Exhibit 10.324

|CONFIDENTIAL |  | REDACTED VERSION
|------------ |  | ----------------

[***] 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.

HIV PROBE LICENSE AND OPTION AGREEMENTEUROPEAN UNION  between        CHIRON CORPORATION        F. HOFFMAN-LA ROCHE LTD.        and        ROCHE MOLECULAR
SYSTEMS, INC.

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HIV PROBE LICENSE AND OPTION AGREEMENTEUROPEAN UNION    TABLE OF CONTENTS

|           |  |                                        |  | Page
|---------- |  | -------------------------------------- |  | ----
|RECITALS   |  |                                        |  | 1   
|ARTICLE 1  |  | DEFINITIONS                            |  | 1   
|ARTICLE 2  |  | LICENSE GRANTS                         |  | 8   
|ARTICLE 3  |  | PAYMENTS, ROYALTIES                    |  | 10  
|ARTICLE 4  |  | RECORDS AND REPORTS                    |  | 10  
|ARTICLE 5  |  | OTHER ACTIONS                          |  | 11  
|ARTICLE 6  |  | REPRESENTATIONS AND WARRANTIES         |  | 12  
|ARTICLE 7  |  | TERM AND TERMINATION                   |  | 14  
|ARTICLE 8  |  | CONFIDENTIALITY                        |  | 16  
|ARTICLE 9  |  | INDEMNITY                              |  | 17  
|ARTICLE 10 |  | ALTERNATIVE DISPUTE RESOLUTION         |  | 18  
|ARTICLE 11 |  | MISCELLANEOUS                          |  | 18  
|ARTICLE 12 |  | FIELD RESTRICTIONS AND OTHER COVENANTS |  | 21  
|ARTICLE 13 |  | INFRINGEMENT BY THIRD PARTIES          |  | 24  
|ARTICLE 14 |  | EUROPEAN COMMUNITY PROVISIONS          |  | 25  
|EXHIBIT A: |  | COMPENSATION TO CHIRON                 |  |     
|EXHIBIT B: |  | CHIRON PATENT LIST                     |  |     
|EXHIBIT C: |  | ROCHE PATENT LIST                      |  |     
|EXHIBIT D: |  | CHIRON LICENSED PRODUCTS & UNIT SIZES  |  |     
|EXHIBIT E: |  | FORM OF REPORT                         |  |     
|EXHIBIT F: |  | EXISTING LICENSES                      |  |     

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HIV PROBE LICENSE AND OPTION AGREEMENTEUROPEAN UNION

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 October, 20 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 inin vitrodiagnostics (excluding use in Blood Screening, as defined below, but without
limiting the effect of the Blood Screening Agreements, as defined below, or the provisions of Section 12 of this Agreement), all on the terms and conditions set forth in the HIV Probe License
and Option Agreement dated as of October 10, 2000, as amended from time to time (the "Original License Agreement").

WHEREAS,
in consideration of and subject to the execution and delivery of the Settlement Agreement, ROCHE granted to CHIRON an option to license certain patent rights relating to HIV for
use in assays for the detection of nucleic acid sequences for use in Blood Screening and the
Transplantation Field (as defined below), all on the terms and conditions set forth in the Original License Agreement.

WHEREAS,
the parties wish to amend the Original License Agreement by entering into a separate license and option agreement containing certain terms and conditions mutually agreed upon by
the parties for the region of the European Union, 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

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not
include, in the case of ROCHE, Genentech Inc. or any Affiliate of Genentech Inc., nor Chugai Pharmaceutical Co., Ltd. or any Affiliate of Chugai Pharmaceutical
Co., Ltd.

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 Product for 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   "Average
Unit Price" or "AUP" means with respect to CHIRON Licensed Products sold by ROCHE or its Affiliates from and including the first day of the Calendar Quarter
commencing immediately prior to the Effective Date, with respect to a Calendar Quarter (as defined below), Net Sales of such future CHIRON Licensed Product by ROCHE or its Affiliates calculated on a
per Unit basis, in each country within the Region, on a product-by-product basis, using customary and reasonable methodologies for determining average unit pricing generally
consistent with the definition herein of Net Sales, during the preceding two (2) Calendar Quarters.

1.5   "Bayer
Cross License" means the Cross-License Agreement by and between Chiron Diagnostics Corporation and CHIRON dated November 30, 1998, as amended from time to
time.

1.6   "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 or for use in blood products (e.g., without limitation, immunoglobulins); or (b) confirmatory or supplemental testing of the same samples otherwise screened for purposes
described in Section 1.6(a).

1.7   "Blood
Screening Agreements" means the Blood Screening HIV Probe License AgreementEuropean Union by and between CHIRON and ROCHE dated as of the Effective
Date and the Blood Screening HIV Probe License Agreement by and between CHIRON and ROCHE dated as of January 1, 2001, each as amended from time to time.

1.8   "Blood
Screening End User" means an entity that purchases CHIRON Licensed Products, whether from ROCHE, its Affiliates, its Authorized Distributors, or End Users
(including, without limitation, Cross Sellers), for the primary purpose of Blood Screening, but expressly excluding any entity that purchases such products for the primary purpose of Plasma
Fractionation (as such term is defined in the Blood Screening Agreements).

