REDACTED

[**] 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

HCV PROBE LICENSE AGREEMENT

between

CHIRON CORPORATION

F. HOFFMANN-LA ROCHE LTD.

and

ROCHE MOLECULAR SYSTEMS, INC.

---



BLOOD SCREENING HCV 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                           |  | 11  
|ARTICLE 6: REPRESENTATIONS AND WARRANTIES          |  | 12  
|ARTICLE 7: TERM AND TERMINATION                    |  | 13  
|ARTICLE 8: CONFIDENTIALITY                         |  | 14  
|ARTICLE 9: INDEMNITY                               |  | 15  
|ARTICLE 10: ALTERNATIVE DISPUTE RESOLUTION         |  | 16  
|ARTICLE 11: MISCELLANEOUS                          |  | 17  
|ARTICLE 12: FIELD RESTRICTIONS AND OTHER COVENANTS |  | 19  
|ARTICLE 13: INFRINGEMENT BY THIRD PARTIES          |  | 20  
|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 HCV 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 hepatitis C virus ("HCV"), 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 HCV 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 Article 10.

1.2 "Affiliate"
means an entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, a
specified entity. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any
entity, means: (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that entity, whether through the ownership of voting
securities or by contract or otherwise; or (b) the ownership of at least fifty percent (50%) of the voting securities of that entity. Notwithstanding anything to the contrary contained herein,
"Affiliate" shall not include, in the case of CHIRON, Novartis AG or any Affiliate of Novartis AG, unless Novartis shall have acquired direct control of a majority of the Board of Directors of CHIRON.
Notwithstanding anything to the contrary contained herein, "Affiliate" shall not include, in the case of ROCHE, Genentech Inc. or any Affiliate of Genentech Inc., nor Laboratory
Corporation of America Holdings or any Affiliate of Laboratory Corporation of America Holdings.

1.3 "Authorized
Distributor" means abona fide, unaffiliated distributor, but excluding any entity which is a Major IVD
Manufacturer (as defined below) that is not licensed in the Field (as defined below) under one or more of the CHIRON Licensed Patents (as defined below) or is affiliated with, or directly or
indirectly controlled by, such a Major IVD Manufacturer, except to the extent that such unlicensed Major IVD Manufacturer or its Affiliates distributes CHIRON Licensed Products for

3

---

ROCHE or its Affiliates on a local country basis and in the same manner in which it distributes other diagnostic products for ROCHE or its Affiliates and ROCHE and its Affiliates are not otherwise
selling CHIRON Licensed Products in such country.

1.4 "Blood
Screening" means the commercial use of products that detect nucleic acid sequences(s) for: (a) the screening of blood, plasma or blood components
intended for transfusion; and (b) confirmatory or supplemental testing of the same samples otherwise screened for purposes described in Section 1.4(a).

1.5 "Calendar
Quarter" means the three (3) month period beginning January 1, April 1, July 1 or October 1.

1.6 "Calendar
Year" means January 1 through December 31.

1.7 "CHIRON
Future HCV Sequence Patent Rights" means any and all Valid Claims Directed to HCV of United States and foreign patents and patent applications:
(a) which are based upon inventions conceived or rights acquired [**] (as defined below); (b) are not CHIRON Licensed Patents (as defined below); (c) which
claim HCV nucleic acid sequence(s) or a method to use (other than in the manufacture of peptides) or detect such sequences specifically; (d) which are owned by, licensed to or otherwise
controlled by CHIRON or its Affiliates, with rights to license or sublicense; and (e) with respect to which CHIRON has the right to grant the option provided for in Section 2.4 of this
Agreement. For purposes of this Agreement, an invention will be deemed to have been conceived if there is a patent, patent application, written invention disclosure statement or other tangible
document (whether or not witnessed) describing such invention.

1.8 "CHIRON
Licensed Patents" means Valid Claims Directed to HCV which cover the manufacture, use, sale, offer for sale or importation of Products that are contained
within any of the following: (a) the patents and applications identified in Exhibit B and any continuation, continuation-in-part and divisional applications
therefrom; (b) any reissued or reexamined patents obtained from such patents and applications; (c) all foreign counterparts of such patents and applications; and (d) all future
patents and applications which are based on inventions conceived by CHIRON or its Affiliates on or before the Effective Date.

1.9 "CHIRON
Licensed Products" means Products which are manufactured, used, offered for sale, imported or sold under circumstances which would, in the absence of the
license granted under Section 2.1 constitute an infringement of a Valid Claim of the CHIRON Licensed Patents, including without limitation the Products identified in Exhibit D, as
modified from time to time by mutual agreement of the parties or as determined in accordance with Section 5.2.

1.10 "CHIRON
Non-HCV/HIV Analyte Patent Rights" means any and all Valid Claims of U.S. and foreign patents and patent applications: (a) which claim
any nucleic acid sequence(s) or transmissible disease-causing agent(s), other than HCV or HIV; (b) which is a blood borne, infectious disease or virus to the extent such Valid Claims cover the
detection of any nucleic acid sequence(s) or transmissible disease-causing agent(s) of such infectious disease or virus; (c) which are owned by, licensed to or otherwise controlled by CHIRON or
its Affiliates, with right to license or sublicense; and (d) with respect to which CHIRON has the right to grant the option provided for in Section 2.4 of this Agreement.

1.11 "CHIRON
Optioned Rights" means the CHIRON Future HCV Sequence Patent Rights and the CHIRON Non-HCV/HIV Analyte Patent Rights.

1.12 "Directed
to HCV" means that the claim or technology in question is directed to methods, compositions, reagents or kits specifically for use in nucleic
acid-based diagnostic assays for the detection of HCV nucleic acid sequence(s), or specifically for use in the manufacture of any compositions or reagents for use in, or manufacture of
nucleic acid-based diagnostic assays for

4

---

detection of HCV nucleic acid sequence(s) (excluding, for example, PCR claims and technology and other methods for detection of nucleic acid sequence(s) generally which involve nucleic acid
amplification). The terminology "specifically for use" as used in this Section 1.12, is intended to exclude inventions suitable for use with viruses or analytes other than HCV (including by way
of example and not by way of limitation, inventions relating to PCR, or assay formats, improved expression systems, detectable labels, instrumentation, packaging and the like), which shall not be
considered "specifically for use" in HCV detection as contemplated by this Section 1.12 and shall therefore not be considered as "Directed to HCV" hereunder.

1.13 "Earned
Royalty" and "Earned Royalty Amount" shall have the meanings specified in Paragraph 1 of Exhibit A.

1.14 "Effective
Date" means [**].

1.15 "End
User" means a person or entity who is a final purchaser of a Product, and whose use of a Product results in the Product's consumption, operation, destruction
or loss of activity.

