Objective result Instrument provides a positive or negative result

EX-10.8 6 f00576a2exv10w8.txt EXHIBIT 10.8 EXHIBIT 10.8 CONFIDENTIAL TREATMENT REQUESTED SERVICE AGREEMENT This agreement ("Agreement") made as of March 31, 1999 by and between SNYDER HEALTHCARE SALES INC., a New Jersey corporation ("SHS") and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT") W I T N E S S E T H: WHEREAS, SHS provides integrated outsourced sales and marketing solutions worldwide, including client field forces, to the healthcare industry; and WHEREAS, CLIENT is in the healthcare industry and has need of certain services of SHS contained in the Scope of Services set forth in Schedule A to this Agreement, as the same may be amended from time to time; and WHEREAS, SHS and CLIENT desire to enter into an agreement under which SHS will provide such services to CLIENT. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows: 1. TERM The Agreement shall be in effect as of March 31, 1999 and shall remain in effect through and including May 14, 2001 (the "Term"). This Agreement will automatically renew for additional periods of one year each (each an "Additional Term"), unless CLIENT gives written notice of non-renewal to the other at least sixty (60) days prior to the end of the Term or any Additional Term. The amount of compensation (both fixed and variable fees) payable to SHS -1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED under Section 3.1 of this Agreement during any Additional Term will be as mutually agreed upon. 2. SCOPE OF SERVICES AND PROFESSIONALISM AND COMPLIANCE 2.1 The Scope of Services. The Scope of Services to be provided under this Agreement is set forth in Schedule A to the Agreement as the same may be amended from time to time, each iteration of which shall be dated and signed by an authorized person of each party to this Agreement. Included with Schedule A is a Summary of Services, Expenses, Expense Responsibility and Reimbursements ("Summary of Services") setting forth services, expenses, responsibility for expenses and reimbursement obligations; the Summary of Services is a part of this Agreement and not simply a description of what this Agreement contains. The Summary of Services may be amended from time to time with each alteration dated and signed by an authorized person of each party. Should CLIENT elect to change the Scope of Services to be provided under this Agreement, the compensation paid to SHS will be appropriately adjusted to reflect the change, upon written agreement of the parties. 2.2 Professionalism and Compliance. SHS shall perform the Services, and shall require each Representative to perform the Services (i) in a professional manner consistent with industry standards; (ii) in conformance with that level of care and skill ordinarily exercised by other professional contract sales organizations in similar circumstances; and (iii) in compliance with all applicable local, state and federal laws and regulations. -2- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 3. COMPENSATION AND REIMBURSEMENT 3.1 Compensation. CLIENT shall pay SHS compensation for the Scope of Services performed under this Agreement. The amount of compensation to be paid to SHS shall consist of one or more fixed fees for services and may also consist of one or more variable fees for services, all of the fixed and variable fees being set forth on Schedule B to this Agreement (as the same may be amended from time to time with each iteration dated and signed by an authorized person of each party to this Agreement). 3.2 Reimbursement. CLIENT shall also reimburse SHS, and/or persons provided by SHS to perform the Scope of Services, for certain expenses incurred in performing the services to be provided under this Agreement, as more fully set on the Summary of Services. 3.3 Payment Due Invoices are due and payable [***] following receipt by CLIENT. Invoices shall be sent to Accounts Payable, Adeza Biomedical Corporation, 1240 Elko Dr., Sunnyvale, CA 94089. The invoices will clearly state fixed and variable costs and their categories. Adeza shall not be liable for any fixed costs incurred more than ninety (90) days prior to the date on the invoice. Invoices will be remitted by CLIENT to Accounts Receivable, Snyder Healthcare Sales, Inc., 200 Cottontail Lane, Somerset, NJ 08873. In addition to SHS's right to terminate this Agreement under Section 10.2 in the case of non-payment, if SHS elects not to terminate the Agreement, CLIENT shall pay a finance charge -3- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED of [***]%[***] for each invoice past due for more than [***] from the receipt of invoice by the CLIENT. 3.4 Inspection Right Upon prior written notice and at mutually agreeable times, CLIENT has the right to inspect the books and records of SHS which relate to this Agreement for the purpose of auditing the documents and invoices with respect to the Scope of Services provided hereunder. 4. REPRESENTATIONS OF THE PARTIES 4.1 SHS Representations. SHS represents that: a. it has the requisite expertise, experience and skill to render the Services and that it shall use all reasonable efforts to cause the Services to be performed in a competent, efficient and professional manner. b. the execution, delivery and performance of this Agreement by SHS and the consummation of the transaction contemplated has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of SHS, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of SHS or any contract, other form of -4- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED agreement, or judgment or order to which SHS is a party or by which it is bound. c. SHS will maintain insurance with financially sound carriers in the amounts and types (with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time; each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. 4.2 Client Representations. CLIENT represents that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transaction contemplated has been duly authorized by all requisite corporate action; that the Agreement constitutes the legal, valid, and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general principles of equity); and that this Agreement and performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this -5- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Agreement, as the same may be amended from time to time; each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. 5. CONFIDENTIALITY During the performance of the Services contemplated by this Agreement, each party may learn confidential, proprietary, and/or trade secret information of the other party ("Confidential Information"). The party disclosing Confidential Information shall be referred to as the "Disclosing Party" and the party receiving Confidential Information shall be referred to as the "Receiving Party." Confidential Information means any information, unknown to the general public, which is disclosed by the Disclosing Party to the Receiving Party under this Agreement. Confidential Information includes, without limitation, technical, trade secret, commercial and financial information about either party's (a) research or development; (b) marketing plans or techniques, contacts or customers; (c) organization or operations; (d) business development plans (i.e., licensing, supply, acquisitions, divestitures or combined marketing); and (e) products, licenses, trademarks, patents, other types of intellectual property or any other contractual rights or interests. The Receiving Party shall neither use nor disclose Confidential Information from the Disclosing Party for any purpose other than is specifically allowed by this Agreement. Upon the expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party all tangible forms of Confidential Information, including any and all copies and/or derivatives of Confidential Information made by either party or their employees as well as any writings, drawings, specifications, manuals or other printed or electronically stored material based on or derived from, Confidential Information. Any material or media not subject to return -6- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED must be destroyed. The Receiving Party shall not disclose to third parties any Confidential Information or any reports, recommendations, conclusions or other results of work under this Agreement without prior consent of an officer of the Disclosing Party. The obligations set forth in this Article 5, including the obligations of confidentiality and non-use shall be continuing and shall survive the expiration or termination of this Agreement and will continue for a period of five (5) years. The obligations of confidentiality and non-use set forth herein shall not apply to the following: (i) Confidential Information at or after such time that it is or becomes publicly available through no fault of the Receiving Party; (ii) Confidential Information that is already independently known to the Receiving Party as shown by prior written records; (iii) Confidential Information at or after such time that it is disclosed to the Receiving Party by a third party with the legal right to do so; (iv) Confidential Information required to be disclosed pursuant to judicial process, court order or administrative request, provided that the Receiving Party shall so notify the Disclosing Party sufficiently prior to disclosing such Information as to permit the Disclosing Party to seek a protective order. 6. INDEPENDENT CONTRACTOR SHS and its directors, officers, and the persons providing services under the Agreement are at all times independent contractors with respect to CLIENT. Persons provided by SHS to perform Services shall not be deemed employees of CLIENT. CLIENT shall not be responsible for SHS's acts or the acts of its officers, agents and employees while performing the Services whether on CLIENT premises or elsewhere. -7- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SHS shall not be responsible for any cost, however, attributable to: (i) any actions by CLIENT that caused a person provided by SHS to perform services under this Agreement to be reclassified as an employee of CLIENT, (ii) any unlawful or discriminatory acts of CLIENT, and (iii) language in any CLIENT benefit plan that is deemed to extend coverage to person provided by SHS to perform services under the Agreement based on their activities under this Agreement. 