Exhibit 10.321

|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.

BLOOD SCREENING    HCV PROBE LICENSE AGREEMENT    EUROPEAN UNION    between    CHIRON CORPORATION    F. HOFFMANN-LA ROCHE LTD.    and    ROCHE
MOLECULAR SYSTEMS, INC.

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BLOOD SCREENING HCV PROBE LICENSE AGREEMENT    EUROPEAN UNION  TABLE OF CONTENTS

|           |  |                                        |  | Page
|---------- |  | -------------------------------------- |  | ----
|RECITALS   |  |                                        |  | 1   
|ARTICLE 1  |  | DEFINITIONS                            |  | 1   
|ARTICLE 2  |  | LICENSE AND OPTION GRANTS              |  | 5   
|ARTICLE 3  |  | PAYMENTS, ROYALTIES                    |  | 7   
|ARTICLE 4  |  | RECORDS AND REPORTS                    |  | 7   
|ARTICLE 5  |  | OTHER ACTIONS                          |  | 9   
|ARTICLE 6  |  | REPRESENTATIONS AND WARRANTIES         |  | 10  
|ARTICLE 7  |  | TERM AND TERMINATION                   |  | 11  
|ARTICLE 8  |  | CONFIDENTIALITY                        |  | 13  
|ARTICLE 9  |  | INDEMNITY                              |  | 14  
|ARTICLE 10 |  | ALTERNATIVE DISPUTE RESOLUTION         |  | 15  
|ARTICLE 11 |  | MISCELLANEOUS                          |  | 16  
|ARTICLE 12 |  | FIELD RESTRICTIONS AND OTHER COVENANTS |  | 18  
|ARTICLE 13 |  | INFRINGEMENT BY THIRD PARTIES          |  | 19  
|ARTICLE 14 |  | EUROPEAN COMMUNITY PROVISIONS          |  | 21  
|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                      |  |     

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BLOOD SCREENING HCV PROBE LICENSE 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 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, under that certain Blood Screening HCV Probe License Agreement dated as of January 1, 2001 (the "Original
License Agreement").

WHEREAS,
the parties wish to amend the Original License Agreement by entering into a separate license agreement containing 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:



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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 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 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

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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 inIn VitroDiagnostics, or otherwise outside of the Field, except as otherwise provided in this Agreement or as provided in the HCV Diagnostics Agreements. 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.

2.3ROCHE Optioned Patents.Subject to the terms and conditions this Agreement, ROCHE hereby grants to CHIRON
and its Affiliates, so long as they remain Affiliates of CHIRON, an option to enter into a 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 within the Region 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,
licenses, or sublicenses, as the case may be, with a right to sublicense to 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 within the Region 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,
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
within the Region 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:



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2.7Need for Option.CHIRON may, at any time hereunder, provide written notification to ROCHE that certain
products being sold or used by ROCHE within the Region 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,[***]days 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 within the Region are covered by a Valid Claim of the patent in question. If 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.

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[***], 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 for the Region by Product and Field Category (as defined in Paragraph 1 of Exhibit A):



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Upon
written request by CHIRON, ROCHE will annotate and redeliver to CHIRON any Earned Royalty Report four (4) or more Calendar Quarters old to include Units and Earned Royalty Amount on a
country-by-country basis with respect to each country located in the Region.

4.3Payment Dates.Not later than seventy-five (75) days after the last day of each Calendar
Quarter commencing on or[***], 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 internal 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.

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.



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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.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, compulsory license application or the
like with respect to the ROCHE Optioned Patents within the Region.

5.2Compulsory 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 the Region. As used in this Section, "support" shall have the same meanings as in Section 7.2(b).

5.3Registrations.Notwithstanding the provisions of Section 12.1 of this Agreement or
Section 12.1 of the HCV Diagnostics 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

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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 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 of 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 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
of 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 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 HCV 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 HCV 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 HCV 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.

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



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 a bona fide Affiliate, 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
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 PARTICULAR PURPOSE.

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ARTICLE 7  TERM AND TERMINATION

7.1Term.(a) The parties acknowledge and agree that, effective as of the Effective Date (i) the
Original License Agreement shall be terminated, solely with respect to the application of its terms and conditions to the activities contemplated thereunder with respect to customers or potential
customers of ROCHE and ROCHE Affiliates which customers or potential customers are located within the Region; (ii) the terms and conditions of this Agreement shall replace and supercede the
Original License Agreement with respect to the activities contemplated thereunder and hereunder with respect to customers or potential customers of ROCHE and ROCHE Affiliates which customers or
potential customers are located within the Region; and (iii) notwithstanding the foregoing clauses (i) and (ii), the provisions of the Original License Agreement relating to the Region
shall survive the termination described in clause (i) above, solely with respect to the activities contemplated thereunder occurring prior to the Effective Date with respect to customers or
potential customers of ROCHE and ROCHE Affiliates which customers or potential customers are located within the Region.

(b)   Unless
earlier terminated pursuant to Sections 7.2 or 7.3 below, this Agreement shall be in effect from the Effective Date and shall terminate in each member country
within the Region seventeen (17) years from January 1, 2001, or on the expiration of the last to expire of the patents within the CHIRON Licensed Patents based upon a patent existing or
a patent application pending as of the Effective Date, whichever is later (the "Term"); 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.

7.2Voluntary Termination.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.

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

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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; Section 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"). Notwithstanding anything in 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

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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 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 Optioned Products within the Region, 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
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
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.

15

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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; Termination of Original License 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. Upon execution and delivery of this Agreement, the parties acknowledge and agree that this Agreement shall supercede all prior written and oral agreements 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. 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

16

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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.

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.

17

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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, 2.4 and 2.5.

ARTICLE 12  FIELD RESTRICTIONS AND OTHER COVENANTS

12.1ROCHE Covenant Regarding In VitroDiagnostics



12.2Passive Sales.



18

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12.3Cross Sales.



12.4Patent 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.

12.5 The
understanding and intent of the parties is that the amendments made by this Agreement reflect the unique circumstances applicable to ROCHE arising from the fact
that ROCHE is a licensee under both this Agreement and the HCV Diagnostics Agreements, and that, taking such unique circumstances into account, this Agreement imposes new burdens on ROCHE rather than
granting new benefits to ROCHE.[***].

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.



19

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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.

20

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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 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:                        

21

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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[***]

Field Category:

Earned Royalty Amounts[***]

[***][***]

[***]




2.Home Brew Adjustment.With respect to sales of CHIRON Licensed Products in [***]for use in Blood Screening, the[***]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 or any other CHIRON licensee in the
Field. ROCHE may have the benefit of the adjustment to Earned Royalty Amounts provided by this Paragraph 2 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 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 (i) practice in Blood Screening or Plasma Fractionation under terms that impose[***], or
(ii)[***]With such notification, CHIRON shall provide ROCHE with a summary of [***]. At ROCHE's election, to be made in writing[***]hereunder, or the[***]as applicable, shall be adjusted [***]. Any such adjustment will be subject to the same terms as are

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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 with [***].

5.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.

6.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.

2

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

[***]

[***]

[***]

[***]

[***]

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EXHIBIT BHCV  Page 2 of 3    [***]

[***]

[***]

[***]

[***]

[***]

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EXHIBIT BHCV  Page 3 of 3

[***]

[***]

[***]

[***]

[***]

[***]

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EXHIBIT CHCV  Page 1 of 1    [***]

[***]

[***]

[***]

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Exhibit D

Product Codes, BS kits:

Description

SAP/Part No.[***]

[***][***]

[***]


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EXHIBIT E    Form of Report[To Be Attached]

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

[***].

[***].

[***].

[***].

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