1.9   "Calendar
Quarter" means the three (3) month period beginning January 1, April 1, July 1 or October 1, provided that the Calendar
Quarter and Calendar Year (as defined below) shall be consistent with ROCHE financial reporting practices.

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

1.11 "CHIRON
Future HIV Sequence Patent Rights" means any and all Valid Claims Directed to HIV of United States and foreign patents and patent applications: (a) which
are based upon inventions conceived or rights acquired[***](as defined below); (b) which claim HIV nucleic acid
sequence(s) or a method to use (other than in the manufacture of peptides) or detect such sequences specifically; (c) which are owned by, licensed to or otherwise controlled by CHIRON or its
Affiliates, with rights to license or sublicense; and (d) with respect to which CHIRON 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.

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1.12 "CHIRON
Licensed Patents" means Valid Claims Directed to HIV which cover the manufacture, use, sale, offer for sale or importation of a Product 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.

1.13 "CHIRON
Licensed Products" means current and future Products which are used by or sold under circumstances and in jurisdictions, such that in the absence of the
licenses granted under Sections 2.1 and 2.3, such use or sale would 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.

1.14 "Cross
Sales" or "Cross Selling" shall have the meaning specified in Section 12.3.

1.15 "Cross
Seller" means an End User that is engaged in Cross Selling.

1.16 "Directed
to HIV" 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 HIV 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 detection of HIV 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 1.16, is intended to exclude inventions suitable for use with
viruses or analytes other than HIV (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 HIV detection as contemplated by this Section 1.16 and shall therefore not be considered as
"Directed to HIV" hereunder.

1.17 "Earned
Royalty" shall have the meaning specified in Paragraph 1 of Exhibit A.

1.18 "Effective
Date" means[***].

1.19 "Eligible
Third Party License" means a license agreement in the Field entered into by CHIRON or Bayer or their respective Affiliates with a Licensed Third Party (as
defined below) after the Effective Date and includes any material amendment made after the Effective Date to a license existing on the Effective Date, other than the Bayer Cross License, which:
(a) grants such Licensed Third Party the license under one or more of the CHIRON Licensed Patents to make, have made, use, import, offer for sale or sell Product which ROCHE is licensed to
make, have made, use, import, offer for sale or sell under this Agreement; and (b) imposes payment obligations which would have the effect of providing more favorable license payment terms to
such Licensed Third Party than the terms to ROCHE under this Agreement.

1.20 "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.

1.21 "Field"
means the commercial use of humanin vitrodiagnostic products that detect nucleic acid sequences of HIV.
Without prejudice to the provisions herein related to use outside of the Field, expressly excluded from the Field are: (a) products in Blood Screening; and (b) products specifically
labeled or promoted for use in the Transplantation Field (as defined below).

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

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1.23 "HIV"
means any viral isolate of the human immunodeficiency virus classified as HIV 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.

1.24 "HIV
Qualitative Assay" means a Product which: (a) is an assay; (b) detects or measures the presence of HIV in an analyzed sample; (c) does not
determine the quantity of HIV in the analyzed sample; and (d) is not by itself, through a single use, capable of being used as an HIV Genotyping Assay or an HIV Resistance Assay (as each is
defined herein).

1.25 "HIV
Quantitative Assay," means a Product which: (a) is an assay; (b) measures the presence of HIV in an analyzed sample; (c) does determine the
quantity of HIV in the analyzed sample; and (d) is not by itself, through a single use, capable of being used as an HIV Genotyping Assay or an HIV Resistance Assay.

1.26 "HIV
Genotyping Assay" means a Product which is an assay or method (e.g., sequencing) that is labeled or promoted as being useful through a single use to determine and
differentiate individual genotypes of an HIV virus that are present in an analyzed.

1.27 "HIV
Resistance Assay" means a Product which is an assay or method (e.g., sequencing) that is labeled or promoted as being useful to detect through a single use the
specific drug resistance mutation(s) present in the HIV virus in an analyzed sample.

1.28 "HIV
Taqman Qualitative/Quantitative Assay" means a Product which: (a) is an assay; (b) detects and measures the presence of HIV in an analyzed sample by
utilization of ROCHE's proprietary 5' nuclease detection method; (c) does determine the quantity of HIV in an analyzed same; and (d) is not by itself, through a single use capable of
being used as only an HIV Qualitative Assay, HIV Classification Assay, HIV Genotyping Assay or HIV Resistance Assay.

1.29 "Infringing
Third Party Sales" means sales by a Major IVD Manufacturer of Products: (a) which 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.

1.30 "Licensed
Patents" means the CHIRON Licensed Patents and the ROCHE Optioned Patents.

1.31 "Licensed
Third Party" means an unaffiliated third party to whom CHIRON or Bayer or their respective Affiliates grants a license or a covenant not to sue after the
Effective Date, under which license or covenant not to sue such third party is allowed to make, have made, use, import, offer for sale or sell any Product, directly or indirectly, under one or more of
the CHIRON Licensed Patents. Expressly excluded from Licensed Third Party are: (a) any Affiliate of CHIRON; (b) Bayer or any of its Affiliates (to the extent operating under the Bayer
Cross License); or (c) any entity which receives a judicially, or other governmental agency, imposed license or freedom from suit under any one or more of the CHIRON Licensed Patents and does
not otherwise have a Voluntary License (as defined below).

