organized under the laws of the State of California, consisting of employees
and contractors (collectively, “Group Physicians” and
each, a “Group Physician”), each of whom is a
physician duly licensed and qualified to practice medicine in the State of
California.  Each Group Physician is
board certified for the practice of medicine in the specialty of pathology (the
“Specialty”).


 


D.            Clarient, Inc., the sole
shareholder of Lab, (the “Manager”), and
Group have entered into a Management Services Agreement, dated as of July 1,
2008 (the “MSA”), and Manager has agreed to
perform management services under the MSA in consideration of Group providing
Services (as defined below) under this Agreement.


 


E.             Lab and Group desire that Group
provides professional Specialty procedures, on the terms and conditions
described herein.


 


AGREEMENT


 


THE
PARTIES AGREE AS FOLLOWS:


 


ARTICLE
I.

GROUP’S OBLIGATIONS


 


1.1          Professional Services.  Group shall provide the professional services
set forth in Exhibit 1.1 (the “Professional Services”), upon the terms and subject to the
conditions set forth in this Agreement.


 


1.2          Additional Services.  Group shall provide to Lab those additional
services set forth in Exhibit 1.2
(the “Additional Services”), upon the terms
and subject to the conditions 


 


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set forth in this Agreement.  The
Professional Services and the Additional Services are sometimes referred to
collectively in this Agreement as the “Services.”


 


1.3          Qualifications. 
Each Group Physician shall be duly licensed and
qualified to practice medicine in the State of California.  Each Group Physician shall be board certified
in the Specialty.  A Group Physician
shall, when applicable, initiate the process of becoming board certified no
later than the Effective Date or the date on which the Group Physician joined
Group, whichever is the later to occur. 
The Group Physician shall actively and diligently pursue completion of
this process throughout the term of this Agreement and exercise his or her best
efforts to complete this process and become board certified at the earliest
date reasonably possible.  Group hereby
represents that all Group Physicians providing Professional Services as of the
Effective Date of this Agreement are board certified.


 


1.4          Lab Staffing. 
Group shall ensure staffing of the Lab by qualified
Group Physicians at the minimum staffing levels and in accordance with the
staffing patterns set forth in Exhibit 1.4.  Group shall adjust such staffing levels
and/or staffing patterns, as requested by Lab from time to time, after
consultation with Group, to be reasonably necessary and appropriate for the
provision of the Professional Services and the operation of the Lab.


 


1.5          Performance Standards.  Group and each Group
Physician shall, as applicable


 


(a)           comply with all
policies, rules and regulations of Lab;


 


(b)           participate in
continuing education as necessary to maintain licensure, professional
competence and skills commensurate with the standards of the medical community
and as otherwise required by the medical profession; and


 


(c)           comply with all
applicable standards and recommendations of The Joint Commission or other
applicable accreditation and regulatory bodies.


 


1.6          Notification of Certain Events.  Group shall notify Lab in
writing within twenty-four (24) hours after Group or any Group Physician is
debarred, suspended, excluded or otherwise ineligible to participate in any
federal or state health care program.


 


1.7          Patient Reports. 
Group shall prepare and deliver to Lab for safekeeping
a complete report for each patient which complies both as to form and
timeliness with the established requirements of Lab.  Group and Lab shall cooperate mutually in the
completion of claim forms as may be required by insurance carriers or others
responsible for reimbursement.


 


ARTICLE
II.

DUTIES OF LAB


 


2.1          Staff.  Lab
shall, at its own expense, provide the services of licensed registered and
vocational nurses, pathology technologists and other non-physician technicians
and assistants necessary for the cost-efficient operation of Lab.  Lab shall, after consultation with Group,
have sole discretion with regard to selection and retention of these personnel
and to determine levels of staffing. 
Control and direction of these personnel for medical matters shall rest
with Group.


 


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2.2          Support Services. 
Lab shall, at its own expense, provide services such
as heat, water, electricity, telephone, laundry, housekeeping, and other
support services.


 


2.3          Space.  Lab
shall make available for the use of Group the space that is now or may be
hereafter occupied by Lab.