7. OWNERSHIP OF PROPERTY AND DEVELOPMENTS Unless otherwise provided in a Schedule attached to this Agreement (including without limitation Schedule A-1A), all materials and documents supplied to either party during the Term of this Agreement, by or through the other, which relate to the Services shall be the sole and exclusive property of the originator of those materials and developments. Notwithstanding the foregoing, all materials and documents or portions thereof, relating to the fetal fibronectin technology shall be the sole and exclusive property of CLIENT. Each party agrees to hold all such property and developments, confidential in accordance with Section 5 of this Agreement. All property and developments, distributed to licensed practitioners, shall be returned, delivered or assigned to the originating party upon the expiration or termination of this Agreement. The provisions of paragraph (b) of Schedule A-1A will survive any expiration or termination of this Agreement. 8. FINDER'S FEE AND THIRD PARTY EMPLOYMENT 8.1 Employment or Retention by CLIENT. CLIENT may not employ or retain any person employed by or used by SHS to provide services under this Agreement on or prior to October 1, 1999 and may not employ or retain such person thereafter, during the Term of this Agreement, unless SHS is given [***] advance notice of such employment and the applicable finder's fee is paid to SHS by CLIENT in the amount set -8- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED forth in Schedule B to this Agreement (as the same may be amended from time to time, each iteration of which shall be dated and signed by an authorized person of each party to this Agreement). 8.2 Employment or Retention by Third Party. Should any third party (which provides integrated outsourced sales and marketing solutions) with a contract with, or seeking to enter into an arrangement with, CLIENT (under which the third party is supplying or will supply services to CLIENT, which services are comparable to the Scope of Services), employ or retain (as a consultant or otherwise) during the Term of this Agreement or within [***] after the termination of this Agreement, any person employed by or used by SHS to provide services under this Agreement, such third party shall pay SHS $[***] for each person so employed or retained as liquidated damages. To the extent the amount payable to SHS under the immediate prior sentence is not paid within two weeks of invoicing, CLIENT shall pay SHS that amount. 9. INDEMNIFICATION 9.1 SHS Indemnifies. SHS agrees to indemnify and hold CLIENT, its officers, directors, agents and employees harmless from and against any and all liabilities, losses, proceedings, actions, damages, claims or expenses of any kind, including costs and attorneys' fees which result from (i) any negligent or willful acts or omissions, (ii) acts or omissions outside the scope of this Agreement or (iii) any breach of this Agreement by SHS, its agents, directors, officers or employees, in connection with the representations, duties and obligations of SHS under this Agreement. 9.2 CLIENT Indemnifies. -9- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED CLIENT agrees to indemnify and hold SHS, its officers, directors, agents, and employees harmless from and against any and all liabilities, losses, proceedings, actions, damages, claims or expenses of any kind, including costs and attorneys' fees which result from (i) any negligent or willful acts or omissions by CLIENT, its agents, directors, officers or employees, in connection with the representations, duties and obligations of CLIENT under this Agreement or (ii) products liability claims relating to any product of CLIENT involved with the services provided by SHS under this Agreement, except to the extent that such product liability claim would not have arisen but for any action or omission for which SHS is obligated to indemnify CLIENT pursuant to Section 9. 1. 9.3 Indemnification Process. Any indemnity available hereunder shall be dependent upon the party seeking indemnity providing prompt notice to the indemnitor of any claim or lawsuit giving rise to the indemnity provided, however that failure to comply with this notice requirement shall not reduce the indemnitor's indemnification obligation except to the extent that the indemnitor is prejudiced as a result. Thereafter, the indemnitor shall have exclusive control over the handling of the claim or lawsuit, and the indemnitee shall provide reasonable assistance to the indemnitor in defending the claim, at indemnitor's expense. 10. TERMINATION 10.1 60 Day Notice Notwithstanding any implication raised by the renewal provisions of Section 2 of this Agreement, CLIENT may terminate this Agreement at any time by giving sixty (60) days prior written notice to SHS. -10- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 10.2 Immediate Termination This Agreement may be terminated effective immediately upon giving written notice as follows: a. by SHS, if payment to SHS by CLIENT is not made when due and such payment is not made within thirty (30) days from the date of notice to CLIENT of such nonpayment; or b. by either party, in the event that the other party has committed a material breach of this Agreement and such breach has not been cured within thirty (30) days of receipt of written notice from the non-breaching party of such breach; or c. by either party, in the event that the other party has become insolvent or has been dissolved or liquidated, filed or has filed against it, a petition in bankruptcy and such petition is not dismissed within sixty (60) days of the filing, makes a general assignment for the benefit of creditors; or has a receiver appointed for a substantial portion of its assets. 10.3 Survival Upon the effective date of termination or expiration, the parties shall have no further obligation to each other (other than those set forth in Sections 5, 7, 8 and 9), except that CLIENT shall: (a) pay the amount set forth or provided for on Schedule B to this Agreement in the case of termination; (b) pay the amount of any fixed and/or variable fees due under Section 3.1 of this Agreement for Services actually performed by SHS through the date termination or expiration is effective; and (c) pay any reimbursement amount due under Section 3.2 of this Agreement for -11- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED expenses related to the performance of Services through the date termination or expiration is effective. 11. MISCELLANEOUS 11.1 Assignment. Neither SHS nor CLIENT may assign this Agreement or any of its rights, duties or obligations hereunder without the other party's prior written consent, provided, however, that either SHS or CLIENT may assign its rights, duties and obligations as part of an acquisition of SHS or CLIENT (whether by merger, sale of all or substantially all of the assigning parties assets related to the subject matter of this Agreement, or otherwise), as the case may be, so long as the acquirer (i) is a financially capable business entity and (ii) expressly assumes in writing those rights, duties and obligations under this Agreement and this Agreement itself. 11.2 Merger. This Agreement supersedes all prior arrangements and understandings between parties related to the subject matter of this Agreement 11.3 Force Majeure. Noncompliance with the obligations of this Agreement due to a state of force majeure, the laws or regulations of any government, regulatory or judicial authority, war, civil commotion, destruction of facilities and materials, fire, earthquake or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers, and any other causes beyond the reasonable control of the applicable party, shall not constitute a breach of contract. 11.4 Severability. -12- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED If any provision of this Agreement is finally declared or found to be illegal or unenforceable by a court of competent jurisdiction, both parties shall be relieved of all obligations arising under such provision, but, if capable of performance, the remainder of this Agreement shall not be affected by such declaration or finding. The parties shall endeavor in good faith to agree to an enforceable provision to replace the illegal or unenforceable provision in order to effect the intent of the parties in entering into this Agreement. 11.5 Amendment. This Agreement, including any attachments or exhibits entered into hereunder, contains all of the terms and conditions of the agreement between the parties and constitutes the complete understanding of the parties with respect thereto. No modification, extension or release from any provision hereof shall be affected by mutual agreement, acknowledgment, acceptance of contract documents, or otherwise, unless the same shall be in writing signed by the other party and specifically described as an amendment or extension of this Agreement. 11.6 Governing Law. This Agreement shall be construed according to the laws of the State of California. 11.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. 11.8 Notices. Any notices required or permitted under this Agreement shall be given in person or sent by first class, certified mail to: -13- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SHS: Snyder Healthcare Sales, Inc. 200 Cottontail Lane Somerset, NJ 08873 Attention: William C. Pollock, President with a copy to: Peter D. Hutcheon, Esq. Norris, McLaughlin & Marcus, P.A. 721 Route 202-206 P.O. Box 1018 Somerville, NJ ###-###-#### CLIENT: Adeza Biomedical Corporation 1240 Elko Drive Sunnyvale, CA 94089 Attention: Emory Anderson, President or to such other address or to such other person as may be designated by written notice given from time to time during the term of this Agreement by one party to the other. -14- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED WHEREFORE, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. SNYDER HEALTHCARE SALES, INC. By: /s/ William C. Pollock ------------------------ Name: William C. Pollock Title: President Date: 8/31/99 ADEZA BIOMEDICAL CORPORATION By: /s/ Emory Anderson ------------------------ Name: Emory Anderson Title: President Date: 9/2/99 -15- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A SCOPE OF SERVICES SHS will provide the following services (services to be provided must be initialed).