1.32 "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 significant
marketing presence in the Region. 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 the Region.

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1.33 "Minimum
Royalty" and "Minimum Royalty Amount" shall have the meanings specified in Paragraph 2 of Exhibit A.

1.34 "Net
Sales" means the amount billed or invoiced for CHIRON Licensed Products sold by ROCHE or its Affiliates in the Region, less:



(1)   Net
Sales shall include all sales to non-Affiliate third parties, including sales to Authorized Distributors in countries in the Region where, due to
regulatory constraints and/or market practice, substantially all sales of the relevant CHIRON Licensed Product are made through distributors, provided that ROCHE shall use reasonable efforts in
connection with sales to such Authorized Distributors to comply with clause (A) immediately below. With respect to sales to all other Authorized Distributors within the Region, if Net Sales are
based on the transfer price to the Authorized Distributor rather than End User sales, either: (A) Net Sales on which royalties shall be calculated shall be deemed to be not less than the higher
of the average selling price for the applicable Product in the applicable country within the Region; or (B) the parties shall adopt another mechanism for preserving for CHIRON the same
economics as if such sales had been made to the End User by ROCHE or its Affiliate rather than the Authorized Distributor. Any such mechanism shall be proposed by ROCHE and shall be subject to
CHIRON's prior written consent, which shall not be unreasonably withheld. CHIRON shall not withhold its consent to a proposal by ROCHE to calculate Net Sales at [***]of the transfer price to an
Authorized Distributor or such lesser percentage as reflects reasonably the distributor
mark-ups prevailing generally in the relevant country.

(2)   For
clarity of understanding, Net Sales shall not include any CHIRON Licensed Product furnished to third parties for which no payment is received, such as, experimental,
test market, promotional or other free goods. On the other hand, Net Sales shall include any CHIRON Licensed Product furnished in return for payment, whether or not such CHIRON Licensed Product is for
commercial, research or other use. For clarity of understanding, per Unit Minimum Royalties shall apply to each CHIRON Licensed Product Shipped to a customer for any purpose, except for CHIRON
Licensed Products Shipped to third parties at no charge for: (A) use in ROCHE's preclinical or clinical trials in the Field or the Transplantation Field; (B) testing, quality control or
evaluation purposes; or (C) replacement of rejected or defective goods. Without limiting the foregoing, CHIRON Licensed Products furnished to third parties at price discounts, including,
without limitation, free goods furnished as part of sales promotions, shall be subject to Minimum Royalties.

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(3)   A
sale shall be deemed to have been made and Earned Royalties or Minimum Royalties incurred (except as specifically set forth in Section 1.34(2) and this
Section 1.34(3)) when the CHIRON Licensed Product is consumed, invoiced or shipped by ROCHE or its Affiliates to a non-Affiliate third party ("Shipped"); provided that where an
invoice is issued, the obligations to pay Earned Royalties and Minimum Royalties hereunder shall arise on the invoice date. Sales to or between Affiliates shall not be included in Net Sales or Minimum
Royalties until ROCHE or its Affiliate consumes the CHIRON Licensed Product in providing a commercial service for a non-Affiliate third party or Ships the CHIRON Licensed Product to a
non-Affiliate third party. Notwithstanding the anything in this Section 1.34, Passive Sales shall be deemed to have been made and the associated royalties shall be deemed to have
been incurred and shall be paid in the manner set forth in the Blood Screening Agreements, including without limitation Section 4.1 thereof, and shall be dealt with by the parties consistently
with the parties' dealings under the Blood Screening Agreements.

(4)   In
the event that a CHIRON Licensed Product subject to royalties hereunder is sold in combination with another Product or assay, other than the Associated Goods and
Equipment covered by Clause (d) above, for a single price (a "Combination Product"), Net Sales from sales of a Combination Product, for purposes of calculating royalties due under this
Agreement, shall be calculated by multiplying the Net Sales of that Combination Product by the fraction A/(A+B), where A is the AUP in the country of sale, during the applicable reporting period, of
the CHIRON Licensed Product subject to royalties hereunder if sold separately in the country of sale, and B is the AUP in the country of sale, during the applicable reporting period, of the other
Product(s) or assays sold separately in the country of sale. In the event that no such separate sales are made, Net Sales, for purposes of determining royalty payments on such Combination Products,
shall be a reasonable apportionment of the gross amount invoiced therefor based upon the relative contribution of the CHIRON Licensed Product subject to royalties hereunder to the price of the
Combination Product. Such apportionment for Combination Products currently or previously sold shall be a reasonable apportionment of the gross amount invoiced therefor based upon the relative
contribution of the CHIRON Licensed Product subject to royalties hereunder to the price of the Combination Product. Such apportionment shall be determined by ROCHE based upon its past practice and
experience subject to CHIRON's written consent, not to be unreasonably withheld. The apportionment of future Combination Products will be handled in this same fashion prior to the first Unit Shipped
or consumed by ROCHE or an Affiliate in providing a commercial service, or resolved in accordance with Section 5.2. Notwithstanding the above, if a CHIRON Licensed Product is an assay that is
capable in a single use of being used in more than one fashion (e.g., as both an HIV Quantitative Assay and as an HIV Qualitative Assay), such CHIRON Licensed Product is not a Combination Product
solely for that reason, but shall be treated for purposes of calculating Minimum Royalties in the same fashion as the HIV Taqman Qualitative/Quantitative Assay, as set forth in Exhibit A.