 


2.4          Equipment and Supplies.  Lab shall, at its own
expense, provide all expendable and non-expendable equipment, drugs, supplies,
furniture and fixtures for the use of Group as are necessary for the
cost-efficient operation of Lab.  This
equipment shall meet all electrical, engineering, and other safety standards required
by law and/or relevant Lab policies.  Lab
shall, at its own expense, keep and maintain this equipment in good order and
repair and replace this equipment or any part of it which becomes worn out or
is mutually determined to be obsolete.


 


ARTICLE
III.

COMPENSATION


 


3.1          Fees.  During
the term of this Agreement, on or before the twenty-first (21st) day of each
month during which Services have been rendered, Lab shall pay Group Two Hundred
and Fifty Thousand Dollars ($250,000.00) per month.


 


3.2          Adjustment. Upon an adjustment of
the staffing levels (as set forth in Section 1.4 above), the compensation
rate shall be adjusted, by mutual agreement of the Parties.  Each year, in consideration of the expenses
incurred by Group for Services provided under this Agreement, the compensation
rate shall be adjusted, by mutual agreement of the Parties.


 


3.3          Billing for Professional Services Performed at Lab;
Global Billing.  Group
acknowledges that Lab shall have the sole and exclusive right to bill and
collect for the Professional Services rendered under this Agreement.  Lab shall bill and collect for such
Professional Services and any and all related technical services provided by
Lab on a global fee basis, at its own expense and under its own provider
number.  Consequently, Group has, and
shall have, no claims as a third-party beneficiary, or otherwise, for any
compensation or other amounts from third-party payors.  Group shall seek and obtain compensation for
the performance of Professional Services only from Lab.  Group shall not bill, assess or charge any
fee, assessment or charge of any type against any other person or entity for
Professional Services provided.  Group
hereby assigns to Lab all right, title and interest in any accounts receivable
generated by the provision of Professional Services under this Agreement, to
the extent permitted by applicable law. 
Accordingly, Lab shall be the sole owner of the accounts receivable for
any and all of the Professional Services performed under this Agreement.  Group shall promptly deliver to Lab any and
all compensation, in whatever form, that is received by Group for Professional
Services performed under this Agreement.


 


ARTICLE
IV.

INSURANCE AND INDEMNITY


 


4.1          Group Malpractice Liability Insurance.  Group shall obtain and
continuously maintain professional malpractice liability insurance coverage,
issued by an insurance company 


 


3

















 


licensed or otherwise qualified to issue professional liability
insurance policies or coverage in the State of California, and acceptable to
Lab, in the amount of at least One Million Dollars ($1,000,000) per occurrence
or claim and Three Million Dollars ($3,000,000) in the annual aggregate for the
acts and omissions of Group and each Group Physician.  Such coverage shall provide for a date of
placement preceding or coinciding with the Effective Date of this Agreement.


 


4.2          Group Certificate of Insurance.  On or before the Effective
Date, Group shall provide Lab with an original certificate evidencing
professional malpractice liability insurance coverage, and shall provide Lab
with proof of continued professional malpractice liability insurance coverage
on an annual basis (or as periodically requested by Lab) on behalf of each
Group Physician.  Group shall provide Lab
with no less than thirty (30) calendar days’ prior written notice of
cancellation or any material change in such professional malpractice liability
insurance coverage.


 


4.3          Group Tail Coverage. 
If Group’s professional malpractice liability
insurance is provided on a claims-made basis, upon the expiration or
termination of this Agreement for any reason, Group shall continuously maintain
such insurance or purchase from an insurance company licensed or otherwise
qualified to issue professional liability insurance policies or coverage in the
State of California, and acceptable to Lab, extended reporting period (i.e., “tail”)
coverage for the longest extended reporting period then available to ensure
that insurance coverage in the amount set forth in Section 4.1 is
maintained for claims which arise from services provided by Group or Group
Physicians during the term of this Agreement. 
This Section shall survive any termination or expiration of this
Agreement.


 


4.4          Indemnification by Group.  Group and each Group Physician shall indemnify,
defend and hold harmless Lab against:  (i) any
and all liability arising out of Group’s failure to comply with the terms of
this Agreement, and any injury, loss, claims, or damages arising from the
negligent operations, acts, or omissions of Group or Group’s employees relating
to or arising out of their Services or this Agreement; and (ii) any and
all costs and expenses, including reasonable legal expenses, incurred by or on
behalf of Lab in connection with the defense of such claims.


