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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|(Mark One)                                                    |                                                                                          
|------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 
|For the quarterly period ended June 30, 2003                 
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|For the transition period
from                             to

Commission File Number: 0-12798

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CHIRON CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                           |  | 94-2754624(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------
|4560 Horton Street, Emeryville, California(Address of principal executive offices)               |  | 94608(Zip code)                               
|(510) 655-8730(Registrant's telephone number, including area code)                              
|Not Applicable(Former name, former address and former fiscal year, if changed since last report)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

|Title of ClassCommon Stock, $0.01 par value |  | Outstanding at July 31, 2003186,524,841
|------------------------------------------- |  | ---------------------------------------

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CHIRON CORPORATION  TABLE OF CONTENTS

|                               |                                                                                                |                                                                                                                     |    | Page No.
|------------------------------ | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | -- | --------
|PART I.  FINANCIAL INFORMATION
|                               | ITEM 1.  Financial Statements (Unaudited)                                                     
|                               |                                                                                                | Condensed Consolidated Balance Sheets at June 30, 2003 and December 31, 2002                                        |    | 3       
|                               |                                                                                                | Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2003 and 2002           |    | 5       
|                               |                                                                                                | Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2003 and 2002 |    | 6       
|                               |                                                                                                | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002                     |    | 7       
|                               |                                                                                                | Notes to Condensed Consolidated Financial Statements                                                                |    | 8       
|                               | ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                     | 27
|                               | ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                     | 58
|                               | ITEM 4.  Controls and Procedures                                                               |                                                                                                                     | 58
|PART II.  OTHER INFORMATION   
|                               | ITEM 1.  Legal Proceedings                                                                     |                                                                                                                     | 60
|                               | ITEM 4.  Submission of Matters to a Vote of Security Holders                                   |                                                                                                                     | 64
|                               | ITEM 6.  Exhibits and Reports on Form 8-K                                                      |                                                                                                                     | 65
|SIGNATURES                     |                                                                                                | 68                                                                                                                 

2

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Item 1. Financial Statements

CHIRON CORPORATION    CONDENSED CONSOLIDATED BALANCE SHEETS    (Unaudited)    (In thousands, except share data)

|                                                                |                                                      | June 30,
2003                                              |           | December 31,
2002 |          
|--------------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------------- | --------- | ----------------- | ---------
|ASSETS                                                          |                                                      |                                                            |           |                   |          
|Current assets:                                                 |                                                      |                                                            |           |                   |          
|                                                                | Cash and cash equivalents                            |                                                            | $         | 876,043           |          
|                                                                | Short-term investments in marketable debt securities |                                                            |           | 271,290           |          
|                                                                |                                                      |                                                            |           |                   |          
|                                                                |                                                      | Total cash and short-term investments                      |           |                   | 1,147,333
|                                                                | Accounts receivable, net                             |                                                            |           | 289,380           |          
|                                                                | Current portion of notes receivable                  |                                                            |           | 750               |          
|                                                                | Inventories, net of reserves                         |                                                            |           | 196,005           |          
|                                                                | Current net deferred income tax assets               |                                                            |           | 40,734            |          
|                                                                | Derivative financial instruments                     |                                                            |           | 12,201            |          
|                                                                | Other current assets                                 |                                                            |           | 55,478            |          
|                                                                |                                                      |                                                            |           |                   |          
|                                                                |                                                      | Total current assets                                       |           |                   | 1,741,881
|Noncurrent investments in marketable debt securities            |                                                      |                                                            | 119,171   |                   |          
|Property, plant, equipment and leasehold improvements, at cost: |                                                      |                                                            |           |                   |          
|                                                                | Land and buildings                                   |                                                            |           | 176,070           |          
|                                                                | Laboratory, production and office equipment          |                                                            |           | 461,059           |          
|                                                                | Leasehold improvements                               |                                                            |           | 102,234           |          
|                                                                | Construction-in-progress                             |                                                            |           | 83,382            |          
|                                                                |                                                      |                                                            |           |                   |          
|                                                                |                                                      |                                                            | 822,745   |                   |          
|                                                                | Less accumulated depreciation and amortization       |                                                            |           | (418,841          | )        
|                                                                |                                                      |                                                            |           |                   |          
|                                                                |                                                      | Property, plant, equipment and leasehold improvements, net |           |                   | 403,904  
|Purchased technologies, net                                     |                                                      |                                                            | 246,949   |                   |          
|Goodwill                                                        |                                                      |                                                            | 243,476   |                   |          
|Other intangible assets, net                                    |                                                      |                                                            | 146,502   |                   |          
|Investments in equity securities and affiliated companies       |                                                      |                                                            | 113,504   |                   |          
|Noncurrent notes receivable                                     |                                                      |                                                            | 8,959     |                   |          
|Noncurrent derivative financial instruments                     |                                                      |                                                            | 11,504    |                   |          
|Other noncurrent assets                                         |                                                      |                                                            | 41,201    |                   |          
|                                                                |                                                      |                                                            |           |                   |          
|                                                                |                                                      | $                                                          | 3,077,051 |                   | $        
|                                                                |                                                      |                                                            |           |                   |          