(5)   In
the event a sale of a CHIRON Licensed Product is conditioned upon the payment of an initial licensing fee, access fee or other required fee the payment of which is a
prerequisite to the Shipment, consumption or use of a CHIRON Licensed Product, Net Sales, for the purpose of determining royalty payments on such CHIRON Licensed Product, shall include a reasonable
apportionment of the amount invoiced for such fee, based upon the relative value of the intellectual property contained within the CHIRON Licensed Product subject to royalties hereunder to the
intellectual property contained within the other product or service components Shipped, licensed, consumed or used. Such apportionment shall be determined by ROCHE based upon its past practice and
experience subject to CHIRON's written consent, not to be unreasonably withheld, and Net Sales shall not include any portion of a licensing fee, access fee or other required fee reasonably allocated
with specificity to the access, license or use of the ROCHE PCR patents.

(6)   In
the event that ROCHE or its Affiliates perform assays for commercial purposes utilizing CHIRON Licensed Products, Net Sales means the invoiced amount for the patient
result provided as a

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result
of performance of such assays, less a reasonable deduction for the value of the services and or other products provided therewith, less the applicable deductions pursuant to this
Section 1.34. The allocation of value to services or other products provided shall be determined by ROCHE based upon its past practice and experience, and shall be subject to CHIRON's prior
written consent, which shall not be unreasonably withheld.

(7)   Notwithstanding
anything to the contrary in this Agreement, Passive Sales by ROCHE or an Affiliate of ROCHE shall be deemed to have made and the associated royalties
shall be deemed to have been incurred and shall be reported and paid in the manner set forth in the Blood Screening Agreements, including without limitation Section 4.1 thereof and any
"alternative methodology" agreed to by the parties thereunder, and shall be dealt with by the parties consistently with the parties' dealings under the Blood Screening Agreements. The calculation of
amounts due from Roche to Chiron on such Passive Sales shall be made in accordance with paragraph 2(b) of Exhibit A.

(8)   In
the case of sales by ROCHE or an Affiliate of CHIRON Licensed Products to an End User which Cross Sells such products outside the Field,
(i) Section 1.34(3) shall apply to the initial sale to such End User, and (ii) the royalty earned on such initial sale shall be credited against any amounts owing under
paragraphs 2(b) and (c) of Exhibit A. Notwithstanding anything to the contrary in this Agreement, Cross Sales by an End User shall be deemed to have been made when, and the associated
royalties shall be deemed to have been incurred and shall be reported and paid, in the manner set forth in the Blood Screening Agreements, including without limitation Section 4.1 thereof and
any "alternative methodology" agreed to by the parties thereunder, and shall be dealt with by the parties consistently with the parties' dealings under the Blood Screening Agreements. The calculation
of amounts due from Roche to Chiron on such Cross Sales shall be made in accordance with Section 12.3 and paragraph 2(b) of Exhibit A.

1.35 "Passive
Sales" or "Passive Selling" means[***].

1.36 "PCR"
means polymerase chain reaction technology.

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

1.38 "Product
Category" has the meaning set forth in Paragraph 4 of Exhibit A.

1.39 "Region"
shall mean, with respect to any Calendar Quarter, all member states whose accession to the European Union has become effective as of the first day of each such
Calendar Quarter.

1.40 "Registration"
means a filing with respect to the commercial sale of the CHIRON Licensed Products made with any governmental or regulatory body or other body having
authority over the commercial sale of the CHIRON Licensed Products, made[***] ofthis Agreement in any country located within,
or covering all of the countries within, the Region including, without limitation, applications for registration under the CE mark.

1.41 "ROCHE
Future HIV Sequence Patent Rights" means any and all Valid Claims Directed to HIV of United States and foreign patents and patent applications: (a) which
are based upon inventions conceived or rights acquired[***]; (b) which claim HIV nucleic acid sequence(s) or a method to
use (other than in the manufacture of peptides) or detect such sequences specifically; (c) which are owned by, licensed to or otherwise controlled by ROCHE or its Affiliate, with rights to
license or sublicense; and (d) with respect to which ROCHE has the right to grant the option provided for in Section 2.6 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.

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1.42 "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 1.42 contain a Valid Claim Directed to HIV which covers the manufacture, use, sale, offer for sale or
importation of a Product.

1.43 "ROCHE
Optioned Products" means Products which are manufactured, used, offered for sale, imported or sold under circumstances which would, in the absence of the
licenses for which an option is granted under Section 2.6, constitute an infringement of a Valid Claim of the ROCHE Optioned Patents.

1.44 "Royalty
Cap" has the meaning specified in Paragraph 2 of Exhibit A.

1.45 "Shipped"
has the meaning set forth in Section 1.34(f)(3).