1.16 "Existing
End Users" means as of May 1, 2001, those End Users for which ROCHE has been selling and continues to sell a commercially significant volume of
the Products required by such End Users for Blood Screening use; provided however, that "Existing End Users" shall not include any End User located in [**] or the
[**].

1.17 "Field"
means Blood Screening and Plasma Fractionation.

1.18 "Foundational
Patents" means the CHIRON Licensed Patents identified in Exhibit B which are stated therein to be Foundational Patents.

1.19 "HCV"
means any viral isolate of the hepatitis C virus described in the CHIRON Licensed Patents or classified as HCV by the International Committee on the Taxonomy
of Viruses (or any body that replaces such Committee) or any subtype of such isolate and further includes any isolate that is at least forty percent (40%) homologous to any such isolate and of the
same genomic type and substantially the same genomic organization, any isolate that has a genome that either hybridizes to or is substantially identical to any such isolate or its compliment, and any
defective or modified form of any of the above isolates.

1.20 "HCV
Diagnostics Agreement" means that certain HCV Probe License Agreement between CHIRON and ROCHE, dated as of October 10, 2000, as amended from time to
time.

1.21 "Infringing
Third Party Sales" means (a) as to Blood Screening, sales by a Major IVD Manufacturer of Products for use in Blood Screening, and (b) as
to Plasma Fractionation, sales or use by any third party for use in Plasma Fractionation, which in either case: (i) infringe one or more of the CHIRON Licensed Patents, or (b) as to
which a license under one or more of the CHIRON Licensed Patents has been granted, but as to which the licensee is not paying royalties thereunder.

1.22 "Interim
Agreement" means the Blood Screening HCV/HIV Probe License Agreement by and between CHIRON and ROCHE dated as of October 10, 2000, as amended from
time to time.

1.23 "In VitroDiagnostics" means the commercial use of products that detect nucleic acid sequence(s) of HCV in
individual human specimens, including the use of such products for diagnosis, prognosis, monitoring or classification purposes, including without limitation use for Transplantation but specifically
excluding use for Blood Screening and Plasma Fractionation.

1.24 "Licensed/Optioned
Patents" means the CHIRON Licensed Patents and the ROCHE Optioned Patents.

1.25 "Major
IVD Manufacturer" means a commercial entity (and its Affiliates) that manufactures, sells and engages in other commercial activities with respect to In VitroDiagnostic products and has a

5

---

significant marketing presence in one or more Regions. Major IVD Manufacturers include Abbott, Bayer, Johnson & Johnson, Pasteur, Sanofi, Dade Behring, Organon Teknika, Becton Dickinson,
bioMerieux, BioRad, Fujirebio, Beckman Coulter, Visible Genetics, Innogenetics, and PE Corporation and each of their successors and assigns and any other entity which commands in the future at least
an equivalent presence as measured by total product sales as do any of the foregoing entities as of the Effective Date in such Region.

1.26 "PCR"
means polymerase chain reaction technology.

1.27 "Plasma
Fractionation" means the commercial use of products that detect HCV nucleic acid sequence(s) for the screening of plasma or blood components intended for
use in blood products (e.g., without limitation, immunoglobulins).

1.28 "Product(s)"
means reagents, compositions or kits suitable for use in the Field.

1.29 "Region"
means one of the four (4) regions set forth on Exhibit G, as modified from time to time in accordance with Paragraph 1(e) of
Exhibit A.

1.30 "Release
Screening" means, as to Plasma Fractionation only, the quality control testing of plasma samples that have previously been screened for the presence of
HCV using (a) a CHIRON Licensed Product for which at least the applicable Earned Royalty Amount has been paid, (b) any other Product for the detection of HCV licensed by CHIRON for sale
or use in Plasma Fractionation or (c) a Product sold or used by CHIRON for the detection of HCV.

1.31 "ROCHE
Future HCV Sequence Patent Rights" means any and all Valid Claims Directed to HCV of United States and foreign patents and patent applications:
(a) which are based on inventions conceived or rights acquired [**]; (b) are not ROCHE Optioned Patents (as defined below); (c) which claim HCV nucleic
acid sequence(s) or a method to use (other than in the manufacture of peptides) or detect such sequences specifically; (d) which are owned by, licensed to or otherwise controlled by ROCHE or
its Affiliate, with rights to license or sublicense; and (e) with respect to which ROCHE has the right to grant the option provided for in Section 2.5 of this Agreement. For purposes of
this Agreement, an invention will be deemed to have been conceived if there is a patent, patent application, written invention disclosure statement or other tangible document (whether or not
witnessed) describing such invention.

1.32 "ROCHE
Non-HCV/HIV Analyte Patent Rights" means any and all Valid Claims of U.S. and foreign patents and patent applications: (a) which claim
any nucleic acid sequence(s) or transmissible disease-causing agent(s), other than HCV or HIV; (b) which is a blood borne, infectious disease or virus to the extent such Valid Claims cover the
detection of any nucleic acid sequence(s) or transmissible disease-causing agent(s) of such infectious disease or virus; (c) which are owned by, licensed to or otherwise controlled by ROCHE or
its Affiliates, with right to license or sublicense; and (d) with respect to which ROCHE has the right to grant the option provided for in Section 2.5 of this Agreement.

1.33 "ROCHE
Optioned Patents" means: (a) the patents and applications identified in Exhibit C and any continuation,
continuation-in-part and divisional applications therefrom; (b) any reissued or reexamined
patents obtained from such patents and applications; (c) all foreign counterparts of such patents and applications; and (d) all future patents and applications which are based on
inventions conceived by ROCHE or its Affiliates on or before the Effective Date, to the extent the items described in clauses (a) through (d) of this Section 1.33 contain a Valid
Claim Directed to HCV which covers the manufacture, use, sale, offer for sale or importation of a product in the Field or in Transplantation.

1.34 "ROCHE
Optioned Product" means a Product which is manufactured, used, offered for sale, imported or sold under circumstances which would, in the absence of the
license for which an option is

6

---

granted under Section 2.3, constitute an infringement of a Valid Claim of the ROCHE Optioned Patents.

1.35 "ROCHE
Optioned Rights" means the ROCHE Future HCV Sequence Patent Rights and the ROCHE Non-HCV/HIV Analyte Patent Rights.

1.36 "Transplantation"
means the commercial use of products that detect nucleic acid sequences for the screening of any biological materials intended for transfusion or
transplantation, in each case from any donor, including autologous donors, other than the transfusion or transplantation of blood or its derivatives, components or replacements.