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

3

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CHIRON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
(In thousands, except share data)

|                                               |                                                                                                       | June 30,
2003              |           | December 31,
2002 |          
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ----------------- | ---------
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                                                                                       |                            |           |                   |          
|Current liabilities:                           |                                                                                                       |                            |           |                   |          
|                                               | Accounts payable                                                                                      |                            | $         | 67,211            |          
|                                               | Accrued compensation and related expenses                                                             |                            |           | 50,016            |          
|                                               | Derivative financial instruments                                                                      |                            |           | 182               |          
|                                               | Short-term borrowings                                                                                 |                            |           |                  |          
|                                               | Current portion of unearned revenue                                                                   |                            |           | 45,712            |          
|                                               | Income taxes payable                                                                                  |                            |           | 1,073             |          
|                                               | Other current liabilities                                                                             |                            |           | 119,067           |          
|                                               |                                                                                                       |                            |           |                   |          
|                                               |                                                                                                       | Total current liabilities  |           |                   | 283,261  
|Long-term debt                                 |                                                                                                       |                            | 421,073   |                   |          
|Noncurrent derivative financial instruments    |                                                                                                       |                            |          |                   |          
|Noncurrent net deferred income tax liabilities |                                                                                                       |                            | 46,867    |                   |          
|Noncurrent unearned revenue                    |                                                                                                       |                            | 54,711    |                   |          
|Other noncurrent liabilities                   |                                                                                                       |                            | 41,857    |                   |          
|Minority interest                              |                                                                                                       |                            | 6,115     |                   |          
|                                               |                                                                                                       |                            |           |                   |          
|                                               |                                                                                                       | Total liabilities          |           |                   | 853,884  
|                                               |                                                                                                       |                            |           |                   |          
|Commitments and contingencies                  |                                                                                                       |                            |           |                   |          
|Put options                                    |                                                                                                       |                            |          |                   |          
|Stockholders' equity:                          |                                                                                                       |                            |           |                   |          
|                                               | Common stock                                                                                          |                            |           | 1,917             |          
|                                               | Additional paid-in capital                                                                            |                            |           | 2,476,039         |          
|                                               | Deferred stock compensation                                                                           |                            |           | (11,560           | )        
|                                               | Accumulated deficit                                                                                   |                            |           | (128,093          | )        
|                                               | Accumulated other comprehensive income                                                                |                            |           | 96,875            |          
|                                               | Treasury stock, at cost (5,437,000 shares at June 30, 2003 and 4,830,000 shares at December 31, 2002) |                            |           | (212,011          | )        
|                                               |                                                                                                       |                            |           |                   |          
|                                               |                                                                                                       | Total stockholders' equity |           |                   | 2,223,167
|                                               |                                                                                                       |                            |           |                   |          
|                                               |                                                                                                       | $                          | 3,077,051 |                   | $        
|                                               |                                                                                                       |                            |           |                   |          

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

4

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CHIRON CORPORATION    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    (Unaudited)    (In thousands, except per share data)