1.46 "Significant
End User" has the meaning set forth in Section 12.3(b).

1.47 "Term"
has the meaning set forth in Section 7.1

1.48 "Transplantation
Field" 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.

1.49 "Unit"
means, for each CHIRON Licensed Product, the number of individual patient results generated by the use of a CHIRON Licensed Product. The number of patient
results that each CHIRON Licensed Product currently or previously sold generates shall be mutually determined by the parties through good faith negotiation and resolved if necessary through the ADR
process in accordance with Article 10 of this Agreement. Following such determination, the number of Units contained in each CHIRON Licensed Product will be set forth on a schedule to be
attached as Exhibit E to this Agreement. The determination of the number of "Units" in future CHIRON Licensed Products developed by ROCHE shall be handled in accordance with Section 5.2,
and Exhibit D shall be modified accordingly. If future CHIRON Licensed Products are developed by ROCHE or its Affiliates that do not contain reagents or other single-use consumable
materials, a method for calculating the number of "Units" in such CHIRON Licensed Product shall be determined in accordance with Section 5.2. In the case of pooled blood samples tested through
the use of a CHIRON Licensed Product, "individual patient results" refers to each individual donation of blood, plasma or other blood components that is represented in the tested pool, regardless of
the number of times such donation is tested.

1.50 "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 non-appealable or non-appealed final decision.

1.51 "Voluntary
License" means a license or covenant not to sue granted by contract under any one or more of the CHIRON Licensed Patents to make, use, offer for sale, import
or sell Products in the Field or the Transplantation Field, except to the extent granted by compulsion of law, such as a compulsory license, whether by court order or action of other governmental
authority.

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ARTICLE 2  LICENSE 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 semi-exclusive license, without the right to sublicense, under the CHIRON Licensed Patents to research, develop, make, have made,
import, use, offer for sale and sell CHIRON Licensed Products within the Region for use in the Field and, to the extent permitted in Section 12, for use outside of 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, outside
of the Field (to the extent provided in Section 12) or as otherwise permitted under this Agreement. Conversely, no immunity from suit shall apply to End User activities in Blood Screening, or
otherwise outside of the Field, except as otherwise provided in this Agreement or as provided in the Blood Screening Agreements. CHIRON retains the right to conduct research in any field, including to
develop Products and, without prejudice to Section 2.3, Article 12 and the Blood Screening Agreements, retains all rights outside of the Field, including 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 Transplantation 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.

2.3CHIRON Transplantation Field License.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 non-exclusive license, without the right to sublicense, under CHIRON Licensed Patents to research,
develop, make, have made, import, use, offer for sale and sell CHIRON Licensed Products within the Region for use in the Transplantation Field. CHIRON covenants not to sue any End User of such CHIRON
Licensed Products (with respect to which ROCHE has performed all of its material obligations under this Agreement) to the extent of activities in the Transplantation Field or as otherwise permitted
under this Agreement. Conversely, no immunity from suit under this Section 2.3
shall apply to End User activities in Blood Screening, except as otherwise provided in this Agreement or as provided in the Blood Screening Agreements, or otherwise outside of the Transplantation
Field.

2.4Semi-Exclusive CHIRON License.The license granted under Section 2.1 shall be
semi-exclusive to ROCHE and its Affiliates. Semi-exclusive means that, in addition to licenses to third parties under existing agreements referenced in Exhibit G
including, without limitation, the[***], and licenses that may be granted by such licensees, including licenses that may be
granted by[***], CHIRON retains only the right to practice in the field under the CHIRON Licensed Patents and/or to grant
additional licenses under one or more of the CHIRON Licensed Patents in the Field within the Region as follows:



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2.5CHIRON Future HIV Sequence Patent Rights.CHIRON grants to ROCHE a non-exclusive option to
obtain one or more non-exclusive licenses, or sublicenses, as the case may be, with a right to sublicense to ROCHE Affiliates only, under the CHIRON Future HIV Sequence Patent Rights, to
make, have made, use, import, offer for sale and sell CHIRON Licensed Products and/or products in the Field and/or the Transplantation Field within the Region. [***].

2.6ROCHE Optioned Patents and ROCHE Future HIV Sequence Patent Rights.ROCHE grants to CHIRON a
non-exclusive option to obtain one or more non-exclusive licenses, or sublicenses, as the case may be, with a right to sublicense solely to CHIRON Affiliates only, under the
ROCHE Optioned Patents and ROCHE Future HIV Sequence Patent Rights, to make, have made, use, import, offer for sale and sell ROCHE Optioned Products and/or products in Blood Screening and/or the
Transplantation Field within the Region.[***].

ARTICLE 3  PAYMENTS. ROYALTIES

With respect both to CHIRON Licensed Products sold or Shipped, ROCHE shall make payments to CHIRON as set forth in Exhibit A.

ARTICLE 4  RECORDS AND REPORTS

4.1Net Sales Report.ROCHE shall, within sixty (60) days after the last day of each Calendar Quarter
commencing[***], 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 Minimum Royalties, and shall include all information reasonably
necessary to calculate such amount, including, but not limited to, the following information, presented for the Region by product and Product Category (as defined in Paragraph 2 of
Exhibit A):



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4.2Payment Dates.Not later than the date each report required under Section 4.1 is due, ROCHE shall pay
to CHIRON the royalty due under this Agreement for the period covered by such report. If no royalties are due, ROCHE shall so report, stating the reasons why no such royalty is due.

