Blood Screening HIV Probe License Agreement - Chiron Corp., F. Hoffman-La Roche Ltd. and Roche Molecular Systems Inc.



[**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


BLOOD SCREENING HIV PROBE LICENSE AGREEMENT

between

CHIRON CORPORATION

F. HOFFMANN-LA ROCHE LTD.

and

ROCHE MOLECULAR SYSTEMS, INC. 




BLOOD SCREENING HIV PROBE LICENSE AGREEMENT
TABLE OF CONTENTS 

 
                                                                       
                                                                    Page

RECITALS
                                                                      
                                                                    3

ARTICLE 1: DEFINITIONS

                                                                      

                                                                    3

ARTICLE 2: LICENSE AND OPTION GRANTS

                                                                      

                                                                    7

ARTICLE 3: PAYMENTS, ROYALTIES

                                                                      

                                                                     9

ARTICLE 4: RECORDS AND REPORTS

                                                                      

                                                                      9

ARTICLE 5: OTHER ACTIONS

                                                                      

                                                                     12

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

                                                                      

                                                                     12

ARTICLE 7: TERM AND TERMINATION

                                                                      

                                                                     13

ARTICLE 8: CONFIDENTIALITY

                                                                      

                                                                     15

ARTICLE 9: INDEMNITY

                                                                      

                                                                     16

ARTICLE 10: ALTERNATIVE DISPUTE RESOLUTION

                                                                      

                                                                     16

ARTICLE 11: MISCELLANEOUS

                                                                      

                                                                     18

ARTICLE 12: FIELD RESTRICTIONS AND OTHER COVENANTS

                                                                      

                                                                     20

ARTICLE 13: INFRINGEMENT BY THIRD PARTIES

                                                                      

                                                                     21

ARTICLE 14: EUROPEAN COMMUNITY PROVISIONS

                                                                      

                                                                     22

EXHIBIT A: COMPENSATION TO CHIRON

                                                                      

                                                                        

EXHIBIT B: CHIRON PATENT LIST

                                                                      

                                                                        

EXHIBIT C: ROCHE PATENT LIST

                                                                      

                                                                        

EXHIBIT D: CHIRON LICENSED PRODUCTS

                                                                      

                                                                        

EXHIBIT E: FORM OF REPORT

                                                                      

                                                                        

EXHIBIT F: EXISTING LICENSES

                                                                      

                                                                        

EXHIBIT G: REGIONS

                                                                      

                                                                        


                                                2




BLOOD SCREENING HIV PROBE LICENSE AGREEMENT 

This agreement (hereinafter "Agreement") is made by and between CHIRON 
CORPORATION, a Delaware corporation, of 4560 Horton Street, Emeryville,
California 94608 (hereinafter referred to as "CHIRON"), F. HOFFMANN-LA 
ROCHE LTD., a Swiss corporation, of Grenzacherstrasse 124, Basel, 
Switzerland (hereinafter referred to as "ROCHE PARENT"), and ROCHE 
MOLECULAR SYSTEMS, INC., a Delaware corporation, of 1145 Atlantic 
Avenue, Suite 100, Alameda, California 94501 (hereinafter referred to 
as "RMS" and collectively with ROCHE PARENT, "ROCHE"). 


                                           BACKGROUND 

WHEREAS, CHIRON and ROCHE currently own or control certain patent 
rights relating to the human immunodeficiency virus ("HIV"), as 
defined below. 

WHEREAS, CHIRON and ROCHE entered into that certain Settlement 
Agreement dated as of October 10, 2000 (the "Settlement Agreement") 
pertaining to the settlement of the certain litigation matters 
described therein. 

WHEREAS, in consideration of and subject to the execution and delivery 
of the Settlement Agreement, CHIRON granted licenses to ROCHE under 
certain patent rights relating to HIV for use in assays for the 
detection of nucleic acid sequences for use in Blood Screening, 
subject to certain geographic and time limitations, under that certain 
Blood Screening HCV/HIV Probe License Agreement dated as of October 10, 
2000 (the "Interim Agreement"). 

WHEREAS, CHIRON and ROCHE now desire to enter into a long term, 
worldwide collaboration in Blood Screening, superceding the terms and 
conditions of the Interim Agreement, all on the terms and conditions 
set forth herein. 

NOW, THEREFORE, in consideration of the above provisions and the mutual 
covenants contained herein, CHIRON and ROCHE hereby agree as follows: 


ARTICLE 1
DEFINITIONS 

In this Agreement the following words and phrases shall have the 
following meanings: 

    1.1 "ADR" means Alternative Dispute Resolution in accordance with