UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 224, 2009

MONOGRAM BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30369	94-3234479
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
345 Oyster Point Blvd. South San Francisco, California		94080
(Address of principal executive offices)		( (Zip Code)

345 Oyster Point Blvd. South San Francisco, California		94080
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 635-1100

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 4, 2009, in connection with the consummation of the Merger ~~Agreement~~(as defined in Item 5.01 below) Monogram Biosciences, Inc., a Delaware corporation (the “Company”) entered into a First Supplemental Indenture, dated as of August 4, 2009 (the “Supplemental Indenture”), with U.S. Bank National Association, as trustee (the “Trustee”), which amends and supplements the Indenture, dated as of January 12, 2007, between the Company and the Trustee (the “Indenture”), relating to the Company’s Convertible Senior Unsecured Notes due 2026 (the “Notes”). The Supplemental Indenture provides that, from and after the effective time of the Merger and during the period that the Notes are convertible, the right to convert each $1,000 per aggregate principal amount at maturity of the Notes into shares of the Company’s common stock shall be changed into the right to receive, upon conversion, $300.93 per $1,000 aggregate principal amount of Notes.

~~On June~~Item ~~22, 2009, Monogram Biosciences, Inc~~3. (“Monogram”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and Mastiff Acquisition Corp01., Notice ~~a Delaware corporation and wholly owned subsidiary~~ of ~~LabCorp~~Delisting ~~(“Purchaser”),~~or ~~pursuant~~Failure to ~~which,~~Satisfy ~~among other things, Purchaser will commence~~ a ~~cash~~Continued ~~tender~~Listing ~~offer~~Rule or ~~for~~Standard; ~~all~~Transfer ~~the issued and outstanding shares~~ of common stock of Monogram and, following the completion of the tender offer, Purchaser will merge with and into the Company, with the Company becoming a wholly owned subsidiary of LabCorp, in each case, subject to the terms and conditions contained in the Merger AgreementListing.

OnThe ~~June 22,~~disclosure ~~2009,~~contained ~~LabCorp~~in ~~and Monogram issued a joint press release relating to the Merger Agreement~~Item 5.01 Abelow ~~copy~~is ~~of the~~incorporated ~~press~~herein ~~release was previously furnished~~ by ~~Monogram on a Schedule 14D-9C, filed with the Securities and Exchange Commission (“SEC”) on June 23, 2009~~reference.

~~Terms~~As a result of the Merger, ~~Agreement~~the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Market (“NASDAQ”). Accordingly, on August 4, 2009, at the Company’s request, NASDAQ filed with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from NASDAQ. In addition, the Company intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting the Shares be deregistered and that the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~Pursuant to the Merger Agreement, and upon the terms and subject to the conditions contained therein, Purchaser will commence, within seven business days after June~~Item ~~22, 2009, a cash tender offer (the “Offer”) to acquire all of the issued and outstanding shares of Monogram’s common stock, par value $0~~3.~~001~~02 ~~per~~Unregistered ~~share~~Sales ~~(the “Shares”) for $4.55 per Share, net to the holders thereof in cash (the “Offer Price”). The initial expiration date~~ of ~~the~~Equity ~~Offer~~Securities is 20 business days following the commencement of the Offer, and the Offer may be extended under certain circumstances described in the Merger Agreement. Under no circumstances may the Offer be extended beyond 90 days (or 120 days if antitrust clearance has not been obtained or a banking moratorium exists within 90 days and the other conditions have been satisfied) after the commencement of the Offer unless required by applicable laws and regulations. Purchaser’s obligation to accept for payment and pay for Shares tendered in the Offer is subject to certain conditions, including, among other things, that at least a majority of the outstanding Shares on a fully diluted basis (which includes Shares that are issuable pursuant to outstanding Monogram convertible notes and warrants and Shares that are issuable pursuant to outstanding Monogram options with an exercise price (adjusted to reflect any payments that may be owed under contingent value rights attached to certain Monogram options (the “Adjusted Exercise Price”) less than the Offer Price) shall have been validly tendered (and not properly withdrawn) in accordance with the terms of the Offer (the “Minimum Condition”). Pursuant to the Merger Agreement, after Purchaser’s acceptance of Shares tendered in the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into Monogram (the “Merger”) and Monogram will become a direct or indirect wholly-owned subsidiary of LabCorp. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share that is not tendered and accepted pursuant to the Offer (other than Shares held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law) will be automatically canceled and converted into the right to receive the Offer Price. All outstanding options to purchase Shares (the “Options”) will be fully vested immediately prior to the Effective Time and will be cancelled at the Effective Time in exchange for the right to receive the excess, if any, of the Offer Price over the Adjusted Exercise Price of such Option multiplied by the number of Shares subject to the Option immediately prior to the Effective Time.