------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ See the Summary of Services, Expenses, Expense Responsibility and Reimbursement attached for information concerning the services and associated costs. -1-A-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SUMMARY OF SERVICES, EXPENSES, EXPENSE RESPONSIBILITY AND REIMBURSEMENTS SHS and CLIENT agree to the following Services, Expenses, Expense Responsibility and Reimbursement obligations set out under headings in alphabetical order. CLIENT shall promptly reimburse SHS (including reimbursement for the reasonable expenses of individuals employed by SHS or provided by SHS to perform the Scope of Services under the Agreement to which this Schedule is attached) for the reasonable cost of the following items listed below under the heading "SHS Passthrough Expense to CLIENT" within thirty (30) days of receipt of timely submission of adequate documentation or as may be agreed to by the parties:

-2-A-2- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

-3-A-3- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

-4-A-4- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

-5-A-5- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Date: 8/31/99 Date: 9/2/99 /s/ William C. Pollock /s/ Emory Anderson - ------------------------ ------------------------ Authorized SHS Person Authorized SHS Person -6-A-6- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1 SCOPE OF SERVICES - DETAILING TO TARGETS Under the Agreement to which this Schedule A-1 is attached SHS will provide individuals to serve as Sales Representatives to make Calls pursuant to the Call Plan on Targets. DEFINITIONS 1. "Call" means the activity undertaken by a Sales Representative to detail the Products, further described as a face-to-face presentation by a Sales Representative to a Target, which includes a discussion with the Target of the features and benefits of the Products, their contraindications, appropriate uses and other pertinent information, and includes giving the Target Product Literature and samples of the Products. 2. "Call Plan" means a plan designed by CLIENT or SHS which is intended to enhance the efficiency and effectiveness of the Sales Representatives in making Calls. 3. "Manager" means an individual provided by SHS who is engaged under this Agreement to manage the Sales Representatives. 4. "National Business Director" means an employee of SHS who is engaged under this Agreement to supervise the Manager and Sales Representatives and to coordinate activities undertaken under this Agreement with the senior management of CLIENT. 5. "Product" shall mean the products sold by Client which are listed on Schedule A-1A to this Agreement, as the same may be amended from time to time; each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. 6. "Product Literature" shall mean promotional, informative and other written information concerning the Products. All Product Literature shall be provided by CLIENT and utilized by Sales Representatives when making Calls. 7. "Reports" means periodic reports of calls and other particular reports given to CLIENT, including those set forth on Schedule A-1B. 8. "Sales Representative" means an individual provided by SHS who is engaged under this Agreement to detail the Products. 9. "Targets" means the licensed practitioners or others who are identified by CLIENT as potential prescription writers and/or customers for the Products as provided by CLIENT to SHS prior to SHS beginning the recruitment of Sales Representatives and Managers, as the same may be amended from time to time, each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. HIRE STATUS AND WORK SCHEDULE SHS will provide [***] full-time Sales Representatives under the Agreement. Those Sales Representatives will be SHS employees. The work schedule for these full-time Sales Representatives will average [***] hours per week.. SHS will provide Sales Representatives as a dedicated field force established under the Agreement to which this Schedule is attached. As Sales Representatives in a dedicated field force, the Sales Representatives may not detail products other than the Products for anyone but the CLIENT. CALLS AND TARGETS Generally, a Sales Representative is expected to use the Product Literature when making a Call and to leave one or more copies of the Product Literature and full prescribing information with a Target as part of the Call. SHS shall require each Sales Representative to accurately record information concerning each Call and concerning the profile of each individual Target on whom the Sales Representative calls. The Targets to be called upon by the Sales Representatives under this Agreement are: - Users and influencers of CLIENT Products and Services as directed by CLIENT. CALL ACTIVITY The average number of Calls to be made by Sales Representatives each year is [***], subject to a permitted variance of [***]% plus or minus. The estimated total number of Calls to be made during the Term of this Agreement is [***], subject to the permitted variance. CLIENT SERVICES MANAGER SHS will also provide approximately [***] of the time of an SHS employee based at SHS's headquarters to act as a CLIENT Services Manager. In that capacity the CLIENT Services Manager will coordinate the interaction among Sales Representatives and CLIENT management and assist the Sales Representatives with administrative responsibilities related to their selling efforts. -1-A1-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED ALIGNMENT The configurations of the sales districts and of the territories within each district have been or will be provided to SHS; will be maintained by SHS at its offices; and may be amended or reconfigured from time to time, with each iteration dated by SHS. HIRING PROFILE In selecting Sales Representatives and Managers, SHS will use the preferred hiring profile approved by CLIENT as set forth on Schedule A-1A to the Agreement as the same may be amended from time to time, each iteration of which will be initialed by an authorized person of each party to this Agreement. SHS will take reasonable steps to confirm the accuracy of information concerning background and experience received from applicants for positions as Sales Representatives and Managers. SHS will ensure that each Sales Representative and Manager receives the appropriate new-hire information package. TRAINING SHS will cause each Sales Representative to participate in appropriate training (both at home study and class time). CLIENT will cooperate in providing training aids and personnel useful in the conduct of such training. MEETINGS This Agreement includes the training and sales meeting activities of Sales Representatives listed on Schedule A-1E to this Agreement as the same may be amended from time to time; each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. All training and attendance at meetings other than as set out on Schedule A-1E (including training for Sales Representatives and Managers in case the CLIENT requests that a new Product be detailed) will be on the basis of a charge as set out on Schedule B to the Agreement to which this is attached plus reimbursement of reasonable costs as provided in the Summary of Services attached to the Agreement. After completion of the initial training at the New Hire Sales Training Meetings, CLIENT shall be responsible for costs and expenses incurred in connection with additional, further training for such individuals, but SHS will be responsible for costs and expenses incurred in connection with training of replacement hires for individuals who terminate employment with SHS. PERFORMANCE In the event that CLIENT reasonably determines that a Sales Representative has (i) violated any applicable law, regulation or policy or (ii) has failed to provide satisfactory service to CLIENT following specific notice from CLIENT identifying the grounds for determination and a sixty (60) day period in which the Sales Representative or Manager shall be given the opportunity to improve performance, CLIENT shall immediately notify SHS of the same. SHS will use its best efforts to determine whether it concurs with CLIENT. After such review SHS shall take all reasonable steps to correct the situation and/or to prevent a reoccurrence, including reassignment or removal of the person involved. CALL REPORTING SHS will utilize a call reporting system for its Sales Representatives as more fully described on Schedule A-1F to this Agreement, as the same may be amended from time