 


4.5          Hold Harmless. 
Lab shall be responsible for its own acts and
omissions and the acts and omissions of its employees and agents.  Lab shall not be responsible for the acts and
omissions of Group or Group’s employees and agents in carrying out this
Agreement.  Lab shall not be liable for
any judgment, settlement, award, fine or otherwise, which arises out of the
acts and omissions of Group, or its employees and agents, under this
Agreement.  To the extent Lab utilizes
its own equipment, products, or other personal property in the performance of
its obligations under this Agreement, Lab shall ensure that such equipment,
product, or other personal property is suitable and fit for the purpose
intended by Lab, free from defects which may damage Group, and otherwise operates
in accordance with applicable government standards and safety regulations.


 


4

















 


ARTICLE
V.

RELATIONSHIP BETWEEN THE PARTIES


 


5.1          Independent Contractors.  Group and the Group Physicians are and shall
at all times be independent contractors with respect to Lab in meeting Group’s
responsibilities under this Agreement. 
Nothing in this Agreement is intended nor shall be construed to create a
partnership, employer-employee or joint venture relationship between Lab and
Group or Lab and any Group Physician.


 


5.2          Limitation on Control.  Lab shall neither have nor exercise any
control or direction over Group’s or any Group Physician’s professional medical
judgment or the methods by which Group or any Group Physician performs
professional medical services; provided, however, that Group and
Group Physicians shall be subject to and shall at all times comply with the
applicable guidelines, policies and rules.


 


5.3          Practice of Medicine.  Group and Lab acknowledge that Lab is neither
authorized nor qualified to engage in any activity which may be construed or
deemed to constitute the practice of medicine. 
To the extent that any act or service required of, or reserved to, Lab
in this Agreement is construed or deemed to constitute the practice of
medicine, the performance of such act or service by Lab shall be deemed waived
or unenforceable, unless this Agreement can be amended to comply with the law,
in which case the Parties shall make such amendment.


 


5.4          Form 1099 or W-2.  If required to do so under applicable law, Lab
shall issue an Internal Revenue Service Form 1099 or Form W-2 to
Group.


 


5.5          Exclusive Services.  For the term of the Agreement, all
Professional Services described in Section 1.1 shall be performed by Group
Physicians on an exclusive basis.  All
professional services other than those described in Section 1.1 shall be
open services, except as otherwise determined by Lab.


 


5.6          Agent of Group.  Kenneth J. Bloom, MD, FCAP, shall serve as
the Group’s sole and exclusive agent for purposes of communicating with Lab
concerning the rights of Group pursuant to this Agreement.  Group shall be bound by all actions and
agreements made by this agent.  Group may
designate, from time to time, a new agent of Group, pursuant to written notice
to Lab.


 


5.7          Full-Time Service and Noncompetition.  During the term of this Agreement, neither
Group nor any Group Physician shall, without first obtaining the prior written
consent of Lab, participate as individuals, partners, shareholders, employees,
or contractors in any partnership, firm, or corporation that owns, operates,
provides services to, becomes financially interested in, or otherwise
affiliates with any person, partnership, firm, or corporation that engages in
or facilitates the performance of Professional Services at any location other
than Lab which is located within a twenty-five (25) mile radius from Lab.  Group acknowledges that, as of the Effective
Date, it does not maintain any practice location independent of Lab and that it
shall notify Lab prior to establishing any such location.


 


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5.8          Physician Compensation Arrangements.  Group represents and warrants to Lab that the
compensation paid or to be paid by Group to any physician is and will at all
times be fair market value for services and items actually provided by such
physician, not taking into account the value or volume of referrals or other
business generated by such physician for Lab or any affiliate.  Group further represents and warrants to Lab
that Group has and will at all times maintain a written agreement with each
physician receiving compensation from Group.