1.37 "Units"
means the number of individual donations of blood, plasma or other blood components that are tested for Blood Screening by End Users through the use of a
CHIRON Licensed Product. In the event that ROCHE or its Affiliates perform assays for commercial purposes utilizing CHIRON Licensed Product, Units shall include the number of individual donations of
blood, plasma or other blood components that are so tested by ROCHE or its Affiliates. Notwithstanding the foregoing, Units shall not include those CHIRON Licensed Products used by or for End Users at
no charge by ROCHE for (A) reasonable quantities of quality control or evaluation testing or (B) replacement of defective goods.

1.38 "Valid
Claim" means a claim in any issued, active, unexpired patent which has not been withdrawn, cancelled, lapsed or disclaimed, or held unpatentable, invalid or
permanently unenforceable by a non-appealed or nonappealable final decision by a court or other appropriate body of competent jurisdiction. The scope of a Valid Claim shall be limited to
its terms as defined by any such court or decision-making body of competent jurisdiction in a nonappealable or non-appealed final decision.

ARTICLE 2  LICENSE AND OPTION GRANTS

2.1CHIRON Grants.Subject to the terms and conditions of this Agreement, CHIRON hereby grants to ROCHE and its
Affiliates, so long as they remain Affiliates of ROCHE, a worldwide, nonexclusive license, without the right to sublicense except to have made or to conduct research, under the CHIRON Licensed Patents
to research, develop, make, have made, import, use, offer for sale and sell CHIRON Licensed Products for use in the Field. CHIRON covenants not to sue any End User of a CHIRON Licensed Product (with
respect to which ROCHE has performed all of its material obligations under this Agreement) to the extent of activities in the Field or otherwise permitted under this Agreement. Conversely no immunity
from suit shall apply to End User activities inIn VitroDiagnostics, except as provided in the HCV Diagnostics Agreement, or otherwise outside of the
Field. Subject to Paragraph 4 of Exhibit A, CHIRON retains the nonexclusive right to practice and to grant licenses under the CHIRON Licensed Patents to make, have made, use, import,
offer for sale and sell any Products in the Field and all rights outside of the Field.

2.2Exclusion from CHIRON License.ROCHE acknowledges that neither ROCHE nor its Affiliates are licensed under this
Agreement to perform research or to develop any product other than a CHIRON Licensed Product.

2.3 ROCHE
Optioned Patents. Subject to the terms and conditions of this Agreement, ROCHE hereby grants to CHIRON and its Affiliates, so long as they remain Affiliates
of CHIRON, an option to enter into a worldwide, non-exclusive, [**] license, with no right to sublicense except to have made or to conduct research, under ROCHE
Optioned Patents to research, develop, make, have made, import, use, offer for sale and sell ROCHE Optioned Products for use in the Field and in Transplantation.

2.4CHIRON Optioned Rights.CHIRON grants to ROCHE a nonexclusive option to obtain one or more nonexclusive, worldwide
licenses, or sublicenses, as the case may be, with a right to sublicense to

7

---

ROCHE Affiliates only, under the CHIRON Optioned Rights, to make, have made, use, import, offer for sale and sell CHIRON Licensed Products and/or products in the Field and in Transplantation
(including as to CHIRON Non-HCV/HIV Analyte Patent Rights products for the detection of other transmissible disease-causing agents). [**]

2.5ROCHE Optioned Rights.ROCHE grants to CHIRON a nonexclusive option to obtain one or more nonexclusive, worldwide
licenses, or sublicenses, as the case may be, with a right to sublicense to CHIRON Affiliates only, under the ROCHE Optioned Rights, to make, have made, use, import, offer for sale and sell products
in the Field and in Transplantation (including as to ROCHE Non-HCV/HIV Analyte Patent Rights products for the detection of other transmissible disease-causing agents).
[**]

2.6Option Terms.As to any Valid Claim(s) included within CHIRON Optioned Rights or ROCHE Optioned Rights, the options
set forth in Sections 2.4 and 2.5 may be exercised at any time [**] during the life of such patent(s), by written notice from the option grantee to the option grantor
identifying the patent(s) under which the grantee wishes to obtain a license; [**] The terms of such license agreement will be subject to the following:



2.7Need for Option.CHIRON may, at any time hereunder, provide written notification to ROCHE that certain products
being sold or used by ROCHE are believed by CHIRON to be covered by one or more Valid Claims of a patent included within CHIRON Optioned Rights not licensed to ROCHE. In the event ROCHE does not,
[**] of receipt of such notification, exercise the relevant option provided for under Section 2.4 to obtain a license under such CHIRON Optioned Right, then CHIRON and
ROCHE shall promptly thereafter confer in good faith to discuss their respective positions concerning whether such products being sold or used by ROCHE are covered by a Valid Claim of the patent in
question. [**] within ninety (90) days following the above-mentioned notification, [**].

2.8Option Exercise.[**]

2.9Effect on Option by Termination.Termination of this Agreement pursuant to Article 7 shall terminate the
provisions of Sections 2.3 to 2.9; provided, however, that if at the time of such termination or, if prior notification is required under Section 7.3, then if immediately prior to the effective
date of termination set forth in such notification: (a) a license agreement arising out of the options granted under Section 2.3, 2.4 or 2.5 is in effect, such license shall survive such
termination under Article 7 and shall remain in effect in accordance with its terms; or (b) a party has properly exercised an option pursuant to Section 2.3, 2.4 or 2.5 and is
proceeding in good faith to negotiate a license agreement thereunder, the parties shall complete such negotiations in good faith.

8

---

2.10Third Party Patents.Each party shall use reasonable commercial efforts to acquire the right to grant the options
provided in Sections 2.4 and 2.5 when it acquires rights under patents of third parties.

ARTICLE 3  PAYMENTS, ROYALTIES

With respect to all Units, ROCHE shall make payments to CHIRON as set forth in Exhibit A.

ARTICLE 4  RECORDS AND REPORTS

4.1Units Data.ROCHE shall use commercially reasonable efforts to collect Units data for each Calendar Quarter from End
Users in such detail and accuracy so as to enable a determination of the amounts payable by ROCHE to CHIRON hereunder. In the event an End User fails to timely report its Units data for a Calendar
Quarter to ROCHE, ROCHE shall include in the report for such Calendar Quarter required under Section 4.2 a reasonable estimate of the number of such Units, subject to a "true up" correction in
the subsequent Calendar Quarter. [**]

4.2Earned Royalty Report.ROCHE shall, within ninety (90) days after the last day of each Calendar Quarter
commencing on or after [**], deliver to CHIRON a true and accurate report for the prior Calendar Quarter, substantially in the form attached as Exhibit E to this
Agreement, which shall state the amount of monies due hereunder, if any, as Earned Royalties, and shall include all information reasonably necessary to calculate such amount, including, but not
limited to, the following information, presented by Region and by Product and Field Category (as defined in Paragraph 1 of Exhibit A):