to time; each iteration of which shall be dated and signed by an authorized person of each party to the Agreement. Sales Representatives and Managers will contribute to and/or produce the Reports reflecting that call reporting system. CLIENT will be responsible for reasonable costs associated with any customizing, special system configuration and the like. REPRESENTATIONS AND UNDERTAKINGS In connection with this Schedule A-1: a. SHS represents: i. that neither SHS nor any person employed by SHS in connection with any work to be performed for or on behalf of CLIENT has been debarred under Section 306(a) or (b) of the Federal Food, Drug and Cosmetic Act, and that no debarred person will in the future be employed by SHS in connection with any work to be performed for or on behalf of CLIENT. If at any time after execution of this Agreement, SHS becomes aware that SHS or any person employed by SHS in connection with any work to be performed for or on behalf of CLIENT shall become or shall be in the process of being debarred, SHS hereby agrees to so notify CLIENT at once. b. SHS will: i. use its best efforts to cause each Sales Representative to make Calls in a professional manner, consistent with the applicable policy and procedure manual, to make calls only on Targets and to present only information about the Products which is consistent with the Product Literature. SHS shall not and shall not permit the Sales Representatives to add, delete or modify claims of efficacy or safety of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Literature. SHS shall use and shall permit the Sales Representatives only to use the Product Literature provided by CLIENT. Under no circumstances shall SHS or the Sales Representatives develop, create, or use any other promotional material or literature or alter Product Literature provided by CLIENT. SHS shall immediately cease the use of any Product Literature when instructed to do so by CLIENT. SHS shall use the Product Literature only for the purposes of this Agreement. All copyright and other intellectual property rights therein shall remain vested in CLIENT. ii. use its best efforts to replace any Sales Representative terminated by it within no more than [***] days of the date of termination. iii. inform CLIENT promptly of any reports of any adverse occurrence involving a Product of which SHS becomes aware or of any information SHS shall receive regarding any threatened or pending action by any governmental agency which may affect the Products. SHS shall, at the request of CLIENT, cooperate with CLIENT in formulating a response to any such action. iv. [***] c. CLIENT will: i. provide SHS with all Product Literature useful to facilitate the detailing of the Products. ii. inform SHS promptly of any changes which CLIENT believes are necessary or appropriate in the Product Literature or in information concerning the Products in order to be in compliance with all applicable Federal and State law, regulations and administrative guidance. -2-A1-2- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED iii. timely respond to any inquiry concerning a Product from any licensed practitioner and directed to SHS. SALES FORCE STATUS SHS officers, agents and employees are independent from all control by CLIENT, except as to how they represent or characterize the Products when detailing the Products. They are not now nor will they in the future be considered as eligible for any CLIENT employee benefits or compensation as a result of being employed by SHS to carry out SHS's obligations under this Agreement. Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -3-A1-3- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1A PRODUCTS and SERVICES "Products and Services" for purposes of Schedule A-1 (to which this Schedule A-1A is attached) and the Agreement to which Schedule A-1 (including this Schedule A-1A) is attached means: Products Description - -------- ----------- Fetal fibronectin tests Diagnostic Tests Etegrity Services Diagnostic Service Other CLIENT Products or Services (a) The Products and Services shall be promoted by SHS under trademarks owned by or licensed to CLIENT. This Agreement does not constitute a grant to SHS of any property right or interest in the Products and Services or the trademarks owned by or licensed to CLIENT or an Affiliate of CLIENT and/or any other intellectual property rights which CLIENT owns now or in the future. SHS recognizes the validity of and the title of CLIENT to all their trademarks and trade names in any country in connection with the Products and Services, whether registered or not. (b) All information, data, writings, inventions and other work products, in any form whatsoever, both tangible and intangible, developed as a result of or in connection with SHS's performance of the Services, including without limitation the Product Literature and all information gathered or developed by the Representatives in the course of the Services (collectively, the "Works"), shall be considered works made for hire pursuant to the Copyright Act of 1976 (if applicable), and/or shall be the sole and exclusive property of CLIENT. CLIENT shall be the sole owner of all the rights to such Works in any form and in all fields of use known or hereafter existing. Upon the request of CLIENT, and at CLIENT's sole expense, SHS will assist CLIENT in documenting or perfecting CLIENT's ownership of the Works. Notwithstanding the foregoing, intellectual property owned by or licensed to SHS prior to the issuance of any task order, and which is used by SHS to develop any Works, shall remain the property of SHS (the "Components"). CLIENT agrees not to assert against SHS and its licensees any ownership interest in the Components. Notwithstanding the foregoing, CLIENT shall have a non-exclusive, irrevocable, perpetual, non-transferable (except to affiliates and to other persons CLIENT transfers or authorizes to use the Works), worldwide, royalty-free license to use such Components in conjunction with the Works and any subsequent versions or derivative Works thereof. Upon the termination of this Agreement, SHS shall return to CLIENT all Works. -6-A1-6- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -7-A1-7- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1B REPORTS The Reports required under the Agreement to which Schedule A-1 (including this A-1B) is attached are:

Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -1-A1B-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1C PREFERRED HIRING PROFILE Qualifiers Must have: [***] [***] [***] [***] [***] Business Experience Preferences Most preferable to least preferable: [***] [***] [***] [***] Professional Skills Desired: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -1-A1C-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1E MEETINGS INCLUDED IN AGREEMENT (indicate number; type, whether national, regional or district, and length of training and sales meetings; also indicate the party responsible for the costs incurred in attending) Party Responsible for Costs [***] NEW-HIRE SALES TRAINING MEETINGS [***] Other Meetings, as requested by CLIENT CLIENT See the Summary of Services, Expenses, Expense Responsibility and Reimbursement attached to the Agreement for information concerning CLIENT responsibility for costs. Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -1-A1E-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-1F CALL REPORTING SYSTEM The Call reporting system to be used is: [ ] automated (specifying the system): [ ] house [ ] vendor [X] paper-based [X] primary [ ] backup Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -1-A1F-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE A-3 SCOPE OF SERVICES - MANUAL DESIGN [***] [***] Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -1-A3-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE B COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES FIXED FEES CLIENT shall pay SHS Fixed Fees (subject to reduction in the part of the Term ending May 14, 2000) as follows: 1. For so much of the Term as ends May 14, 2000 $[***] payable as follows: (i) $[***] by April 14, 1999 $[***] by May 1, 1999 $[***] by June 1, 1999 (ii) $[***] per month beginning June 1, 1999 Subject, however, to reduction as follows: SHS will conduct [***]. Number of Sales Representatives hired Amount of for First Class Reduction --------------- --------- [***] [***] [***] $[***] [***] $[***] [***] $[***] Number of Sales Representatives hired Amount of for Second Class Reduction ---------------- --------- [***] [***] [***] $[***] 2. For so much of the Term as begins [***] and ends [***], $[***] payable in [***] payments of $[***] beginning [***]. This fee will be subject to a proportional reduction based upon the actual hours spent related to the Products by the SHS Sales Force as compared with the projected hours listed in Schedule A. If SHS is able to begin implementation earlier than [***] or otherwise to increase either the number of hours and/or Sales Representatives involved in making Calls, SHS will request that CLIENT make payment of additional Fixed Fees at the rate of $[***] per Sales Representative week. Any such enhanced services under the Agreement to which this Schedule is attached shall be approved in advance by CLIENT and, thus, the Fixed Fees shall not be increased without the prior approval of the CLIENT. VARIABLE FEES CLIENT will also pay SHS Variable Fees with the amount due computed based upon $[***] at the [***]% performance level for so much of the Term as ends [***] and based upon $[***] at the [***]% performance level for the Term as begins [***] and ends [***]. SHS will be entitled to receive Variable Fees based upon actual sales of the Products in each sales territory compared to the sales forecast for each territory as agreed to in advance by CLIENT and SHS. Sales performance will be evaluated as of [***] and [***] and on [***] and [***] for eligibility to receive Variable Fees. The evaluations in [***] shall be based on performance in the prior [***] months, and may result in the award of up to [***]% of the Variable Fees payable for [***] months ending the following [***]. The evaluations in [***] shall be based on sales performance during the prior [***] months and may result in the award of up to [***]% of the Variable Fees, adjusted for the amount (if any) of Variable Fees paid to SHS in the prior [***]. Entitlement to Variable Fees shall be computed using $[***] as the [***]% performance level for the period ending [***] and using $[***] as the [***]% performance level for the period from [***] to [***] and in all cases shall be based on the following sales performance schedule: -1-B-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Percent of Forecast Percent of Available Achieved Amount of Payment - ------------------------- ------------------------- [***]% [***]% [***]% [***]% [***]% [***]% [***]% [***]% [***]% [***]% [***]% [***]% -2-B-2- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED FINDER'S FEES Should CLIENT employ an employee of SHS or a person provided by SHS to perform the Scope of Services under the Agreement to which this Schedule is attached, the Finder's Fees payable in accordance with Section 8 of the Agreement are as follows: Employed by Finder's Fee and CLIENT Other Consequence -------------------- -------------------- On or prior to [***] Breach of Service Agreement [***] $[***] per Sales Representative Except, $[***] per Sales Representative who was originally referred to SHS by CLIENT [***] $[***] per Sales Representative Except, No charge per Sales Representative who was originally referred to SHS by CLIENT Thereafter No Charge Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -3-B-3- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SCHEDULE C INSURANCE REQUIREMENTS SHS shall maintain the following insurance during the Term of the Agreement to which this Schedule is attached: [***] $[***] [***] [***] $[***] [***] $[***] [***] [***] [***] $[***] [***] $[***] $[***] SHS will provide CLIENT with evidence of SHS's insurance. SHS will name CLIENT as an additional insured party under SHS's insurance policy, and will provide to CLIENT at least thirty (30) days prior, written notice of any change or cancellation to the SHS's insurance program. CLIENT: CLIENT shall maintain the following insurance or self-insurance during the Term of the Agreement to which this Schedule is attached: [***]$[***] -1-C-1- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED CLIENT will provide SHS with evidence of CLIENT's insurance. CLIENT will name SHS as an additional insured party under CLIENT's insurance policy, and will provide to SHS at least thirty (30) days prior, written notice of any change or cancellation to the CLIENT's insurance program. Date: 8/31/99 Date: 9/2/99 --------------------- --------------------- /s/ Illegible /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person -2- THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED FIRST AMENDMENT TO SERVICE AGREEMENT This first amendment ("First Amendment") made as of March 8, 2002, by and between VENTIV HEALTH U.S. SALES INC., (formerly known as Snyder Healthcare Sales, Inc.), a New Jersey corporation ("VHS") and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT") to a certain Service Agreement made as of March 31, 1999 (the "Agreement") by and between VHS and CLIENT. WITNESSETH: WHEREAS, Snyder Healthcare Sales, Inc. changed is corporate name in 1999 to Ventiv Health U.S. Sales, Inc.; and WHEREAS, the Agreement by its terms expires May 14, 2001; and WHEREAS, VHS and CLIENT desire to amend and extend the Agreement as set forth in this First Amendment. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows: 1. Wherever "Snyder Healthcare Sales, Inc." appears in the Agreement that text shall be amended and deemed to read "Ventiv Health U.S. Sales, Inc." and wherever "SHS" appears in the Agreement that text shall be amended and deemed to read "VHS". 2. The Term of the Agreement shall be extended until May 14, 2003, unless earlier terminated as provided in the Agreement. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 3. The Summary of Services in the Agreement shall be amended effective May 15, 2001 by the Amended Summary of Services attached hereto as Exhibit A. 4. The definition "National Business Director" on Schedule A-1 shall be replaced effective May 15, 2001 with "Specialty Business Unit" which means the [***]. The definition "Reports" on Schedule A-1 shall be amended to read: [***]. 5, The paragraph in Schedule A-1 under the heading "CLIENT SERVICES MANAGER" shall be deleted from the Agreement effective May 15, 2001. This function is included in the services provided by the Specialty Business Unit. 6. Schedule A-1B shall be amended effective May 15, 2001 by the Amended Schedule A-1B attached hereto as Exhibit B. 7. Schedule A-1F shall be deleted from the Agreement effective May 15, 2001; VHS will not provide Call Reports from a Call Reporting System. Instead VHS shall file period Sales Reports with CLIENT. 8. Schedule A-3 concerning Manual Design shall be deleted from the Agreement effective May 15, 2001; those services have been completed. 9. Schedule B in the Agreement shall be amended effective May 15, 2001 by the Amended Schedule B attached hereto as Exhibit C. 10. Except as expressly amended or revised by this First Amendment the Agreement shall remain in full force and effect. 2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED WHEREFORE, the parties hereto have caused this First Amendment to be executed by their duly authorized representatives. VENTIV HEALTH U.S. SALES, INC. By: /s/ Patrick Fourteau ----------------------------- Name: Patrick Fourteau Title: President Dated: 3/14/02 ADEZA BIOMEDICAL CORPORATION By: /s/ Emory V. Anderson ----------------------------- Name: Emory V. Anderson Title: President and CEO Dated: 3/8/02 3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit A AMENDED SUMMARY OF SERVICES, EXPENSES EXPENSE RESPONSIBILITY AND REIMBURSEMENTS VHS and CLIENT agree to the following Services, Expenses, Expense Responsibility and Reimbursement obligations set out under headings in alpha order. CLIENT shall promptly reimburse VHS (including reimbursement for the reasonable expenses of individuals employed by VHS or provided by VHS to perform the Scope of Services under the Agreement to which this Schedule is attached) for the reasonable cost of the following items listed below under the heading "VHS Passthrough Expense to CLIENT": - -------------------------------------------------------------------------------- CATEGORY CLIENT VHS PASSTHROUGH INCLUDED IN EXPENSE EXPENSE TO CLIENT VHS FEE - -------------------------------------------------------------------------------- ADMINISTRATIVE [***] [***] [***] Business Cards Photocopies Office Supplies Phone Postage Printing Stationary Overnight Courier Other - -------------------------------------------------------------------------------- ANALYTICS/HPR [***] [***] [***] Alignment Call Plan ROI Analysis Other - -------------------------------------------------------------------------------- AUTO COSTS [***] [***] [***]$[***] Mileage Parking Tolls Other - -------------------------------------------------------------------------------- A-1 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- CATEGORY CLIENT VHS PASSTHROUGH INCLUDED IN EXPENSE EXPENSE TO CLIENT VHS FEE - -------------------------------------------------------------------------------- BENEFITS [***] [***] [***] Medical Dental 401(k) Other - -------------------------------------------------------------------------------- BILLABLE CALLS [***] [***] [***] (Hrs) Projected Group Calls - -------------------------------------------------------------------------------- BONUS INCENTIVES [***] [***] [***] VHS Managers Representatives Client Serv Other - -------------------------------------------------------------------------------- CLIENT OVERHEAD [***] [***] [***] - -------------------------------------------------------------------------------- CONFERENCE CALLS [***] [***] [***] - -------------------------------------------------------------------------------- EQUIPMENT [***] [***] [***] Computer Detail Bags Faxes Printer Other - -------------------------------------------------------------------------------- INSURANCE [***] [***] [***] Auto Employment Liability Life Travel Workers Comp Other - -------------------------------------------------------------------------------- MAILOUT [***] [***] [***] Correspondence Materials Samples Other - -------------------------------------------------------------------------------- MARKETING [***] [***] [***] - -------------------------------------------------------------------------------- A-2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- CATEGORY CLIENT VHS PASSTHROUGH INCLUDED IN EXPENSE EXPENSE TO CLIENT VHS FEE - -------------------------------------------------------------------------------- MEETINGS [***] [***] [***] Client Launch Manager Medical Nat'l POA Training Others - -------------------------------------------------------------------------------- NATIONAL BUSINESS [***] [***] [***] DIRECTOR Full/Part Time - -------------------------------------------------------------------------------- OTHER SERVICES [***] [***] [***] - -------------------------------------------------------------------------------- PROMOTIONAL [***] [***] [***] Entertainment Gifts Meals Programs Other - -------------------------------------------------------------------------------- RECRUITING [***] [***] [***] Ads Interviews Referrals Reference checks, screens Ride alongs Other - -------------------------------------------------------------------------------- REPORTING SYSTEM [***] [***] [***] Paper Based Back Up Automated - ------------ (type) - -------------------------------------------------------------------------------- SALARIES/WAGES [***] [***]$[***]$[***] [***] Managers Reps Client Services Other - -------------------------------------------------------------------------------- A-3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- CATEGORY CLIENT VHS PASSTHROUGH INCLUDED IN EXPENSE EXPENSE TO CLIENT VHS FEE - -------------------------------------------------------------------------------- SALES MATERIALS [***] [***] [***] - -------------------------------------------------------------------------------- SALES REPRESENTATIVES [***] [***] [***] - -------------------------------------------------------------------------------- Number Full/Flex time Dedicated/ Syndicated - -------------------------------------------------------------------------------- SALES REPORTS [***] [***] [***] - -------------------------------------------------------------------------------- SAMPLES [***] [***] [***] - -------------------------------------------------------------------------------- SEVERANCE [***] [***] [***] - -------------------------------------------------------------------------------- VHS OVERHEAD [***] [***] [***] - -------------------------------------------------------------------------------- SPECIAL CLIENT REQUESTS [***] [***] [***] - -------------------------------------------------------------------------------- STAFFING SERVICES [***] [***] [***] Number of Persons Type of Event Location Dates - -------------------------------------------------------------------------------- TARGETS [***] [***] [***] Physician Specialty(ies) PA's/NP's Pharmacists Hospitals Clinics Managed Care Entity - -------------------------------------------------------------------------------- TAXES [***] [***] [***] Payroll (FICA,...) Other - -------------------------------------------------------------------------------- A-4 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED - -------------------------------------------------------------------------------- CATEGORY CLIENT VHS PASSTHROUGH INCLUDED IN EXPENSE EXPENSE TO CLIENT VHS FEE - -------------------------------------------------------------------------------- TRAINING [***] [***] [***] Manager Rep Home Study Initial Training Advanced Training Computer Selling Skills Training Materials Other - -------------------------------------------------------------------------------- TRAVEL EXPENSES [***] [***] [***] Air Auto Hotel Meals Shuttle/Taxi Tips Incidentals Other - -------------------------------------------------------------------------------- VOICE MAIL [***] [***] [***] - -------------------------------------------------------------------------------- ALL OTHER FIELD EXPENSE [***] [***] [***] - -------------------------------------------------------------------------------- A-5 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED TERMS OF AGREEMENT - -------------------------------------------------------------------------------- TERM Date Start Date May 15, 2001 End/Renew Date May 14, 2003 - -------------------------------------------------------------------------------- Date: 3/14/02 Date: 3/8/02 --------------------- --------------------- /s/ Patrick Fourteau /s/ Emory V. Anderson -------------------------- --------------------------- Authorized SHS Person Authorized CLIENT Person A-6 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit B AMENDED SCHEDULE A-1B REPORTS The Reports required under the Agreement to which Schedule A-1 (including this A-1B) is attached are: Report By Whom Frequency Other Information [***] [***] [***] [***] Date: 3/14/02 Date: 3/8/02 -------------------- -------------------- /s/ Illegible /s/ Emory V. Anderson - ------------------------- ------------------------- Authorized VHS Person Authorized CLIENT Person A-1B-1 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit C AMENDED SCHEDULE B COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES FIXED FEES CLIENT shall pay VHS Fixed Fees as follows: for the period May 15, 2001 to May 14, 2002 - ------------------------------------------- $[***] per Sales Representative for that twelve month period (based on a base salary of not more than $[***] per year). CLIENT will pay $[***] per Sales Representative per [***] months for any Sales Representatives in excess of [***] added during this period (based on a base salary of not more than $[***] per year) prorated for the applicable portion of the [***] period. for the Period May 15, 2002 to Mgy 14, 2003 - ------------------------------------------- $[***] per Sales Representative for that [***] month period (based on a base salary of not more than $[***] per year). CLIENT will pay $[***] per Sales Representative per [***] months for any Sales Representatives added during this period (based on a base salary of not more than $[***] per year) prorated for the applicable portion of the [***] period. VARIABLE FEES CLIENT shall pay VHS in addition Variable Fees based on performance, with the maximum amount due for each [***] period equal to $[***]. VHS shall be entitled to receive Variable Fees based upon actual sales of the Products in the sales territories as compared to the sales forecast for each territory (as agreed to in advance by CLIENT and VHS) pursuant to the formula set out below: Adeza-Ventiv Risk Share Pool RISK POOL CRITERIA [***]$[***] [***]%[***]$[***] [***]%[***]$[***] Sales Targets (Pool A) PERFORMANCE PAYOUT [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] Non-Sales Performance GOAL PAYOUT [***]%[***] [***]%[***] B-1 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED [***] [***]%[***] Example [***]$[***] PERFORMANCE PAYOUT [***]$[***] [***]%[***]$[***]%[***]$[***] [***]% [***]%[***]$[***] [***] [***]%[***]$[***] [***]$[***]$[***]$[***] B-2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED FINDERS' FEES From [***] on, no Finders' Fees are payable with respect to the conversion of Sales Representatives. CLIENT shall not solicit, employ or retain any VHS personnel other than Sales Representatives without the prior written consent of VHS. Date: 3-14-02 Date: 3/8/02 -------------------- -------------------- /s/ Illegible /s/ Emory V. Anderson - ------------------------- ------------------------- Authorized VHS Person Authorized CLIENT Person B-3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED SECOND AMENDMENT TO SERVICE AGREEMENT This second amendment ("Second Amendment") made as of July 22, 2002, by and between VENTIV HEALTH U.S. SALES LLC, a New Jersey limited liability company and successor by merger to Ventiv Health U.S. Sales, Inc., A New Jersey corporation ("VHS') and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT') to a certain Service Agreement made as of March 31, 1999 (the "Agreement') by and between VHS and CLIENT and previously amended by a certain First Amendment made as of March 8, 2001 (the "First Amendment", the Agreement as so amended being the "Amended Agreement") by and between VHS and CLIENT. WITNESSETH: WHEREAS, the Amended Agreement by its terms expires May 14, 2003; and WHEREAS, VHS and CLIENT desire to amend the Agreement to add a second field force of VHS personnel (the "Direct Force"; the original field force of VHS personnel being the "General Force") and to extend the Agreement as set forth in this Second Amendment. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows: 1. Wherever "Ventiv Health U.S. Sales, Inc." appears in the Amended Agreement that text shall be amended and deemed to read "Ventiv Health U.S. Sales LLC". 2. The Term of the Agreement shall be extended until May 14, 2004, unless earlier terminated as provided in the Agreement. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 3. The Summary of Services in the Agreement shall be amended effective May 15, 2002 by the Second Amended Summary of Services attached hereto as Exhibit A. 4. The text of Schedule A-1 in this Agreement under the headings "HIRE STATUS AND WORK SCHEDULE" and "CALLS AND TARGETS" is replaced in its entirety by the following: HIRE STATUS AND WORK SCHEDULE VHS will provide up to [***] full-time Sales Representatives under the Agreement. Those Sales Representatives will be VHS employees. The work schedule for these full-time Sales Representatives will average [***] hours per week. VHS will provide [***] of these Sales Representatives as a dedicated field force (the "Wave I Force") established under the Agreement to which this Schedule is attached to detail the Products to users and influencers of CLIENT Products and services, specifically hospitals, physicians and other licensed practitioners (especially those in family practice or practicing in the fields of obstetrics and gynecology), and laboratories. VHS will also provide up to [***] Sales Representatives as a separate dedicated field force (the "Wave II Force") established under the Agreement to which this Schedule is attached to detail physicians and other licensed practitioners (especially those in family practice or practicing in the fields of obstetrics and gynecology). CLIENT shall provide VHS in advance with written directions as to the number of Sales Representatives to provide in the Wave II Force. [***]. CALLS AND TARGETS Generally, a Sales Representative is expected to use the Product Literature when making a Call and to leave one or more copies of the Product Literature and full prescribing information with a Target as part of the Call. VHS shall require each Sales Representative to accurately record information concerning each Call and concerning the profile of each individual Target on whom the Sales Representative calls. The Targets to be called upon by the Sales Representatives in the Wave I Force includes hospitals and laboratories. Sales Representatives in both the Wave I Force and Wave II Force are to call upon as Targets: physicians and other licensed practitioners (especially those in family practice and obstetrics/gynecology), who are users and influencers of CLIENT Products and Services as identified by CLIENT. 5. The heading "CALL ACTIVITY" in Schedule A-1 and the text thereunder are deleted and the heading "SALES FORCE STATUS" is revised to read "STATUS OF SALES FORCES." 6. Schedule B in the Agreement shall be amended effective May 15, 2002 by the Second Amended Schedule B attached hereto as Exhibit B. 2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 7. Except as expressly amended or revised by this First Amendment the Agreement shall remain in full force and effect. 3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED WHEREFORE, the parties hereto have caused this First Amendment to be executed by their duly authorized representatives. VENTIV HEALTH U.S. SALE LLC By: /s/ Terrell G. Herring ------------------------ Name: Terrell G. Herring Title: President Dated: July 24, 2002 ADEZA BIOMEDICAL CORPORATION By: /s/ Emory V. Anderson ------------------------ Name: Emory V. Anderson Title: President and CEO Dated: July 22, 2002 4 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit A SECOND AMENDED SUMMARY OF SERVICES, EXPENSES EXPENSE RESPONSIBILITY AND REIMBURSEMENTS VHS and CLIENT agree to the following Services, Expenses, Expense Responsibility and Rcimbursement obligations set out under headings in alpha order. CLIENT shall promptly reimburse VHS (including reimbursement for the reasonable expenses of individuals employed by VHS or provided by VHS to perform the Scope of Services under the Agreement to which this Schedule is attached) for the reasonable cost of the following items listed below under the heading "VHS Passthrough Expense to CLIENT":

A-5 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

A-6 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

A-7 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

A-8 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED

TERMS OF AGREEMENT

Date: 7/23/02 Date: July 22, 2002 -------------------- -------------------- /s/ Terrell G. Herring /s/ Emory V. Anderson - ------------------------- ------------------------- Authorized VHS Person Authorized CLIENT Person A-9 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit B SECOND AMENDED SCHEDULE B COMPENSATION - FIXED FEES, VARIABLE FEES AND FINDER'S FEES FIXED FEES CLIENT shall pay VHS Fixed Fees as follows: A. For the Wave I Force: -------------------- 1. For the period May 15, 2001 to May 14, 2002 ------------------------------------------- $[***] per Sales Representative for that [***] period (based on a base salary of not more than $[***] per year). CLIENT will pay $[***] as a recruiting fee, plus $[***] per [***] for any Sales Representatives added in excess of [***] added during this period (based on a base salary of not more than $[***] per year) prorated for the portion of the [***] period that the Sales Representatives are employed. 2. For the period May 15, 2002 to May 14, 2003 ------------------------------------------- $[***] per Sales Representative for that [***] period (based on a base salary of not more than $[***] per year), CLIENT will pay $[***] as a recruiting fee, plus $[***] per [***] for any Sales Representatives added during this period (based on a base salary of not more than $[***] per year) prorated for the portion of the [***] period that the Sales Representatives are employed. 3. For the period May 15, 2003 to May 14, 2004 ------------------------------------------- $[***] per Sales Representative for that [***] month period (based on a base salary of not more than $[***] per year). CLIENT will pay $[***] as a recruiting fee, plus $[***] per twelve month for any Sales Representatives added during this period (based on a base salary of not more than $[***] per year), prorated for the portion of the [***] period that the Sales Representatives are employed; and B. For the Wave II Force 1. ----------------------- 1. For the period May 15, 2002 to May 14, 2003 ------------------------------------------- $[***] per Sales Representative for that [***] period (based on a base salary of not more than $[***] per year) plus a recruiting fee of $[***] per Sales Representative. The $[***] recruiting fee for each Sales Representative up to [***] which CLIENT has directed VHS to provide as the initial component of the Wave II Force is payable upon signing the Second Amendment to which this Second Amended Schedule B is attached. CLIENT will pay a recruiting fee of $[***], plus a fee of $[***] per [***] month for any Sales Representatives added during this period (based on a base salary of not more than $[***] per year), prorated for the portion of the [***] period that the Sales Representatives are employed. 