 


5.9          Merger or Sale of Group.


 


(a)   Merger or Sale Restrictions. 
Group acknowledges that Lab has agreed to enter into this Agreement
based upon the skills, qualifications, experience, and characteristics of Group
and that any material change in Group’s operations, ownership, control or
qualifications may be harmful to Lab’s interests under this Agreement.  In recognition of Lab’s dependence on Group’s
ability to maintain its skills, qualifications, experience, and
characteristics, Group agrees that during the term of this Agreement, and any
extensions thereto, it shall not enter into a merger or consolidation with
another medical group or any other legal entity (“Merger”)
without Lab’s prior written consent. 
Group further agrees that during the term of this Agreement, and any
extensions thereto, it shall not enter into a sale, conveyance, pledge,
exchange, assignment, hypothecation, encumbrance or other transfer of any
equity interest (including but not limited to shares) or assets comprising five
percent (5%) or more of the equity interests or assets of the Group (“Sale”) without Lab’s prior written consent.  Any purported Merger or Sale without Lab’s
written consent shall be void and shall constitute a breach of this Agreement.


 


(b)   Consent Procedure. 
In connection with each consent requested by Group for a Merger or Sale,
Group shall submit to Lab the terms of the proposed transaction, the identity
of the parties to the transaction, the proposed documentation for the
transaction and all other information reasonably requested by Lab concerning
the proposed transaction.


 


5.10        Purchase Option/Obligation.


 


(a)   Upon
termination of this Agreement by Lab for any reason, Lab shall be entitled (but
not obligated) to purchase all tangible or intangible assets of Group (the “Purchase Option”). 
Lab shall notify Group of its intention to exercise the Purchase Option
within thirty (30) days after the termination of this Agreement.


 


(b)   Upon
termination of this Agreement by Group for any reason or by Manager because of
a breach by Group of this Agreement, Lab shall be entitled (but shall not be
obligated) to require Group to purchase any tangible or intangible asset of Lab
used solely in the operation of Group (the “Purchase Obligation”).  Lab shall notify Group of its intention to
exercise the Purchase Obligation within thirty (30) days after the termination
of this Agreement.


 


(c)   The
purchase price for any purchase under this Section 5.10 shall be
determined by an appraiser selected by the Parties, who is an MAI or an ASA
appraiser with experience in valuing assets used in connection with the
management of medical practices and the provision of medical services.  Each party agrees to negotiate in good faith
the terms other 


 


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than the purchase price of the sale/purchase.  The purchasing Party shall obtain any
required financing for such purchase.


 


ARTICLE
VI.

TERM AND TERMINATION


 


6.1          Term.  This Agreement shall become effective on July 1,
2008 (the “Effective Date”), and shall continue
until June 30, 2018 (the “Expiration Date”),
subject to the termination provisions of this Agreement.  This
Agreement shall automatically renew for two (2) additional terms of five (5) years
each, unless either Party gives the other Party written notice of its intention
not to renew this Agreement at least thirty (30) calendar days prior to the expiration
of the then current term.


 


6.2          Termination by Lab.  Lab shall have the right to terminate this
Agreement upon the occurrence of any one or more of the following events:


 


(a)           material breach of
this Agreement by Group or any Group Physician where the breach is not cured
within thirty (30) calendar days after Lab gives written notice of the breach
to Group; or


 


(b)           neglect of
professional duty by Group in a manner that poses an imminent danger to the
health or safety of any individual, or violates Lab’s policies, rules and
regulations.


 


6.3          Termination by Group.  Group shall have the right to terminate this
Agreement immediately upon a material breach of this Agreement by Lab where the
breach is not cured within thirty (30) calendar days after Group gives written
notice of the breach to Lab.


 


6.4          Return of Property.  Upon any termination or expiration of this
Agreement, Group shall immediately return to Lab all of Lab’s property,
including Lab’s equipment, supplies, furniture, furnishings and patient records,
which is in Group’s possession or under Group’s control.


 


ARTICLE
VII.

GENERAL PROVISIONS


 


7.1          Amendment.  This Agreement may be modified or amended
only by mutual written agreement of the Parties.  Any such modification or amendment must be in
writing, dated and signed by the Parties and attached to this Agreement.