The ~~Merger~~disclosure ~~Agreement~~contained ~~grants~~in ~~Purchaser an option (the “Top-Up Option”) after Purchaser’s acceptance of the Offer, to acquire directly from Monogram a number of newly-issued Shares equal to the lesser of (i)~~Item ~~the~~5.01 ~~number~~below ofis ~~Shares~~incorporated ~~that,~~herein ~~when added to the number of Shares owned~~ by Purchaser as of immediately prior to the exercise of the Top-Up Option, constitutes 1,000 shares more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option or (ii) the aggregate number of Shares that Monogram is authorized to issue under its Amended and Restated Certificate of Incorporation, as amended, but that are not issued and outstanding or otherwise committed to be issued at the time of exercise of the Top-Up Optionreference.

The ~~Merger~~Top-Up ~~Agreement~~Shares ~~includes~~(as ~~detailed representations,~~defined ~~warranties~~in ~~and~~Item 5.01 ~~covenants~~below) ofissued ~~Monogram,~~to ~~LabCorp and~~ Purchaser. ~~Until~~pursuant ~~the~~to ~~earlier of~~ the ~~termination~~top ofup ~~the~~option ~~Merger~~were ~~Agreement~~issued ~~and~~in ~~the~~reliance ~~effective~~upon ~~time~~an ofexemption ~~the~~from registration ~~Merger,~~pursuant ~~Monogram has agreed~~ to ~~operate~~Section 4(2) ~~its~~under ~~business and~~ the ~~business~~Securities Act of ~~its subsidiaries~~1933, inas ~~the ordinary course and has agreed to certain other negative operating covenants~~amended, as ~~set~~a ~~forth~~transaction ~~more~~by ~~fully~~an inissuer ~~Section 5.1~~not ofinvolving ~~the~~a ~~Merger~~public ~~Agreement~~offering.

Monogram has also agreed not to solicit, initiate, knowingly encourage or knowingly facilitate any third party acquisition proposals for Monogram and will not permit its representatives to do so, and has agreed to restrictions on its and its representative’s ability to respond to any such proposalsItem 3.03 ~~The~~Material ~~Merger~~Modification Agreement also includes termination provisions for both Monogram and LabCorp and provides that, in connection with the termination of the Merger Agreement under specified circumstances, Monogram will be required to ~~pay~~Rights ~~to LabCorp a termination fee~~ of ~~$4.5~~Security ~~million~~Holders.

~~Consummation~~The ofdisclosure ~~the~~contained ~~Offer~~in ~~is subject to various conditions, including (1)~~Item the Minimum Condition, (2) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, (3) the absence of any material adverse effect, and (4) certain other customary conditions5.01 ~~The~~below ~~closing of the Merger (as defined in the Merger Agreement)~~ is ~~subject to certain closing conditions specified in the~~ ~~Merger~~incorporated ~~Agreement,~~herein ~~including approval of the Merger~~ by ~~Monogram’s stockholders~~reference, ~~if required.~~

~~A copy of the Merger Agreement is attached as Exhibit 2~~Item 5.~~1 to this report and is incorporated herein by reference~~01. ~~The~~Changes ~~foregoing~~in ~~description~~Control of ~~the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement~~Registrant.

