Amendment To The Oem Agreement

EXHIBIT 10.7
TECAN


AMENDMENT TO THE OEM SUPPLY AGREEMENT
DATED JANUARY 13, 1995


This agreement, made and entered into this October 14, 1996.


between


TECAN AG
Feldbachstrasse 80
CH-8634 Hombrechtikon
SWITZERLAND


(hereinafter referred to as "TECAN")


and


AUTOCYTE INC.
112 Orange Drive
Elon College, North Carolina 27244
USA


formerly
ROCHE IMAGE ANALYSIS SYSTEMS
(a Division of Roche Biomedical Laboratories, Inc.)
231 Maple Avenue
Burlington, North Carolina 77215-5848
USA


(hereinafter referred to as "AUTOCYTE")


In view of the recent changes in Ownership and the name change of RIAS to AutoCyte Inc. the following articles of the OEM Supply Agreement, dated January 13, 1995, will be amended as follows: 2 "Portions of this agreement have been deleted pursuant to a request for confidential treatment. Such portions are indicated by asterisks."


. DEVELOPMENT AND EXCLUSIVITY


In view of the delayed market introduction of CytoRich, TECAN agrees
to modify Article 2.2 as follows:


2.2 TECAN agrees not to offer directly on the basis of an OEM, PL-, or
Semi-PL- Agreement to any third party any device similar to the
Product and intended for the Application, provided that AUTOCYTE buys
from TECAN at least the following numbers of units of the Product:


PERIOD UNITS
mid 1996 - mid 1997 ***

mid 1997 - mid 1998 ***

mid 1998 - mid 1999 ***

mid 1999 - mid 2000 ***

mid 2000 - mid 2001 ***

mid 2001 - mid 2002 ***

mid 2002 - mid 2003 ***


*** units over life cycle (80% achievement of the modified forecast
of May 1996).


AUTOCYTE understands that TECAN might sell individual units to
end-users that may be used for purpose similar to the Application.
Tecan acknowledges that it has no authority to and will not sell
slide platters or any specific CytoRich components to any other
party. /s/ EQK


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