 


7.2          Assignment.  Except for assignment by Lab to an entity
owned, controlled by, or under common control with Lab, neither Party may
assign any interest or obligation under this Agreement without the other Party’s
prior written consent.  Subject to the
foregoing, this Agreement shall be binding on and shall inure to the benefit of
the Parties and their respective successors and assigns.


 


7.3          Attorneys’ Fees.  If either Party brings an action for any
relief or collection against the other Party, declaratory or otherwise, arising
out of the arrangement described in this Agreement, the losing Party shall pay
to the prevailing Party a reasonable sum for attorneys’ fees 


 


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and costs actually incurred in bringing such action, including without
limitation fees incurred in arbitration, at trial, on appeal and on any review
therefrom, all of which shall be deemed to have accrued upon the commencement
of such action and shall be paid whether or not such action is prosecuted to
judgment.  Any judgment or order entered
in such action shall contain a specific provision providing for the recovery of
attorneys’ fees and costs incurred in enforcing such judgment.  For the purpose of this Section, attorneys’
fees shall include fees incurred in connection with discovery, post judgment
motions, contempt proceedings, garnishment and levy.


 


7.4          Compliance with Laws.  The Parties shall comply with all applicable laws,
ordinances, codes and regulations of federal, state and local governments,
applicable to the performance of this Agreement including without limitation
laws that require Group to disclose any economic interest or relationship with
Lab.


 


7.5          Confidentiality.  Neither Party shall disclose any of the terms
of this Agreement to any person or entity (other than its attorneys or
accountants) without the prior written consent of the other Party, unless and
only to the extent such disclosure is required by law.


 


7.6          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


7.7          Entire Agreement. 
This Agreement is the entire understanding and
agreement of the Parties regarding its subject matter, and supersedes any prior
oral or written agreements, representations, understandings or discussions
between the Parties.  No other
understanding between the Parties shall be binding on them unless set forth in
writing, signed and attached to this Agreement.


 


7.8          Exhibits.  The attached exhibits, together with all
documents incorporated by reference in the exhibits, form an integral part of
this Agreement and are incorporated into this Agreement wherever reference is
made to them to the same extent as if they were set out in full at the point at
which such reference is made.


 


7.9          Force Majeure. 
Neither Party shall be liable for nonperformance or
defective or late performance of any of its obligations under this Agreement to
the extent and for such periods of time as such nonperformance, defective
performance or late performance is due to reasons outside such Party’s control,
including acts of God, war (declared or undeclared), action of any governmental
authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear
incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics, or
strikes.


 


7.10        Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of California.


 


7.11        Headings.  The headings in this Agreement are intended
solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.


 


7.12        Meaning of Certain Words.  Wherever the context may
require, any pronouns used in this Agreement shall include the corresponding
masculine, feminine, or neuter forms, and the singular form of nouns shall
include the plural and vice versa.


 


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7.13        No Third-Party Beneficiary Rights.  The Parties do not intend
to confer, and this Agreement shall not be construed to confer, any rights or
benefits to any person, firm, group, corporation or entity other than the
Parties.


 


7.14        Notices.  All notices or communications required or
permitted under this Agreement shall be given in writing and delivered
personally or sent by United States registered or certified mail with postage
prepaid and return receipt requested or by overnight delivery service (e.g.,
Federal Express, DHL).  Notice shall be
deemed given when sent, if sent as specified in this Section, or otherwise
deemed given when received.  In each
case, notice shall be delivered or sent to:


 


If to Lab, addressed to:


 


Clarient Diagnostic Services, Inc.


31 Columbia 

Aliso Viejo, CA 92656


Attention: 
Senior Vice President &
Chief Financial Officer


 


If to Group, addressed to:


 


Clarient Pathology Services, Inc.


31 Columbia 

Aliso Viejo, CA 92656


Attention: 
Kenneth J. Bloom, MD, FCAP


 


7.15        Participation in Federal and State Programs.  Group hereby represents
that neither it nor any Group Physician is debarred, suspended, excluded or
otherwise ineligible to participate in any federal or state health care
program.