4.3Payment Dates.Not later than seventy-five (75) days after the last day of each Calendar Quarter
commencing on or after [**], ROCHE shall pay to CHIRON a good faith estimate of the Earned Royalty for such Calendar Quarter due under this Agreement. Such good faith estimate
shall be based on the most recent Units data available to ROCHE, together with such reasonable growth and seasonality assumptions utilized by ROCHE for external planning purposes. If no Earned
Royalties are due, ROCHE shall so report, stating the reasons why no such royalty is due. Not later than the date each Earned Royalty Report required under Section 4.2 is due, ROCHE shall
"true-up" its estimated Earned Royalty payment based on the number of Units set forth in the Earned Royalty Report for such Calendar Quarter and, if it is determined that the estimate of
Earned Royalties paid was less than the amount actually due for such Calendar Quarter, pay the underpaid amount, plus interest at the rate described in Section 4.9. If it is determined that the
estimate of Earned Royalties paid was more than the amount actually due for such Calendar Quarter, such overpaid amount shall be credited against Earned Royalties payable on Units in the subsequent
Calendar Quarter, plus interest at the rate described in Section 4.9.

9

---

4.4Payment Procedures.ROCHE shall pay royalties and all other payments due hereunder to CHIRON in immediately
available funds on the due date by wire transfer to:



or
at such place and in such other manner as CHIRON may designate in a notice signed by CHIRON's Treasurer or Controller to ROCHE.

4.5Taxes on Royalties.ROCHE shall deduct from amounts payable hereunder all taxes assessed or imposed against, or
required to be withheld from, royalty payments due and shall pay such amount to the appropriate fiscal or tax authorities on behalf of CHIRON. ROCHE shall forward promptly to CHIRON all tax receipts
received by ROCHE evidencing payment of such taxes.

4.6Audit Rights.



10

---



4.7Confidentiality of Audit.CHIRON agrees that all audited information shall be confidential to ROCHE and its
Affiliates, and that any person or entity conducting an audit on behalf of CHIRON pursuant to Section 4.6 shall be required to protect the confidentiality of such information.

4.8Payment in United States Currency.All payments shall be made in United States Dollars and shall be made on the
dates set forth herein.

4.9Late Payment Fee.Any payment, including, without limitation, royalty payments, made by ROCHE hereunder after the
date such payment is due, as set forth in this Article 4 hereof, shall bear interest at the lesser of: (a) [**] as published in the Wall Street Journal as of the
date such payment was due, or (b) the maximum rate permitted by applicable law.

ARTICLE 5  OTHER ACTIONS

5.1Patent Validity; Enforceability.Immediately upon the Effective Date, or as soon as possible thereafter, ROCHE shall
discontinue any opposition, challenge, compulsory license application or the like with respect to the CHIRON Licensed Patents.

5.2.Compulsory Licensing.ROCHE covenants and agrees on behalf of itself and its Affiliates to not support any third
party in seeking compulsory licensing of the CHIRON Licensed Patents in any jurisdiction. As used in this Section, "support" shall have the same meanings as in Section 7.2(b).

11

---



ARTICLE 6  REPRESENTATIONS AND WARRANTIES

6.1Corporate Authority.Each party represents and warrants to the other party that it has the necessary corporate
authority to enter into this Agreement.

6.2Right to Grant.Each party represents and warrants that they have the right to grant the licenses and options
granted in Article 2 hereof and that they are the sole owner of their respective Licensed/Optioned Patents, subject to licenses existing as of the Effective Date. CHIRON represents and warrants
to ROCHE that, to the best of its knowledge, neither CHIRON nor any of its Affiliates have transferred to [**] or any if its Affiliates (a) before December 1,
1998, title to any patent or patent application Directed to HCV in the Field existing on that date; or (b) on or after that date, title to any patent, patent application or invention Directed
to HCV in the Field.

6.3Current Licenses.CHIRON represents and warrants that: (a) as of the Effective Date the entities set forth in
Exhibit F are the only parties to which it has granted any licensed rights or other grants or immunities to one or more of the CHIRON Licensed Patents in the Field; and
(b) Exhibit F contains a complete and accurate description of the effective scope, field and territory of such grant as of the Effective Date. CHIRON also represents and warrants that
[**] except as disclosed in Exhibit F.

6.4Complete Patent List.CHIRON represents and warrants to ROCHE that, to the best of its knowledge and belief,
Exhibit B contains a complete list, as of the Effective Date, of all patents and patent applications owned by, licensed to (with a right to sublicense), or otherwise controlled by CHIRON or its
Affiliates containing claims Directed to HCV in the Field. To the extent that any other patent or patent application owned by, licensed to (with a right to sublicense) or otherwise controlled by
CHIRON or its Affiliates and filed on or before the Effective Date contains a claim Directed to HCV in the Field, such patent or patent application shall be automatically added to the CHIRON Licensed
Patents. Upon ROCHE's written request, not more frequently than annually, CHIRON shall provide ROCHE with an updated Exhibit B and a report of the prosecution status of applications within
CHIRON Licensed Patents. ROCHE represents and warrants to CHIRON that, to the best of its knowledge and belief, Exhibit C contains a complete list, as of the Effective Date, of all patents and
patent applications owned by, licensed to (with a right to sublicense), or otherwise controlled by ROCHE or its Affiliates containing claims Directed to HCV in the Field. To the extent that any other
patent or patent application owned by, licensed to (with a right to sublicense) or otherwise controlled by ROCHE or its Affiliates and filed on or before the Effective Date contains a claim Directed
to HCV in the Field, such patent or patent application shall be automatically added to the ROCHE
Optioned Patents. Upon CHIRON's written request, not more frequently than annually, ROCHE shall provide CHIRON with an updated Exhibit C and a report of the prosecution status of applications
within ROCHE Optioned Patents.

6.5Exclusions.Nothing contained in this Agreement shall be construed as:



12

---



6.6Further ROCHE Assurance.ROCHE acknowledges that the inclusion of ROCHE Affiliates within the license and option
grants pursuant to Sections 2.1 and 2.4 is intended to enable ROCHE to utilize the manufacturing and sales capabilities of its Affiliates in connection with the manufacture and sale of CHIRON Licensed
Products in a manner substantially similar to the involvement of such Affiliates in the manufacture and sale of ROCHE's products generally. ROCHE shall not, directly or indirectly, take any action
having or intended to have the effect of sublicensing ROCHE's rights under any of the CHIRON Licensed Patents, other than to abona fideAffiliate,
including, without limitation, by creating Affiliates specifically in connection with CHIRON Licensed Products, or through other third party arrangements such as joint ventures, collaborations, or
distribution arrangements with distributors. ROCHE and its Affiliates are licensed hereunder to sell and distribute CHIRON Licensed Products
only under the label, name and trademark rights owned by, licensed to or otherwise controlled by ROCHE or its Affiliates, and only through the sales force of ROCHE or its Affiliates, or through
Authorized Distributors. ROCHE and its Affiliates are not licensed to perform OEM manufacturing of CHIRON Licensed Products for a third party other than an Authorized Distributor; to supply CHIRON
Licensed Products for resale to any third party other than an Authorized Distributor; to permit any Authorized Distributor or other third party to sell any CHIRON Licensed Products under another third
party label, name or trademark or to permit any Authorized Distributor or other third party to sell any CHIRON Licensed Products under the Authorized Distributor's or any third party's own label, name
or trademark for use on an instrument bearing the label name or trademark of a party other than ROCHE or its Affiliates; provided, however, that nothing in this Section 6.6 shall be construed
to limit the rights of ROCHE or its Affiliates to engage in activities with such third parties, to the extent such third parties have obtained rights under the CHIRON Licensed Patents permitting such
activities.