~~The~~Effective ~~Merger~~as ~~Agreement~~of ~~has~~August 4, ~~been~~2009, ~~included~~the toCompany ~~provide~~was ~~investors~~acquired ~~and~~by ~~stockholders~~Laboratory ~~with~~Corporation ~~information~~of ~~regarding~~America ~~its~~Holdings, ~~terms.~~a ItDelaware iscorporation ~~not~~(“LabCorp”), pursuant ~~intended~~ to ~~provide~~the ~~any~~Agreement ~~other~~and ~~factual information~~Plan ~~about~~of ~~Monogram. The representations~~Merger, ~~warranties~~dated ~~and~~as ~~covenants~~of ~~contained~~June 22, in2009 (the “Merger Agreement”), ~~were~~between ~~made~~the ~~only~~Company, ~~for~~LabCorp ~~the~~and ~~purposes~~Mastiff ofAcquisition ~~such~~Corp., ~~agreement~~a ~~and~~Delaware ascorporation ofand ~~specified~~a ~~dates,~~wholly-owned ~~were~~subsidiary ~~solely~~of ~~for~~LabCorp (“Purchaser”). ~~the~~On ~~benefit~~July 1, of2009, ~~the~~pursuant ~~parties~~ to the Merger Agreement, and ~~may be subject to limitations agreed~~ upon bythe ~~such~~terms ~~parties. The representations~~ and ~~warranties~~subject ~~may~~to ~~have been made for~~ the ~~purposes~~conditions ofset ~~allocating~~forth ~~contractual~~in ~~risk between~~ the ~~parties~~Offer to ~~the~~Purchase, ~~Merger~~dated ~~Agreement~~as ~~instead~~ of ~~establishing~~July 1, ~~these matters~~2009 (as ~~facts,~~amended ~~and~~or ~~may~~supplemented befrom ~~subject~~time to ~~standards~~time, ~~of materiality applicable to~~ the “Offer ~~contracting parties that differ from those applicable~~ to ~~investors.~~Purchase”) ~~Investors~~and ~~are not third-party beneficiaries under~~ the ~~Merger~~related ~~Agreement.~~letter Inof ~~addition,~~transmittal (the ~~assertions~~ ~~embodied~~“Letter ~~in the representations and warranties~~ of ~~Monogram~~Transmittal”), ~~are~~Purchaser ~~qualified~~commenced bya ~~information~~tender ~~contained~~offer in (the ~~confidential~~“Offer”) ~~disclosure~~for ~~schedules~~all ~~that~~of ~~Monogram~~the ~~delivered~~outstanding inshares ~~connection~~of ~~with signing~~ the ~~Merger~~Company’s ~~Agreement~~common asstock ~~well as by information~~(the ~~contained~~“Shares”) ~~the~~for ~~Annual~~a ~~Report~~purchase onprice ~~Form~~of ~~10-K~~$4.55 ~~for~~per ~~the~~Share ~~fiscal~~in ~~year ended December 31~~cash, ~~2008,~~net asto ~~amended by~~ the ~~Annual~~holder ~~Report~~thereof, onwithout ~~Form~~interest ~~10-K/A~~ and ~~the~~subject ~~Quarterly~~to ~~Report~~applicable onwithholding ~~Form~~of ~~10-Q~~taxes ~~for the quarter ended March 31, 2008~~ (the “~~SEC Reports~~Offer Price”). ~~Accordingly~~On August 4, ~~investors~~2009, ~~and~~following ~~stockholders~~the ~~should~~expiration ~~not rely on such representations and warranties as characterizations~~ of the initial ~~actual~~offering ~~state~~period of ~~facts~~the orOffer ~~circumstances~~on ~~described~~Monday, ~~therein.~~August 3, ~~Moreover~~2009, ~~information~~Purchaser ~~concerning~~purchased ~~the~~over ~~subject matter~~85% of ~~such representations and warranties may change after~~ the ~~date~~then ofissued ~~the~~and ~~Merger~~outstanding ~~Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Shares.

~~Support~~Subsequent ~~Agreements~~to the expiration of the Offer, on August 4, 2009, Purchaser exercised its top-up option, pursuant to the terms of the Merger Agreement, and purchased 10,623,670 newly issued Shares (the “Top-Up