 


7.16        Right of Offset.  Group hereby expressly authorizes Lab, at Lab’s
sole discretion, to the fullest extent allowed by applicable law, at any time
and from time to time, to set off and/or withhold from Group’s compensation
payable pursuant to this Agreement, any sum or sums necessary to satisfy all or
any portion of any outstanding and delinquent obligation owed by Group to Lab
from any other financial arrangement Group may have with Lab, its subsidiaries
or Affiliates, or for any other services or space or equipment rental Lab, its
subsidiaries or Affiliates, may provide or have provided to Group.  Without limiting the generality of the
foregoing, this provision is intended to permit Lab to apply any compensation
payable to Group for services rendered pursuant to this Agreement to any
outstanding loan or rental obligations owed by Group to Lab.


 


7.17        Severability.  If any provision of this Agreement is
determined to be illegal or unenforceable, that provision shall be severed from
this Agreement, and such severance shall have no effect upon the enforceability
of the remainder of this Agreement.


 


7.18        Trade Secrets.  During the term of this Agreement, Group will
have access to and become acquainted with confidential information and trade
secrets of Lab, including 


 


9

















 


information and data relating to payor contracts and accounts, clients,
patients, patient groups, patient lists, billing practices and procedures,
business techniques and methods, strategic plans, operations and related data
(collectively, “Trade Secrets”).  All Trade Secrets are the property of Lab and
used in the course of Lab’s business, and shall be proprietary information
protected under the Uniform Trade Secrets Act. 
Group shall not disclose to any person or entity, directly or
indirectly, either during the term of this Agreement or at any time thereafter,
any Trade Secrets, or use any Trade Secrets other than in the course of
providing the Services under this Agreement. 
All documents that Group prepares, or Trade Secrets that might be given
to Group in the course of providing the Services under this Agreement, are the
exclusive property of Lab, and, without the prior written consent of Lab, shall
not be removed from Lab’s premises.


 


7.19        Waiver.  No
delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other
instance.  Any waiver granted by a Party
must be in writing to be effective, and shall apply solely to the specific
instance expressly stated.


 


[signature page follows]


 


10

















 


The
Parties have executed this Agreement on the Execution Date.


 


	
   

  	
  LAB

  
	
   

  	
   

  
	
   

  	
  CLARIENT
  DIAGNOSTIC SERVICES, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Raymond Land

  
	
   

  	
  By:

  	
  Raymond Land

  
	
   

  	
  Its

  	
  Chief Financial
  Officer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GROUP

  
	
   

  	
   

  
	
   

  	
  CLARIENT
  PATHOLOGY SERVICES, INC.,

  
	
   

  	
  a California
  professional corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth J.
  Bloom

  
	
   

  	
  Kenneth J.
  Bloom, MD, FCAP,

  
	
   

  	
  President

  
				



 


11

















 


Exhibit 1.1


 


PROFESSIONAL SERVICES TO
BE PROVIDED BY GROUP


 


Group shall perform
Specialty services and provide appropriate reports and laboratory
interpretative services as required by Lab. 
At a minimum, Lab shall require Group to provide, and Group shall
provide, all Professional Services, including interpretative services, to
permit Lab to bill globally for the services that Lab currently furnishes and
will furnish during the term of this Agreement. 
Group shall ensure that the Professional Services are performed in a
timely manner, as set forth in applicable laws and regulations and any
third-party payor program in which Lab participates.


 

















 


Exhibit 1.2


 


ADDITIONAL SERVICES TO
BE PROVIDED BY GROUP


 


Group shall:


 


(a)                                  participate
in risk management, quality assurance and peer review programs, as reasonably
requested by Lab;


 


(b)                                 assist
Lab management with all preparation for, and conduct of, any inspections and
on-site surveys of Lab conducted by governmental agencies or accrediting
organizations;


 


(e)                                  cooperate
with Lab in all litigation matters affecting Group or Lab, consistent with
advice from Group’s legal counsel; and


 


(f)            cooperate
and comply with Lab’s policies and procedures which are pertinent to patient
relations, quality assurance, scheduling, billing, collections and other
administrative matters and cooperate with Lab’s efforts to bill and collect
fees for services rendered to Lab’s patients. 
All business transactions related to the Services provided by Group,
such as enrollment, verification and billings, shall be conducted by and in the
name of Lab.


 

















 


Exhibit 1.4


 


STAFFING PATTERN