6.7Limitation of Warranty.EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 7  TERM AND TERMINATION

7.1Term.This Agreement shall be in effect from the Effective Date until the last to expire of the CHIRON Licensed
Patents issued under the authority of the Patent and Trademark Office of the United States (the "Term"), unless earlier terminated pursuant to Sections 7.2 or 7.3 below.

7.2Voluntary Termination.ROCHE may voluntarily terminate all, but not less than all, licenses granted to ROCHE and its
Affiliates under this Agreement on a country-by-country basis, on not less than six (6) months prior written notice to CHIRON.

7.3Termination by CHIRON.CHIRON may terminate this Agreement only upon any of the following grounds:



13

---



7.4Enforcement After Termination.Upon valid termination of this Agreement under Section 7.2 or 7.3, ROCHE and
its Affiliates shall have no further rights under CHIRON Licensed Patents and CHIRON shall not be limited to its remedies under this Agreement, to the extent of such termination.

7.5Accrued Rights.Termination of this Agreement for whatever reason shall not affect any rights which have accrued
prior to termination, including without limitation royalty obligations occurring during the Term, calculated in accordance with Article 3 and Exhibit A.

7.6ROCHE Challenge to Section 7.3(a) Termination.In the event ROCHE provides written notification to CHIRON
prior to expiration of the thirty (30) day notice/cure period referenced in Section 7.3(a) that ROCHE disputes whether the grounds for termination under Section 7.3(a) are
present, such dispute shall be submitted to ADR pursuant to Article 10. The thirty (30) day notice/cure period shall be suspended during the pendancy of such ADR, provided that during
the pendancy of the ADR, ROCHE shall continue to make any disputed payments to CHIRON, on the condition that CHIRON shall repay ROCHE the amounts of such disputed payments if ROCHE prevails in the
ADR, plus interest at the rate described in Section 4.9. Notwithstanding anything in this Section 7.6 to the contrary, ROCHE may submit a dispute concerning a method by which amounts
payable by ROCHE and its Affiliates to CHIRON hereunder are calculated only one time, and any resolution from the ADR shall bind the parties as to such calculation method thereafter.

7.7ROCHE Challenge to Section 7.3(b) Termination.In the event that ROCHE, within thirty (30) days of
receiving notice of termination by CHIRON for the grounds set forth in Section 7.3(b) above, provides written notice to CHIRON that ROCHE disputes whether such grounds are present, such dispute
shall be submitted to ADR pursuant to Article 10 and termination of this Agreement shall be suspended during the pendancy of the ADR, provided that ROCHE suspends its action, suit or proceeding
(other than in an ADR proceeding between the parties as permitted by Section 7.3 (b) and Article 10) [**], and continues to perform all of its material
obligations hereunder.

7.8Audit Results Not Grounds for Termination.CHIRON's request for an audit under Section 4.6 shall not be
treated as a notice of breach under Section 7.3(a). In the event such audit determines there has been an underpayment by ROCHE, such underpayment shall not constitute grounds for termination by
CHIRON under Section 7.3(a) unless: (a) ROCHE has failed to rectify such underpayment in accordance with Section 4.6; (b) ROCHE has failed to rectify such underpayment
after notification and
opportunity to cure under Section 7.3(a); and (c) any ADR requested by ROCHE, pursuant to Section 7.6, and directed to any dispute concerning such underpayment, results in a
determination favorable to CHIRON and ROCHE has failed to rectify such underpayment. Notwithstanding the foregoing, ROCHE shall continue to make the disputed payments to CHIRON, on the condition that
CHIRON shall repay ROCHE the amounts of such disputed payments with respect to which ROCHE prevails in the ADR, plus interest at the rate described in Section 4.9.

7.9Survival.The following provisions of this Agreement shall survive termination or expiration of this Agreement, in
accordance with their respective terms: Article 1; Sections 4.6, 4.7, 4.8, 4.9, 6.7, 7.4, 7.5 and 7.9; Articles 8, 9, and 10; Sections 11.9 through 11.14; and Section 14.1.

ARTICLE 8  CONFIDENTIALITY

8.1Obligation.From time to time during the Term, CHIRON and ROCHE may provide to each other information concerning
patents, patent applications, license agreements and other confidential or proprietary information related to this Agreement (the "Information"). Notwithstanding anything in

14

---

this Agreement to the contrary, following execution of this Agreement, Earned Royalty Amounts payable under this Agreement shall be deemed "Information" as to which both CHIRON and ROCHE shall be
deemed to be the party receiving the Information (the "Receiving Party"). Each Receiving Party shall during the Term and for a period of three (3) years after termination hereof:
(a) maintain the Information in confidence; (b) not disclose the Information to any third party, other than employees, agents or consultants of the Receiving Party, its Affiliates or
permitted sublicensees who have a need to know the Information and who are bound by confidentiality obligations to the Receiving Party no less restrictive than those contained herein; and
(c) not use the Information for any purpose not directly related to performance hereunder or otherwise authorized under this Agreement.

8.2Exclusions.The obligations of this Article 8 shall not apply to any Information which: (a) is or
which becomes generally known to the public by publication or by means other than a breach of a duty by the Receiving Party; (b) is otherwise known by the Receiving Party at the time of
disclosure by the other party; (c) otherwise becomes available to the Receiving Party from a third party not in breach of confidentiality obligations to the other party; or (d) is
developed by or for the Receiving Party independent of any disclosure from the other party. The Receiving Party also shall be permitted to make disclosures of Information which are reasonably
necessary in connection with a possible grant of a permitted sublicense by the Receiving Party or in due diligence related to a possible acquisition, merger, consolidation, substantial asset transfer
or similar transaction of the Receiving Party, provided that the recipient is bound to the Receiving Party by confidentiality obligations with respect to the
Information no less restrictive than those contained herein. Nothing herein shall prevent the Receiving Party from making such disclosures of Information as are reasonably required by law, regulation
(including 37 C.F.R. § 1.56), or order of any court or governmental agency; provided that the Receiving Party has provided reasonable advance notice to allow the disclosing party
the opportunity to seek a protective order or otherwise contest, prevent or limit such disclosure.