~~As a condition to and inducement to~~ ~~LabCorp’s and Purchaser’s willingness to enter into the Merger Agreement, on June 22, 2009, each member of Monogram’s Board of Directors (the “Board~~Shares”) ~~entered~~at ~~into a tender and support agreement (~~the ~~“Director~~Offer ~~Support~~Price ~~Agreement”)~~per and each of the executive officers of Monogram entered into a support agreement (the “Officer Support Agreement”) with LabCorp and Purchaser concurrently with the execution and delivery of the Merger Agreement. The outstanding Shares subject to the Director Support Agreements representShare, infor ~~the~~an aggregate, ~~less~~purchase ~~than~~price ~~one percent~~ of ~~the~~approximately ~~total~~$48.3 ~~outstanding Shares and less than one percent of Shares outstanding on a fully diluted basis for purposes of determining the Minimum Condition~~million. ~~Pursuant~~In toconsideration ~~the Director Support Agreements each~~ of the ~~members~~Top-Up of the Board agreed, in his or her capacities as stockholders of Monogram, among other things, (i) subject to the termination of the Director Support Agreement, to tender or cause to be tendered in the Offer all Shares ~~beneficially owned or subsequently acquired by him or her~~, ~~(ii) not to withdraw the Shares tendered by him or her in the Offer prior to~~Purchaser ~~the~~issued ~~termination~~a ofpromissory ~~the~~note ~~Director Support Agreement, (iii)~~ to ~~vote in favor of adoption and approval of~~ the ~~Merger~~Company ~~Agreement and against approval of any proposal opposing to or~~ in ~~competition with~~ the ~~consummation~~amount of ~~the~~approximately ~~Merger~~$48.3 Pursuant to the Officer Support Agreements, each of the executive officers agreed, in his or her capacities as stockholders of Monogram, among other things, to vote in favor of adoption and approval of the Merger Agreement and against approval of any proposal opposing to or in competition with the consummation of the Mergermillion. ~~The Director Support Agreements and the Officer Support~~

~~Agreements~~On ~~will~~August 4, ~~terminate~~2009, ~~upon~~following the ~~earlier~~exercise by Purchaser of ~~(i)~~ its top-up option, pursuant to the ~~termination~~terms of the Merger Agreement, inPurchaser ~~accordance~~merged with ~~its~~and ~~terms~~into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of LabCorp (iithe “Surviving Corporation”) . In the ~~Effective~~Merger, Shares not purchased in the Offer (other than Shares owned by LabCorp, Purchaser, the Company or their respective subsidiaries, and the Shares held by stockholders who are entitled to demand, ~~Time~~and who properly perfect their appraisal rights with respect to such Shares) were converted into the right to receive the same $4.55 per Share in cash, net to the holder of such Shares, without interest and subject to the applicable withholding of taxes, paid in the Offer (the “Merger Consideration,” and such converted shares, the “Merger Shares”).

~~The~~As ~~forms~~a ofresult of the ~~Director~~foregoing ~~Support~~transactions, ~~Agreements~~there ~~and~~was ~~Officer~~a ~~Support~~change ~~Agreements~~in ~~with~~control ~~the members~~ of the ~~Board~~Company, and ~~the~~LabCorp, ~~executive officers of Monogram are filed~~ as ~~Exhibits~~the ~~99.1~~direct ~~and~~parent ~~99.2~~of toPurchaser, ~~this~~acquired ~~report~~control ~~and~~of isthe ~~incorporated by reference herein~~Company. ~~The~~As ~~description~~ of the ~~Director~~effective ~~Support~~time ~~Agreements~~of ~~and~~the ~~Officer~~Merger ~~Support~~on ~~Agreements~~August 4, ~~set~~2009, ~~forth~~the ~~above~~Company ~~does~~became ~~not~~a ~~purport to be complete and is qualified in its~~wholly ~~entirety~~owned bysubsidiary ~~reference~~of ~~to such agreements~~LabCorp.

The total consideration to be paid for the Shares in the Offer and the Merger, excluding fees and expenses and excluding the purchase price for the Top-Up Shares, is approximately $105 million. LabCorp, through its working capital, funded the closing cash consideration for the Shares acquired in the Offer and the Merger.

To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.

The disclosure contained in Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnPursuant ~~June 22,~~to ~~2009,~~ the ~~Board~~Merger Agreement, ineffective ~~connection~~as ~~with~~of ~~its~~the acceptance ~~approval~~time of the ~~Merger~~Offer ~~Agreement~~(the “Acceptance Time”), ~~approved~~ ~~the~~Purchaser ~~full~~became ~~acceleration~~entitled to designate a number of ~~vesting~~directors ~~for~~equal ~~Options~~to ~~granted~~the ~~under~~total number of directors on Monogram’s ~~2004~~board ~~Equity~~of ~~Incentive~~directors ~~Plan,~~multiplied by the ~~ACLARA~~percentage ~~BioSciences,~~that ~~Inc.~~the ~~Amended~~Shares beneficially owned by LabCorp, Purchaser and ~~Restated~~any ~~1997~~of ~~Stock~~their ~~Plan~~affiliates, asin ~~amended~~the aggregate, ~~and~~bore to the ~~ViroLogic,~~total ~~Inc~~number of Shares then outstanding. ~~1996~~In ~~Stock~~addition, ~~Plan~~pursuant to the Merger Agreement, ~~contingent~~as ~~upon~~of the effective time of the Merger (the “Effective Time”), the directors and ~~effective~~officers of Purchaser immediately prior to the Effective Time become the directors and officers of the Company after the Effective Time.