4.3Payment 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.

4.4Taxes 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.

4.5Audit.ROCHE shall keep reasonably detailed and accurate records and books of account to enable a
determination of the amounts payable by ROCHE and its Affiliates to CHIRON hereunder. Upon thirty (30) days written notice by CHIRON, and not more frequently than once per Calendar Year, CHIRON
may have such records and books of account examined during reasonable business hours by a mutually acceptable independent certified public accountant selected by CHIRON and at CHIRON's expense, whose
acceptance shall not unreasonably be withheld by ROCHE, for the purpose of verifying the amounts due hereunder; provided that such independent accountant agrees to provide CHIRON only the information
necessary to verify the calculation of amounts due hereunder. A copy of any final written report provided by the independent accountant to CHIRON shall be given concurrently to ROCHE. Such examination
shall not be permitted unless it is requested within three (3) years following the end of the Calendar Year to which the books and records pertain. Where such examination results in a finding
that ROCHE underpaid CHIRON by the greater of[***], ROCHE shall reimburse CHIRON for its reasonable costs and expenses in
conducting such examination. ROCHE and CHIRON shall promptly rectify any overpayments or underpayments by repaying such amounts together with interest thereon at an annual rate equal to the lesser of:
(a)[***]as published in the Wall Street Journal, or (b) the maximum rates permitted by applicable law, from the
time such payment was originally due to the time it is paid.

4.6Confidentiality 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 4.5 shall be required to protect the confidentiality of such information.

4.7Payment in United States Currency.All payments shall be made in United States Dollars and shall be made on
the dates set forth herein. The Net Sales amount calculated hereunder for sales in countries other than the United States shall be converted into equivalent United States Dollars in accordance with
the methods used for internal financial reporting purposes within ROCHE.

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4.8Late 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.ROCHE represents and warrants that, on or before the Effective Date and
consistent with the Settlement Agreement, it has discontinued any opposition, challenge, compulsory license application or the like with respect to the CHIRON Licensed Patents within the Region.
CHIRON represents and warrants that, on or before the Effective Date and consistent with the Settlement Agreement, it has discontinued any opposition, challenge, interference or the like with respect
to the ROCHE Optioned Patents within the Region.

5.2Future Products Directed to HIV.



5.3   Notwithstanding
the provisions of Section 12.1 of this Agreement or Section 12.1 of the Blood Screening Agreements, ROCHE or any of its Affiliates may
elect, at any time during the Term, in its sole discretion and at its sole cost and expense, to seek a Registration, or to provide assistance to a third party in such third party's seeking a
Registration, of a CHIRON Licensed Product[***]. If ROCHE or an Affiliate of ROCHE files a Registration, or provides
substantial assistance to a third party for such third party's Registration[***]then ROCHE or the applicable ROCHE Affiliate
will promptly inform CHIRON in writing of the existence and subject matter of such Registration. CHIRON acknowledges and agrees that ROCHE's or any ROCHE Affiliate's election to seek (or

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assist
a third party in seeking) any such Registration outside of the Field (absent other labeling or promoting activities by ROCHE or such ROCHE Affiliate which would independently fall outside the
definition of Passive Selling) will constitute Passive Selling for purposes of this Agreement.[***]

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 or options
granted in Article 2 hereof and that they are the sole owner of their respective Licensed 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 HIV in the Field existing on that date; or (b) on or after that date, title to any patent,
patent application or invention Directed to HIV 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 HIV in the Field in any country located in the Region. 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 HIV in the Field in any country located in the Region, 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 HIV in the Field in any country located in the Region. 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 HIV in the Field in any country located in the Region, 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:



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6.6Further ROCHE Assurance.ROCHE acknowledges that the inclusion of ROCHE Affiliates within the license and
option grants pursuant to Sections 2.1, 2.3 and 2.5 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 or Cross Sellers
(subject to Section 12). ROCHE and its Affiliates are not licensed to perform OEM manufacturing of CHIRON Licensed Products for a third party other than an Authorized Distributor or a Cross
Seller (subject to Section 12); to supply CHIRON Licensed Products for resale to any third party other than an Authorized Distributor or a Cross Seller (subject to Section 12); 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 Distributors 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.



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7.2Voluntary Termination.ROCHE shall have the right to voluntarily terminate all, but not less than all,
licenses granted to ROCHE and its Affiliates under this Agreement and the Original License Agreement on not less than six (6) months prior written notice to CHIRON. Notwithstanding the above,
ROCHE may voluntarily terminate all, but not less than all, licenses granted to ROCHE and its Affiliates under this Agreement and the Original License Agreement on a
country-by-country basis within the Region, on not less than six (6) months prior written notice to CHIRON, after [***].

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



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

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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 4.8. 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 4.5 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 4.5; (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 4.8.