8.3Return of Information.Upon termination of this Agreement for any reason, the Receiving Party shall return, or at
the option of the disclosing party, certify destruction of, all Information and copies thereof; provided that the Receiving Party may retain one copy thereof in its law department files solely for
evidentiary and regulatory purposes.

8.4Disclosure of Agreements and Terms.Each of the parties may issue a press release disclosing the existence of this
Agreement. Subject to mutual agreement as to form and substance, the parties may make selected disclosure of the material financial terms in such press releases. Each party may disclose any of the
terms of this Agreement to any Affiliate; provided that the recipient of such disclosure is obligated to confidentiality terms no less restrictive than those contained in this Article 8. Each
party may disclose any information contained in or regarding this Agreement to the extent required in its respective reasonable judgment by applicable law, regulation or order of any court or
governmental agency. Further, each party may determine in its respective discretion to file this Agreement under the Securities and Exchange Act of 1934 or otherwise with any United States or foreign
governmental agency, even if that filing may result in this Agreement becoming available to the public generally. The filing party shall seek confidential treatment for at least the essential
financial terms hereof in connection with any such filing, subject to applicable law and regulation, and shall notify the other party in advance of any such filing and consider such suggestions as the
other party may make as to the terms herein as to which the filing party should seek confidential treatment.

ARTICLE 9  INDEMNITY

9.1ROCHE Indemnity.ROCHE shall indemnify, defend and hold harmless CHIRON and its Affiliates and their officers,
directors, shareholders, employees, representatives and agents, against any claim, demand, loss, damage or injury, including reasonable attorneys' fees, asserted by a third party, arising from,
relating to, or otherwise in respect of, (a) the manufacture, use or sale of CHIRON

15

---

Licensed Products, or (b) any breach by ROCHE or its Affiliates of any representation, warranty or covenant under this Agreement; provided, however, that such indemnity shall not extend to
damages arising directly from any breach or willful or negligent act of CHIRON or its Affiliates.

9.2CHIRON Indemnity.CHIRON shall indemnify, defend and hold harmless ROCHE and its Affiliates and their officers,
directors, shareholders, employees, representatives and agents, against any claim, demand, loss, damage or injury, including reasonable attorneys' fees, asserted by a third party, arising from,
relating to, or otherwise in respect of, (a) the manufacture, use or sale of ROCHE Optioned Products, or (b) any breach by CHIRON or its Affiliates of any representation, warranty or
covenant under this Agreement; provided, however, that such indemnity shall not extend to damages arising directly from any breach or willful or negligent act of ROCHE or its Affiliates.

9.3Indemnification Procedures.In the event either party claims indemnification pursuant to this Article 9, the
indemnified party shall promptly notify the indemnifying party in writing upon becoming aware of any claim to which such indemnification may apply. Delay in providing such notice shall constitute a
waiver of the indemnifying party's indemnity obligations hereunder only if the indemnifying party's ability to defend such claim is materially impaired thereby. The indemnifying party shall have the
right to assume and solely control the defense of the claim at its own expense. If the right to assume and solely control the defense is exercised, the indemnified party shall have the right to
participate in, but not to control, such defense at its own expense, and the indemnifying party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred
by the indemnified party after the assumption of the defense by the indemnifying party. If the indemnifying party does not assume the defense of the claim, the indemnified party may defend the claim
at the indemnifying party's expense. The indemnified party shall not settle or compromise the claim without the prior written consent of the indemnifying party, and the indemnifying party shall not
settle or compromise the claim in any manner which would have an adverse effect on the indemnified party without the consent of the indemnified party, which consent, in each case, shall not be
unreasonably withheld. The indemnified party shall reasonably cooperate with the indemnifying party and shall make available to the indemnifying party all pertinent information under the control of
the indemnified party, all at the expense of the indemnifying party.

9.4Sunset.The provisions of Sections 9.1 and 9.2 shall continue in effect on a claim-by-claim
basis, after the termination of this Agreement, only until the expiration of the last to expire statute of limitations applicable to such claim.

9.5Limitation of Liability.Neither party shall be liable to the other for any consequential, special, indirect or
exemplary damages or for the loss of profits arising from the performance or nonperformance of this Agreement or any acts or omissions associated herewith.

ARTICLE 10  ALTERNATIVE DISPUTE RESOLUTION

The parties recognize thatbona-fidedisputes may from time to time arise which relate to any
aspect of this Agreement, including, without limitation, any of the parties' rights and/or obligations hereunder, and including, without limitation, disputes relating to the interpretation, form,
validity, performance and/or termination of this Agreement or relating to infringement, scope, claims construction, or
(without limiting the effect of Section 7.3(b)) validity or enforceability of the CHIRON Licensed Patents. In the event of the occurrence of any dispute, a party may, by notice to the other
party, have such dispute referred to their respective employees designated below or their successors, for

16

---

attempted resolution by good faith negotiations within ninety (90) days after such notice is received. Said designated officers are as follows:



In
the event the designated officers, after such good faith negotiations, are not able to resolve such dispute within such ninety (90) day period, or any agreed extension
thereof, a party may invoke the provisions for binding ADR as set forth in Paragraph 9 of the Settlement Agreement. Neither party shall seek recourse against the other hereunder in any court or
other forum, except as permitted by Paragraph 9 of the Settlement Agreement or as may be necessary to enforce a determination made in ADR pursuant to this Article 10 and
Paragraph 9 of the Settlement Agreement.

ARTICLE 11  MISCELLANEOUS

11.1Assignment.



11.2Force Majeure.A party hereto shall not be liable for, nor shall this Agreement be terminable or cancelable by
reason of, any delay or default in any such party's performance hereunder, to the extent that such default or delay is caused by events beyond such party's reasonable control including, but not
limited to: acts of God; regulation, law or action of any government or agency thereof; war or insurrection; civil commotion; labor disturbances; epidemic; or failure of suppliers, public utilities or
common carriers. Each party shall give prompt notice to the other party of such cause, and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as
possible.

11.3Severability.In the event that any one or more of the provisions of this Agreement should for any reason be held
by any court or authority having jurisdiction over this Agreement or over the parties hereto to be invalid, illegal or unenforceable, such provision or provisions shall be reformed to approximate as
nearly as possible the intent of the parties, in such jurisdiction; elsewhere, this Agreement shall not be affected.