OnEffective ~~June~~as of the Acceptance Time, on August 224, 2009, ~~Monogram~~each of John D. Mendlein, J.D., Ph.D, David H. Persing, M.D., Ph.D., Christine A. White, M.D., and William D. Young ~~entered~~resigned ~~into~~as a ~~letter~~director ~~agreement~~of ~~providing~~the ~~for~~Company and from any committees of the ~~termination~~Company’s Board of ~~two~~Directors ~~options~~on ~~held~~which bythey ~~William~~then Dserved. ~~Young~~In ~~covering~~addition, aneffective ~~aggregate~~as of 83the Acceptance Time,~~332~~ ~~shares~~on ofAugust 4, ~~common~~2009, ~~stock~~William ~~without~~B. ~~consideration~~Hayes, ifF. ~~such~~Samuel ~~options~~Eberts ~~are~~III, ~~not~~Andrew ~~exercised~~S. ~~prior~~Walton and Mark Elliott Brecher, M.D. were appointed to the ~~Effective~~Board ~~Time~~of Directors of the Company. ~~The~~Each ~~above~~of ~~description~~William B. Hayes, F. Samuel Eberts III, Andrew S. Walton and Mark Elliott Brecher, M.D. is ~~qualified~~an inofficer ~~its~~of ~~entirety~~LabCorp. byInformation about William B. Hayes, F. Samuel Eberts III, Andrew ~~reference~~S. Walton and Mark Elliott Brecher, M.D. was previously furnished to the ~~full~~Company ~~text~~by ofLabCorp and Purchaser and is set forth in Schedule I to the ~~Option~~Offer ~~Termination~~to ~~Letter,~~Purchase ~~which~~filed isby ~~attached~~LabCorp ~~hereto~~and asPurchaser ~~Exhibit~~with ~~10.~~the SEC on July 1, 2009, as subsequently amended.

~~Item~~In addition, pursuant to the Merger Agreement, as of the Effective Time, on August 84, 2009, each of Cristina H.01 Kepner, William Jenkins, M.D., ~~Other~~Edmon ~~Events~~R. Jennings, Andrew S. Walton and Mark Elliott Brecher resigned from the Company’s Board of Directors and from any committees of the Company’s Board of Directors on which they then served. Further, pursuant to the Merger Agreement, effective as of the Effective Time, on August 4, 2009, F. Samuel Eberts III became President of the Company, replacing William D. Young as Chief Executive Officer, President and principal executive officer of the Company, and William B. Hayes became Executive Vice

~~The Board adopted a new form of Indemnity Agreement for each of its current directors and executive officers. The form of Indemnity Agreement provides, among other~~ ~~things,~~President ~~that Monogram will indemnify each director~~ and ~~executive~~Treasurer officer, under the circumstances and to the extent provided for therein, for all expenses, judgments, fines, penalties and settlements he or she may be required to pay in actions or other proceedings to which he or she is or may be made a party by reason of ~~his or her position as a director, officer or other agent of~~ the Company, ~~and~~replacing ~~otherwise~~Alfred toG. ~~the~~Merriweather ~~fullest extent permitted under applicable law, and~~ as aChief ~~supplement~~Financial toOfficer and ~~in furtherance~~principal offinancial ~~rights to indemnification under applicable law~~ and ~~the~~accounting ~~Company’s~~officer ~~Certificate~~ of ~~Incorporation, as amended, and Amended and Restated Bylaws, each as further amended from time-to-time. The form of Indemnity Agreement further provides for~~ the advancement of expenses of each director and executive officer in connection with claims with respect to which such director or executive officer is or may be entitled to indemnification under the Indemnity Agreement Company.

