[**] 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 withBlood Screening HIV Probe License Agreement - Chiron Corp., F. Hoffman-La Roche Ltd. and Roche Molecular Systems Inc.
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