11.4Entire Agreement; Termination of Interim Agreement.This Agreement together with the Exhibits, Attachments and
Schedules constitutes the entire agreement among the parties relating to the subject matter of this Agreement. Upon execution and delivery of this Agreement, the parties acknowledge and agree that the
Interim Agreement shall be terminated and of no further force or

17

---

effect, except as to those provisions of the Interim Agreement that expressly survive any termination or expiration or as specifically referenced in this Agreement. There are no other understandings,
representations or warranties of any kind.

11.5Amendment.This Agreement shall not be altered, extended or modified except by written agreement of the parties.

11.6Waiver.Failure by a party hereunder to enforce any right under this Agreement shall not be construed as a waiver
of such right or any other rights under this Agreement; nor shall a waiver by a party hereunder in one or more instances be construed as constituting a continuing waiver or as a waiver in other
instances.

11.7Costs.Each of the parties hereto shall be responsible for its respective legal and other costs incurred in
relation to the preparation of this Agreement.

11.8Counterparts.This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same instrument. Facsimile copies of signatures for a party shall be deemed to be originals for purposes of execution
of the Agreement.

11.9Notices.



|ROCHE:   |  | F. Hoffmann-La Roche Ltd.
Grenzacherstrasse 124
Basel
Bale 4002
Switzerland
Attn: Head of Diagnostics Division
|-------- |  | --------------------------------------------------------------------------------------------------------------
|Copy to: |  | General Counsel
Roche Molecular Systems, Inc.
1145 Atlantic Avenue
Alameda, CA 94501                          
|CHIRON:  |  | Chiron Corporation
4560 Horton Street
Emeryville, California 94608
Attn.: President, Blood Testing            
|Copy to: |  | General Counsel
Chiron Corporation
4560 Horton Street
Emeryville, CA 94608                                    



11.10Governing Law.All matters affecting the interpretation, form, validity, performance and termination of this Agreement shall be
decided and interpreted under the laws of the State of New

18

---

York, excluding any choice of law rules which may direct application of the laws of any other jurisdiction.

11.11Relationship of the Parties.The relationship of the parties under this Agreement is that of independent contractors. Nothing
contained in this Agreement is intended or is to be construed so as to constitute the parties as partners, joint venturers or agents of the other. Neither party or its Affiliates has any express or
implied right or authority under this Agreement to assume or create any obligations or make any representations or warranties on behalf of or in the name of the other party or its Affiliates.

11.12Headings.The headings of the Articles and Sections in this Agreement have been inserted for convenience only and do not
constitute part of this Agreement.

11.13No Trademark Rights.No right, express or implied, is granted by this Agreement to either party to use in any manner the name,
trade name or trademark of the other party in connection with the performance of this Agreement.

11.14 No Implied Licenses.No license, express or implied, is granted by this Agreement to either party, other than the licenses or
options granted under Sections 2.1, 2.3, 2.4 and 2.5.

ARTICLE 12  FIELD RESTRICTIONS AND OTHER COVENANTS

12.1ROCHE Covenant RegardingIn VitroDiagnostics



19

---



12.2Patent Marking.ROCHE and its Affiliates shall include a patent notice on each CHIRON Licensed Product to identify
the CHIRON Licensed Patents which such CHIRON Licensed Product, but for the licenses granted herein, would infringe one or more Valid Claims (or for which royalties are being paid); provided, however,
identification of CHIRON Licensed Patents on a CHIRON Licensed Product shall in no way be deemed to be an admission by ROCHE or its Affiliates, or raise a presumption, that such CHIRON Licensed
Product is in fact covered by such CHIRON Licensed Patent.

ARTICLE 13  INFRINGEMENT BY THIRD PARTIES

13.1Notice of Infringement.Each party shall notify the other if it becomes aware of Infringing Third Party Sales.
CHIRON shall have the exclusive right to take action against any infringement of any of the CHIRON Licensed Patents, in its sole discretion, subject to this Article 13.

13.2Infringement Litigation.



20

---





21

---



13.3.Cooperation.ROCHE and its Affiliates shall cooperate with CHIRON in connection with any legal action referred to
in this Article 13.

ARTICLE 14  EUROPEAN COMMUNITY PROVISIONS

14.1Termination in European Community.Notwithstanding the provisions of Article 7, this Agreement, with respect
to the European Community, shall terminate in each member country seventeen (17) years from the Effective Date or on the expiration of the last to expire of the patents within the CHIRON
Licensed Patents in such member country based upon a patent existing or a patent application pending as of the Effective Date, whichever is later; provided, however, that prior to the termination of
this Agreement in the first member country in which it would otherwise terminate pursuant to the foregoing, ROCHE may, in its discretion, elect by written notice to CHIRON to extend this Agreement as
to all such member countries for an additional term which shall expire on a country-by-country basis on the expiration date of the last to expire patent within the CHIRON
Licensed Patents existing in such member country as of the date of such extension.

14.2Competition Notification.If either party (the "Notifying Party") elects to file a notification with respect
to this Agreement (a "Notification") with the Competition Directorate of Commission of
European Community (the "Commission") in accordance with regulations established by the Commission, the Notifying Party shall provide a non-confidential version of the final draft to the
other party for comment at least thirty (30) days before making the filing and shall consider in good faith the modification thereto, if any, that the other party may propose. The other party
shall execute all documents reasonably required by the Notifying Party and shall otherwise reasonably cooperate in connection with the Notification. The Notifying Party shall bear all costs incurred
by it relating to the Notification.

14.3Reformation.If, at any time during the Term, either party receives a request or other communication from the
Commission with respect to the Notification (a "Request"), such party shall promptly inform the other of the nature of the Request. In the event that the Commission indicates in a Statement of
Objection(s) that this Agreement will violate the provisions of Article 81 or 82 of the Treaty of Rome, then the parties shall amend this Agreement by making those minimal modifications
necessary to satisfy the concerns of the Commission as set forth in the Statement of Objection(s). Notwithstanding the foregoing, the parties agree that ROCHE shall retain substantially the same
license rights at substantially the same royalties as specified under this Agreement.