2. For the period May 15, 2003 to May 14, 2004 ------------------------------------------- $[***] per Sales Representative for that [***] period (based on a base salary of not more than $[***] per year). CLIENT will pay $[***] as a recruiting fee, plus $[***] per [***] for any Sales Representatives added during this period (based on a base salary of not more than $[***] per year), prorated for the portion of the [***] period that the Sales Representatives are employed. VARIABLE FEES CLIENT pay VHS in addition Variable Fees based on performance, with the maximum amount due for each of the [***] periods [***] to [***] and [***] to [***] is $[***]; and for the [***] month period [***] to [***], is $[***]. VHS shall be entitled to receive Variable Fees based upon actual sales of the Products in the sales territories as compared to the sales forecast for each territory (as agreed to in advance by CLIENT and VHS) pursuant to a formula to be agreed upon between the parties. B-2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED FINDERS' FEES From [***] on, no Finders' Fees are payable with respect to the conversion of Sales Representatives. CLIENT shall not solicit, employ or retain any VHS personnel other than Sales Representatives without the prior written consent of VHS. Date: 7/23/02 Date: July 22, 2002 -------------------- -------------------- /s/ Terrell G. Herring /s/ Emory V. Anderson - ------------------------- ------------------------- Authorized VHS Person Authorized CLIENT Person B-3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit B Adeza-Ventiv Risk Share Pool RISK POOL CRITERIA Through May 14, 2003 [***]$[***] [***]%[***]$[***] [***]%[***]$[***] Through May 15, 2003 [***]$[***] [***]%[***]$[***] [***]%[***]$[***] Sales Targets (Pool A) PERFORMANCE PAYOUT [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] [***]%[***] Non-Sales Performance GOAL PAYOUT [***]%[***] [***]%[***] [***] [***]%[***] Example (computed prior to May 15, 2003) [***]$[***] B-3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED THIRD AMENDMENT TO SERVICE AGREEMENT This third amendment ("Third Amendment") made as of May 15, 2004, by and between VENTIV HEALTH U.S. SALES LLC, a New Jersey limited liability company ("VHS") and ADEZA BIOMEDICAL CORPORATION, a Delaware corporation ("CLIENT"`) to a certain Service Agreement made as of March 31, 1999 (the "Agreement") by and between VHS and CLIENT, as amended by a First Amendment made as of March 8, 2001 (the "First Amendment") and a Second Amendment made as of July 22, 2002 (the "Second Amendment"). WITNESSETH: WHEREAS, on or about February 2, 2004, VHS commenced providing sales force automation services to CLIENT. WHEREAS, VHS and CLIENT desire to further amend the Agreement by extending the term and changing the [***] as set forth in this Third Amendment (the Agreement as amended by the First Amendment, Second Amendment and this Tbird Amendment referred to herein as the "Amended Agreement"). NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows: 1. Construction. All terms not otherwise defined in this Amendment shall have the meanings set forth in the Amended Agreement. Except as set forth herein, the Amended Agreement shall remain unaffected by execution of this Third Amendment. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 2. The Extended Term. The Term of the Amended Agreement shall be extended until May 14, 2006 (the "Extended Term"), unless earlier terminated as provided in the Amended Agreement. 3. The Fixed Fess payable by CLIENT to VHS during the Extended Term, as set forth in Exhibit B attached to the Second Amendment ("Second Amended Schedule B, Compensation -Fixed Fees, Variable Fees and Finder's Fees), are revised to provide for the payment of the following Fixed Fees from CLIENT to VHS:

4. The Variable Fees payable by CLIENT to VHS during the Extended Term are as follows: CLIENT shall pay to VHS, Variable Fees based on performance, with the maximum amount due during the Extended Term of $[***] (the "Variable Fees"). VHS shall be entitled to receive the Variable Fees based upon actual sales of the Products in the sales territories as compared to the sales forecasted for each territory (as agreed to in advance, in writing by CLIENT and VHS) pursuant to a formula to be agreed upon between the parties. 5. Schedule A-1F Call Reporting System shall be replaced by the First Amended Schedule A-1F attached to this Third Amendment as Exhibit I. CLIENT may terminate the automated call reporting services being provided by VHS by providing VHS with written termination notice at least [***] days prior to the proposed termination date. If CLIENT terminates the automated call reporting services being provided by VHS, as of the termination date, the "Yearly Cost Per Sales Representative" as set forth in Section 3 hereof, shall be reduced by $[***] per representative in the [***] period and $[***] per representative in the [***] period. 6. Representatives must be provided with internet service either paid for by VHS (as is assumed in the pricing set forth in Schedule B) or by CLIENT. In the event CLIENT elects to utilize and pay for CLIENT'S own internet service, CLIENT shall be eligible for a credit of $[***] per representative per [***]. 7. In the event of termination of the Amended Agreement in accordance with Sections 10.1 or Section 10.2, or at the end of the Extended Term, CLIENT shall be responsible for payment to VHS of the [***] value of the hand held data recording devices provided to the Sales Representatives for the Call Reporting System, as such [***] value is shown [***] of VHS at the time of such termination or at the end of the Extended Tenn. VHS will upon receipt of such payment transfer ownership of the handheld devices to CLIENT with all data and software removed. 2 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED 8. In the event a Sales Representative is terminated (voluntarily or involuntarily), VHS shall use [***] efforts to assist CLIENT in its effort to retrieve from such terminated sales representative the laptop computer provided to such sales representative by CLIENT. 9. If CLIENT converts any or all Sales Representatives, VHS shall not provide the Call Reporting System for such converted Sales Representatives, unless the parties agree, in writing, to acceptable terms upon which VHS shall supply the Call Reporting System. In addition, upon conversion, CLIENT shall pay VHS the [***] value of the hand held device(s) (as reflected [***] at the time of such conversion) for such converted Sales Representative(s) 10 Notwithstanding anything to the contrary set forth in this Amended Agreement all office supplies, printing, postage, costs associated with phone service, in addition to all travel costs, Sales Representative and District Manager bonuses (including employer portion of travel), and marketing funds will be [***]. 11. All references in the Amended Agreement to a maximum number of Sales Representatives or District Managers are hereby removed, it being understood that the CLIENT and VHS may agree, in writing, to increase the number of VHS employees providing services under the Amended Agreement. WHEREFORE, the parties hereto have caused this Third Amendment to be executed by their duly authorized representatives. VENTIV HEALTH U.S. SALE LLC By: /s/ Terrell G. Herring ------------------------ Name: Terrell G. Herring Title: President Dated: 7/29/04 ADEZA BIOMEDICAL CORPORATION By: /s/ Emory V. Anderson ------------------------ Name: Emory V. Anderson Title: President and CEO Dated: 7/27/04 3 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUESTED Exhibit I First Amended SCHEDULE A-IF CALL REPORTING SYSTEM The Call Reporting system to be used is hand held solution (does not include laptops) that is: [***] X automated (specifying the system) [***] X house [***] X vendor Date: 7/29/04 Date: 7/27/04 -------------------- -------------------- /s/ Terrell G. Herring /s/ Emory V. Anderson - ------------------------- ------------------------- Authorized VHS Person Authorized CLIENT Person A1F-1 THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.