~~The~~Item 5.03. Amendments ~~above description is qualified in its entirety by reference~~ to ~~the~~Articles ~~full~~of ~~text~~Incorporation ofor ~~the~~Bylaws; ~~form~~Change of ~~Indemnity~~Fiscal ~~Agreement, which is attached hereto as Exhibit 99~~Year.3.

Pursuant to the Merger, the certificate of incorporation of the Company was amended, the text of which amendment is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

2.1		Agreement and Plan of Merger, dated June 22, 2009, by and among Laboratory Corporation of America Holdings, Mastiff Acquisition Corp. and Monogram Biosciences, Inc.
Exhibit 3.1		Text of amendment to the Amended and Restated Certificate of Incorporation of Company.
10.1		Option Termination Letter, dated June 22, 2009, by and between the Company and William D. Young.
Exhibit 4.1		First Supplemental Indenture, dated as of August 4, 2009, among Monogram Biosciences, Inc. and U.S. Bank National Association, as trustee.
99.1		Form of Support Agreement, by and among Laboratory Corporation of America Holdings, Mastiff Acquisition Corp. and each director of Monogram, Biosciences, Inc.
99.2		Form of Support Agreement, by and among Laboratory Corporation of America Holdings, Mastiff Acquisition Corp. and each executive officer of Monogram, Biosciences, Inc.
99.3		Form of Indemnity Agreement.

Additional Information and Where To Find It

The tender offer described in this report has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell shares of Monogram common stock. At the time the tender offer is commenced, LabCorp and Purchaser will file a tender offer statement on Schedule TO and related materials with the U.S. Securities and Exchange Commission (SEC) and Monogram will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND MONOGRAM STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ PRIOR TO MAKING A DECISION TO TENDER SHARES. These documents (once they become available) will be available at no charge on the SEC’s website at www.sec.gov. The tender offer statement and related materials, tender offer solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to D.F. King & Co., Inc., the information agent for the tender offer, at 1-212-269-5550 for banks and brokers or 1-800-549-6746 for shareholders and all others.

Safe Harbor for Forward-Looking Statements

Investors and stockholders of Monogram are cautioned that statements in this report that are not strictly historical statements, including, without limitation, statements relating to the expected timing and closing of the transaction constitute forward-looking statements. These statements are based on current expectations, forecasts and assumptions of LabCorp and Monogram that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the risk that the conditions to the tender offer or the merger set forth in the agreement and plan of merger will not be satisfied and the transactions will not be consummated, uncertainties as to the timing of the tender offer and merger, uncertainties as to how many Monogram stockholders will tender their stock in the offer, changes in Monogram’s business during the period between now and the closing that could cause a condition to closing not to be satisfied; adverse reactions to the proposed transaction by customers, suppliers or strategic partners, dependence on key personnel and customers, reliance on proprietary technology, management of growth and organizational change, risks associated with litigation, competitive actions in the marketplace, and adverse actions of governmental and other third-party payors, as well as other factors detailed in Monogram’s filings with the Securities and Exchange Commission, including Monogram’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent SEC filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~Monogram Biosciences, Inc.~~		Monogram Biosciences, Inc.
Date: June 24, 2009	By:	/s/ Kathy L. Hibbs
Date: August 10, 2009			By:	/s/ F. Samuel Eberts III
		Kathy L. Hibbs
				F. Samuel Eberts III President and Secretary
		Senior Vice President, General Counsel

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated June 22, 2009, by and among Laboratory Corporation of America Holdings, Inc., Mastiff Acquisition Corp. and Monogram Biosciences, Inc.
Exhibit 3.1		Text of amendment to the Amended and Restated Certificate of Incorporation of Company.
10.1		Option Termination Letter, dated June 22, 2009, by and between the Company and William D. Young.
Exhibit 4.1		First Supplemental Indenture, dated as of August 4, 2009, among Monogram Biosciences, Inc. and U.S. Bank National Association, as trustee.
99.1		Form of Support Agreement, by and among Laboratory Corporation of America Holdings, Inc., Mastiff Acquisition Corp. and each director of Monogram, Biosciences, Inc.
99.2		Form of Support Agreement, by and among Laboratory Corporation of America Holdings, Inc., Mastiff Acquisition Corp. and each executive officer of Monogram, Biosciences, Inc.
99.3		Form of Indemnity Agreement.

Filing Compare · Monogram Biosciences, Inc.