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 4.5, 4.6, 4.7, 4.8, 6.7, 7.4, 7.5 and 7.9; Articles 8, 9, and 10; Sections 11.9 through 11.14; Sections 12.1(d) and
12.2(b); 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"). Each party receiving the Information (the
"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

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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.The parties shall issue a joint press release disclosing the existence
and certain financial terms of this Agreement. CHIRON may disclose any of the terms in the Agreement to any Affiliate of CHIRON or to Abbott or Bayer or a permitted sublicensee; provided that the
recipient of such disclosure is obligated to confidentiality terms no less restrictive that those contained in this Article 8. CHIRON and ROCHE may each disclose the amounts of the Prior Sales
Royalty, the European License Fee and the U.S. License Fee (as these terms are defined in Exhibit A of the Original License Agreement) individually and/or in the aggregate and the amounts
thereof that will be recognized from time-to-time in its respective financial statements. 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 Licensed Products within the Region, 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 Licensed Products within the Region, if CHIRON exercises the options granted in Section 2.6, 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.

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

For ROCHE: President
Roche Molecular Systems, Inc.For CHIRON: President
Blood Testing


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.

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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.This Agreement together with the Exhibits, Attachments and Schedules and [***]constitute the entire
agreement among the parties relating to the subject matter of this Agreement. There are no other
understandings, representations or warranties of any kind, and this Agreement shall supercede all prior written and oral agreements or understandings with respect to the subject matter hereof,
including specifically the Original License Agreement, which is hereby terminated and superceded by this Agreement solely with respect to its application to the Region, as more fully described in
Section 7.1(a) above.

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

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same
instrument. Facsimile copies of signatures for a party shall be deemed to be originals for purposes of execution of the Agreement and for determining the Effective Date.

11.9Notices.



ROCHE:

F. Hoffmann-La Roche Ltd.
Grenzacherstrasse 124
Basel
Bale 4002
Switzerland
Attn.: Head of Diagnostics DivisionCopy to:

General Counsel
Roche Molecular systems, Inc.
1145 Atlantic Avenue
Alameda, CA 94501CHIRON:

Chiron Corporation
4560 Horton Street
Emeryville, California 94608
Attn.: President, Blood TestingCopy 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 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.

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11.14No 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, 2.5 and 2.6.

ARTICLE 12  FIELD RESTRICTIONS AND OTHER COVENANTS

12.1ROCHE Covenant Regarding Use Outside the Field.



12.2Passive Sales.



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12.3Cross Sales.



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12.4ROCHE Covenant Regarding Product Labeling.ROCHE and its Affiliates shall include on or with each CHIRON
Licensed Product a statement as to the number of Units contained within each such CHIRON Licensed Product, using such language to be determined by ROCHE and approved in advance in writing by CHIRON,
which approval shall not be unreasonably withheld. The location of such statement shall be product insert of such CHIRON Licensed Products or such other reasonably prominent location to be determined
by ROCHE.

12.5Patent 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.

12.6CHIRON Covenant Regarding Field.



23

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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.



24

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

ARTICLE 14  OTHER EUROPEAN COMMUNITY PROVISIONS

14.1Competition 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.

14.2Reformation.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

25

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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.

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

|CHIRON CORPORATION           
|-----------------------------
|By:                          
|Title:                       
|Date:                        
|F. HOFFMANN-LA ROCHE LTD.    
|By:                          
|Title:                       
|Date:                        
|By:                          
|                             
|Title:                       
|Date:                        
|                             
|ROCHE MOLECULAR SYSTEMS, INC.
|By:                          
|Title:                       
|Date:                        

26

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HIV Exhibit A  Compensation to CHIRON

1.Earned Royalty.In consideration of the licenses granted pursuant to Sections 2.1 and 2.3, ROCHE shall pay [***]of Net
Sales of CHIRON Licensed Products, that would, [***].

Earned
Royalties shall be payable quarterly, commencing with the Calendar Quarter ending[***], within sixty (60) days
following the end of each Calendar Quarter, and shall be accompanied by a report pursuant to Article 4 of this Agreement.

2.(a) Minimum Royalty.Notwithstanding the Earned Royalties due pursuant to Paragraph 1 of this
Exhibit A, and subject to the adjustments referenced in this Exhibit A, royalties paid to CHIRON under this Agreement in any Calendar Quarter for Units of CHIRON Licensed Product Shipped
(but excluding any Passive Sales of CHIRON Licensed Product which are the subject of the minimum royalty provisions set forth in Paragraph 2(b) below), shall not be less than a minimum royalty
in such quarter (the "Minimum Royalty") calculated as follows:

The
Minimum Royalty for each Calendar Quarter shall be the sum of the products obtained by multiplying (x)[***]in each
category within the CHIRON Licensed Products (a "Product Category") in the Region times (y) the number of Units generated by each such CHIRON Licensed Product (which shall be determined
assuming no pooled sample testing unless the provisions of Paragraph 2(b) of this Exhibit A are applicable) times (z) the applicable minimum amount (the "Minimum Royalty Amount"),
each of which Minimum Royalty Amounts shall be calculated by the following equation:

[***]

Where:

Aequals[***](the "Minimum Amount");

Bequals[***];and

Cequals[***].

