MGRM Monogram Technologies Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

MONOGRAM BIOSCIENCES, INC.

(Name of Subject Company)

MONOGRAM BIOSCIENCES, INC.

(Name of Person Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

60975U207

(CUSIP Number of Class of Securities)

William D. Young

Chief Executive Officer

Monogram Biosciences, Inc.

345 Oyster Point Blvd.

South San Francisco, California 94080

(650) 635-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person Filing Statement)

With copies to:

Barbara L. Borden, Esq.

Steven M. Przesmicki, Esq.

Cooley Godward Kronish LLP

4401 Eastgate Mall

San Diego, CA 92121

(858) 550-6000

The following is a copy of the PowerPoint presentation made to employees of Monogram Biosciences, Inc. (the “Company”) on June 23, 2009 and posted on the Company’s internal website.

All Employee Meeting June 23, 2009

Forward Looking Information This presentation includes statements that are not strictly historical statements, including that, without limitation, statements relating to the expected benefits of the transaction, the expected timing and closing of the transaction, operating results and economic performance, and LabCorp’s and Monogram’s expectations regarding market position, constitute forward-looking statements. These statements are based on current expectations, forecasts and assumptions 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; the successful integration of Monogram into LabCorp’s business subsequent to the closing of the transaction; 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 LabCorp’s and Monogram’s filings with the Securities and Exchange Commission, including LabCorp’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent SEC filings, and Monogram’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent SEC filings.

Tender Offer Information The tender offer described in this presentation has not yet commenced, and this presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of Monogram Biosciences, Inc. common stock.  At the time the tender offer is commenced, LabCorp and Mastiff Acquisition Corp. 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 DF 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.

Leadership in Personalized Medicine Monogram is acknowledged as a leader in personalized medicine The result of the hard work, creativity and innovation of the entire Monogram team PhenoSense, Trofile, HERmark, VeraTag Truly The Marks of Individualized Medicine Our priorities have been to: Improve financial stability/health Significantly expand adoption of our products in personalized medicine

Today’s Announcement LabCorp Enters Definitive Agreement to Acquire Monogram Biosciences, Inc. Acquisition Price of $4.55 per Share in All Cash Transaction LabCorp to Strengthen Leadership in Infectious Disease and Oncology and Advance Personalized Medicine Strategy

Why the Acquisition LabCorp is one of the largest independent clinical laboratory companies in the U.S.  Shared commitment to personalized medicine and companion diagnostics Monogram weighed the opportunity with LabCorp alongside other alternatives including remaining an independent company Monogram believes that LabCorp’s offer represents compelling value to stockholders and the completed transaction will significantly accelerate the development of  products that will improve treatment outcomes for patients with infectious diseases and cancer

Acquisition Process Acquisition of Monogram for $4.55 in cash per share through “tender offer” and “merger” Tender Offer This is an offer by LabCorp to buy all the shares of outstanding stock of Monogram Stockholders can accept the offer and “tender” their shares to LabCorp When enough (approx 60%) shares are tendered, LabCorp will buy them and the tender will close Merger After the tender closes, then there will be a “merger” to merge Monogram into a subsidiary of LabCorp to complete the acquisition of Monogram

Acquisition Process LabCorp will launch tender offer within 7 business days (no later than July 1) Initial tender period is 20 business days  (this may be extended) If enough shares are tendered (about 60%), the tender offer should close soon thereafter  If > 90% of shares are tendered and the tender offer closes, the acquisition should be completed soon thereafter If < 90% of shares are tendered and the tender offer closes, there will be a longer process to close out the acquisition We expect that the acquisition will close in the third quarter, but timing is hard to predict In the meantime, we will continue to pursue our 2009 goals!!

Who is LabCorp? Laboratory Corporation of America Holdings Provides leading edge laboratory tests and services through a network of primary clinical laboratories and specialized Centers of Excellence.

LabCorp Centers of Excellence Retain separate scientific and market differentiation Molecular microbial testing Broad menu of esoteric oncology tests Focusing on infectious disease Outcome improvement services focused on kidney disease (kidney stones and chronic kidney disease) Specializing in allergy, coagulation, endocrinology and oncology Anatomic and clinical pathology labs specializing in uropathology, dermatopathology and gastrointestinal pathology

Where Monogram Fits LabCorp’s 2009 Priorities Gain New Customers Maintain Price Control Costs Implement Automation Advance Leadership in Personalized Medicine

Vision Companion Diagnostics play critical role in Personalized Medicine Monogram will contribute to LabCorp’s achieving its vision for personalized medicine through Monogram’s core strengths: clinical reputation, technology platforms and operational excellence in virology and oncology physician oriented commercial organizations Maintain and expand the Monogram, PhenoSense, Trofile and VeraTag brands LabCorp’s financial strength and patient access network combined with Monogram’s proprietary, high-value assay development and commercialization capabilities

Organization After the acquisition closes, LabCorp executive, Steve Anderson PhD, will work with Bill Young and Monogram leadership team to determine the go-forward organization and plan Bill will remain on an interim basis to help manage the integration Steve is Chief Scientific Officer for Oncology and Genetics and also serves as the Director of Operations for LabCorp’s Center for Molecular Biology and Pathology Many issues to be discussed and clarified over the next few months

What it means to employees Stock Plans Options All unvested Monogram options will accelerate and become fully vested at closing of merger Options with an exercise price less than the merger consideration of $4.55 per share will terminate and be “cashed out” All other options will terminate without any payment 401k Matching shares currently in employees’ 401(k) accounts will be cashed out No changes at this time to the Monogram plan with future matching contributions to be made in cash More details to come by the time we close the acquisition

What it means to employees Healthcare Benefits Medical Dental/Vision Flexible Spending Accounts Welfare Benefits Disability Life Insurance Time Off PTO Holidays Floating Holidays Leave of Absence Other Benefits (such as) Educational Assistance Health Club reimbursement Pre Paid Legal No changes to Monogram Plans at this time More details to come by the time we close

Next Steps The tender process will be initiated and we will keep you posted over the next few weeks on this Planning will take place for future organization and operations The transaction will take time to complete and until it has been consummated we will continue to operate as an independent company and remain focused on our Monogram goals Stay tuned and we’ll keep you posted ….

Leadership in Personalized Medicine Monogram is acknowledged as a leader in personalized medicine The result of the hard work, creativity and innovation of the entire Monogram team PhenoSense, Trofile, HERmark, VeraTag Truly The Marks of Individualized Medicine Our priorities have been to: Improve financial stability/health Significantly expand adoption of our products in personalized medicine With our new partner, we can build on our accomplishments while leveraging LabCorp’s capabilities

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