22

---

IN WITNESS WHEREOF this Agreement has been executed by duly authorized officers of CHIRON and ROCHE as of the Effective Date.

|CHIRON CORPORATION            |  |                                              
|----------------------------- |  | ---------------------------------------------
|By:                           |  | /s/SEÁN P. LANCESeán P. Lance                
|Title:                        |  | Chairman and Chief Executive Officer         
|Date:                         |  | May 22, 2001                                 
|F. HOFFMANN-LA ROCHE LTD      |  |                                              
|By:                           |  | /s/HEINO VON PRONDYZNSKIHeino von Prondyznski
|Title:                        |  | Head of Roche Diagnositics                   
|Date:                         |  | 21/05/01                                     
|By:                           |  |                                              
|                              |  |                                              
|Title:                        |  |                                              
|Date:                         |  |                                              
|                              |  |                                              
|ROCHE MOLECULAR SYSTEMS, INC. |  |                                              
|By:                           |  | /s/HEINER DREISMANNHeiner Dreismann          
|Title:                        |  | President, RMS                               
|Date:                         |  | 05/09/01                                     

23

---

REDACTED

Exhibit A    Compensation to Chiron Corporation

1.Earned Royalty.Subject to the adjustments referenced in this Exhibit A, royalties paid to CHIRON under this
Agreement in any Calendar Quarter (the "Earned Royalty") shall be calculated as follows:

The
Earned Royalty for each Calendar Quarter shall be the [**]:

Earned Royalty Amounts

|Field Category: |  | Region I |  | Region II |  | Region III |  | Region IV1
|--------------- |  | -------- |  | --------- |  | ---------- |  | ----------
|[**]            |  | [**]     |  | [**]      |  | [**]       |  | [**]      
|[**]            |  | [**]     |  | [**]      |  | [**]       |  | [**]      

---

1  See
Paragraph 5 below.



---



2.Home Brew Adjustment.With respect to sales of CHIRON Licensed Products in [**] for use in
Blood Screening, [**] as set forth in this Paragraph 2, [**], if in the [**]:

[**]
[**]

Reduced
Earned Royalty Amount(in units)greater than [**]

[**]greater than [**]

[**]


If
the parties are unable otherwise to agree within thirty (30) days of a request by either party, [**]. In the event that Home Brew Screening achieve a market share in
[**] Blood Screening [**], the parties shall meet and confer, at ROCHE's request, to consider reasonably and in good faith the actions that CHIRON might
take to abate such Home Brew Screening. [**]. As used herein, "Home Brew Screening" shall mean the use in Blood Screening of probe screening methods Directed to HCV not
licensed by CHIRON and not utilizing any assay, kit, reagent or other component Directed to HCV made by or for ROCHE. ROCHE may have the benefit of the adjustment to Earned Royalty Amounts provided by
this Paragraph 2 or the adjustment or the adjustment to Earned Royalty Amounts provided under Section 13.2, at its election, but not both.

3.Pre-Licensing Royalties.Notwithstanding anything to the contrary in the Agreement or this
Exhibit A, Earned Royalties shall be paid on Units in the United States under investigational new drug (IND) status and, similarly, on Units in any other jurisdiction for investigational or
other pre-licensure use.

4.Most Favored Licensee.CHIRON shall promptly notify ROCHE if it grants to a third party a license under CHIRON
Licensed Patents to practice in Blood Screening or Plasma Fractionation under terms that impose [**] of the applicable Earned Royalty Amounts. With such notification, CHIRON
shall provide ROCHE with a summary of [**]. At ROCHE's election, to be made in writing [**] hereunder shall be adjusted [**].
Any such adjustment will be subject to the same terms as are applicable to such minimum amounts payable by such third party, including, without limitation, [**]. This
Paragraph 4 only applies to licenses that enable a third party to sell or use Products Directed to HCV for Blood Screening; provided, however, it does not apply to licenses of Products Directed
to HCV for Blood Screening that do not compete with Products then being sold by ROCHE. It also does not apply to a license that amends, replaces or supplements CHIRON's arrangement
[**].

---

5.Credits to Assist Developing Countries.CHIRON and ROCHE recognize the importance of improving the safety of the
blood supply throughout the world. Accordingly, CHIRON agrees that ROCHE may take a credit of [**]:

Jurisdiction

Donation Threshold2[**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]
3
[**][**]
3
[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**]


---

2  Agreed
by the parties to be equal to [**] of the annual donations tested in each jurisdiction, as reported by
the World Health Organization.

3  If
[**] is deemed to be within Region IV, pursuant to Footnote 1 of Exhibit G

Notwithstanding
anything set forth in this Exhibit A, the Earned Royalty Amount for Blood Screening in all jurisdictions within Region IV other than those set forth in this Paragraph 5
shall be [**].

6.Single Royalty Per CHIRON Licensed Product.Only one payment of Earned Royalty shall be due with respect to any Net
Sales or only one payment of Earned Royalty Amount shall be due with respect to any Unit of CHIRON Licensed Product Shipped, irrespective of the number of patents or Valid Claims in the CHIRON
Licensed Patents covering such CHIRON Licensed Product.

7.Dispute Resolution.Except as set forth in Paragraph 2 of this Exhibit A, any dispute between CHIRON
and ROCHE regarding whether any adjustment to or credits against Earned Royalties under this Exhibit A is appropriate, and which the parties fail to resolve themselves may only be resolved by
resort to the ADR provisions of Article 10. Until such dispute is resolved, ROCHE shall pay CHIRON the Earned Royalty provided for herein without benefit of the applicable disputed adjustment
on the condition that CHIRON shall repay ROCHE the amounts of such disputed payments if ROCHE prevails in the ADR, plus interest at the rate described in Section 4.9.

---

REDACTED

Exhibit B  HCV  Page 1 of 3        Chiron HCV Patents    [**]

[**]
[**]
[**]
[**]
[**]
[**]

[**]
[**]
[**]

[**]
[**]

[**]
[**]

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

---

REDACTED

Exhibit B  HCV
Page 2 of 3
[**]

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

[**]
[**]
[**]

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

[**]
[**]
[**]

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

---

REDACTED

Exhibit B  HCV
Page 3 of 3

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

[**]

[**]

[**]

[**]
[**]
[**]

[**]
[**]
[**]
[**]

---

REDACTED

Exhibit C  HCV  Page 1 of 1        [**]

[**]
[**]
[**]

[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]

[**]
[**]
[**]

---

REDACTED

EXHIBIT D

Product Codes, BS kits:

Description

SAP/Part No.[**][**]

[**][**]

[**][**]

[**]


---

Exhibit E    Form of Report[To Be Agreed To By The Parties.]

---



REDACTED

Exhibit F    Existing Licenses or Rights granted in the Field under the Licensed Patents  as of the Effective Date

1.  Agreement
between Gen-Probe Incorporated and Chiron Corporation dated as of June 11, 1998 (the "Gen-Probe Agreement").

[**]

[**]

[**]

[**]

1

---

REDACTED

Exhibit G    Regions

Region I

[**][**]

[**][**]

[**][**]

[**][**]

[**]
1[**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]

[**][**]


Region II

[**]
[**]

Region III

[**]

Region IV

[**]

---

1  If
[**], as the case may be, fails to implement a program for use of Products Directed to HCV for Blood
Screening prior to [**], the parties shall meet and confer to determine whether [**] shall be deemed to be within Region IV, subject to
Paragraph 5 of Exhibit A. If such failure continues beyond [**], then [**], as the case may be, shall thereafter be deemed to be within
Region IV, subject to Paragraph 5 of Exhibit A

[**] 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.

---

QuickLinks