Minimum
Amount

|Field:                 |  |  |  |      
|---------------------- |  |  |  | -----
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]
|Transplantation Field: |  |  |  |      
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]
|[***]                  |  |  |  | [***]



---



3.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 Minimum Royalty 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.

4.Most Favored License Adjustment.In the event after the Effective Date that CHIRON enters into an [***], CHIRON shall
promptly provide ROCHE a written summary of the applicable royalty terms thereof and, upon request, true
copies of the applicable contract terms (including definitions and methods of calculating royalty amounts). ROCHE shall have the [***], on a prospective basis, only by giving written notice of such
election to CHIRON written sixty (60) days of the
receipt by ROCHE of notice from CHIRON; provided, however, that[***],but would otherwise retain all rights to most favored
licensee status contained in this Agreement with respect to other Product Categories and countries.

5.Royalty Stacking.If ROCHE's Aggregate Royalty Percentage exceeds [***]of Net Sales for a CHIRON Licensed Product, then:



2

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6.Dispute Resolution.Any dispute between CHIRON and ROCHE regarding whether any adjustment to or credits
against Earned Royalties or Minimum 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 or Minimum 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 4.8.

3

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Exhibit BHIV  Page 1 of 1

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

---

[***]Exhibit CHIV  Page 1 of 1

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

---

Exhibit D

Product Codes, HCV kits:

|Description       |  | SAP/Part No. |  | Max Labeled Capacity |  | Units |  | Controls
|----------------- |  | ------------ |  | -------------------- |  | ----- |  | --------
|                 
|QUALITATIVE KITS  |  |              |  |                      |  |       |  |         
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|QUANTITATIVE KITS |  |              |  |                      |  |       |  |         
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   
|[***]             |  |              |  |                      |  |       |  |         
|[***]             |  | [***]        |  | [***]                |  | [***] |  | [***]   

---

[Exhibit EPage 1]    HIV Probes Royalty Report  Region ____:_________________        For the quarter ending _________

|Product          |         | Number of Product Sold |       | Units per Product |       | Units |       | Minimum Amount |       | Maximum Labeled Capacity |       | Minimum Royalty Amount |       | Minimum Royalty
|---------------- | ------- | ---------------------- | ----- | ----------------- | ----- | ----- | ----- | -------------- | ----- | ------------------------ | ----- | ---------------------- | ----- | ---------------
|HIV Quantitative |         |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#1] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#2] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#3] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#4] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|HCV Qualitative  |         |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#1] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#2] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#3] |                        |       |                   | [***] |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#4] |                        | [***] |                   | [***] |       | [***] |                | [***] |                          | [***] |                        | [***] |                
|                 |         | [***]                  |       | [***]             |       | [***] |       | [***]          |       |                          |       |                        |       |                
|HIV Genotyping   |         | [***]                  |       | [***]             |       | [***] |       | [***]          |       |                          |       |                        |       |                
|                 | [SKU#1] |                        |       |                   | [***] |       | [***] |                | [***] |                          |       |                        |       |                
|                 | [SKU#2] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#3] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#4] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|HIV Resistance   |         |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#1] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#2] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#3] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|                 | [SKU#4] |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                
|Total            |         |                        |       |                   |       |       |       |                |       |                          |       |                        |       |                

---

[***][Exhibit EPage 2]

HCV Probes Royalty Report
Region ____:_________________

For the quarter ending _________

|Product          |         | Sales |       | Deductions |       | Net Sales |  | Earned Royalty Rate |  | Earned Royalty |       | Royalty Payment Due
|---------------- | ------- | ----- | ----- | ---------- | ----- | --------- |  | ------------------- |  | -------------- | ----- | -------------------
|HCV Quantitative |         |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#1] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#2] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#3] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#4] |       |       |            |       |           |  |                     |  |                |       |                    
|HCV Qualitative  |         |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#1] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#2] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#3] |       | [***] |            |       |           |  |                     |  |                | [***] |                    
|                 | [SKU#4] |       | [***] |            | [***] |           |  |                     |  |                | [***] |                    
|                 |         | [***] |       | [***]      |       | [***]     |  | [***]               |  | [***]          |       | [***]              
|HCV Genotyping   |         | [***] |       | [***]      |       |           |  |                     |  | [***]          |       | [***]              
|                 | [SKU#1] |       | [***] |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#2] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#3] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#4] |       |       |            |       |           |  |                     |  |                |       |                    
|HCV Resistance   |         |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#1] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#2] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#3] |       |       |            |       |           |  |                     |  |                |       |                    
|                 | [SKU#4] |       |       |            |       |           |  |                     |  |                |       |                    
|                 |         |       |       |            |       |           |  |                     |  |                |       |                    
|Total            |         |       |       |            |       |           |  |                     |  |                |       | [***]              
|                 |         |       |       |            |       |           |  |                     |  |                |       |                    

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HIV Exhibit F

[TO BE UPDATED]

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

|1. |  | [***]
|-- |  | -----
|2. |  | [***]
|   |  | [***]
|   |  | [***]
|   |  | [***]
|   |  | [***]
|3. |  | [***]
|   |  | [***]
|   |  | [***]
|4. |  | [***]
|   |  | [***]
|   |  | [***]
|   |  | [***]

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