|                                                      |                                                            | Three Months Ended
June 30, |        | Six Months Ended
June 30, |        
|----------------------------------------------------- | ---------------------------------------------------------- | --------------------------- | ------ | ------------------------- | -------
|
|Revenues:                                             |                                                            |                             |        |                           |        
|                                                      | Product sales, net                                         |                             | $      | 245,928                   |        
|                                                      | Earnings of unconsolidated joint business                  |                             |        | 27,475                    |        
|                                                      | Collaborative agreement revenues                           |                             |        | 3,624                     |        
|                                                      | Royalty and license fee revenues                           |                             |        | 66,876                    |        
|                                                      | Other revenues                                             |                             |        | 6,369                     |        
|                                                      |                                                            |                             |        |                           |        
|                                                      |                                                            | Total revenues              |        |                           | 350,272
|                                                      |                                                            |                             |        |                           |        
|Operating expenses:                                   |                                                            |                             |        |                           |        
|                                                      | Cost of sales                                              |                             |        | 97,420                    |        
|                                                      | Research and development                                   |                             |        | 89,915                    |        
|                                                      | Selling, general and administrative                        |                             |        | 79,707                    |        
|                                                      | Amortization expense                                       |                             |        | 7,701                     |        
|                                                      | Write-off of purchased in-process research and development |                             |        |                          |        
|                                                      | Restructuring and reorganization charges                   |                             |        | 519                       |        
|                                                      | Other operating expenses                                   |                             |        | 1,259                     |        
|                                                      |                                                            |                             |        |                           |        
|                                                      |                                                            | Total operating expenses    |        |                           | 276,521
|                                                      |                                                            |                             |        |                           |        
|Income from operations                                |                                                            |                             | 73,751 |                           |        
|Interest expense                                      |                                                            |                             | (2,839 | )                         |        
|Interest and other income, net                        |                                                            |                             | 11,613 |                           |        
|Minority interest                                     |                                                            |                             | (581   | )                         |        
|                                                      |                                                            |                             |        |                           |        
|Income from continuing operations before income taxes |                                                            |                             | 81,944 |                           |        
|Provision for income taxes                            |                                                            |                             | 20,485 |                           |        
|                                                      |                                                            |                             |        |                           |        
|Income from continuing operations                     |                                                            |                             | 61,459 |                           |        
|Gain on disposal of discontinued operations           |                                                            |                             | 538    |                           |        
|                                                      |                                                            |                             |        |                           |        
|Net income                                            |                                                            | $                           | 61,997 |                           | $      
|                                                      |                                                            |                             |        |                           |        
|Basic earnings per share:                             |                                                            |                             |        |                           |        
|                                                      | Income from continuing operations                          |                             | $      | 0.33                      |        
|                                                      |                                                            |                             |        |                           |        
|                                                      | Net income                                                 |                             | $      | 0.33                      |        
|                                                      |                                                            |                             |        |                           |        
|Diluted earnings per share:                           |                                                            |                             |        |                           |        
|                                                      | Income from continuing operations                          |                             | $      | 0.32                      |        
|                                                      |                                                            |                             |        |                           |        
|                                                      | Net income                                                 |                             | $      | 0.33                      |        
|                                                      |                                                            |                             |        |                           |        

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

5

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CHIRON CORPORATION    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME    (Unaudited)    (In thousands, except per share data)

|                                   |                                                                                                                                                                                                | Three Months Ended
June 30,                                                                                                                                                                                                                                                 |        | Six Months Ended
June 30, |       
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------------------------- | ------
|
|Net income                         |                                                                                                                                                                                                | $                                                                                                                                                                                                                                                                           | 61,997 |                           | $     
|                                   |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       
|Other comprehensive income (loss): |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       
|                                   | Change in foreign currency translation adjustment during the period, net of tax provision of $7,294 for the three months ended June 30, 2002 and $6,449 for the six months ended June 30, 2002 |                                                                                                                                                                                                                                                                             |        | 35,823                    |       
|                                   | Net unrealized derivative loss arising during the period, net of tax benefit of $72 for the three months ended June 30, 2002                                                                   |                                                                                                                                                                                                                                                                             |        |                          |       
|                                   | Unrealized gains (losses) from investments:                                                                                                                                                    |                                                                                                                                                                                                                                                                             |        |                           |       
|                                   |                                                                                                                                                                                                | Net unrealized holding gains (losses) arising during the period, net of tax (provision) benefit of ($1,541) and $651 for the three months ended June 30, 2003 and 2002, respectively, and ($1,284) and $3,532 for the six
months ended June 30, 2003 and 2002, respectively |        |                           | 3,083 
|                                   |                                                                                                                                                                                                | Reclassification adjustment for net gains included in net income, net of tax provision of $1,834 and $1,891 for the three months ended June 30, 2003 and 2002, respectively, and $3,626 and $3,587 for the six months ended
June 30, 2003 and 2002, respectively            |        |                           | (2,940
|                                   |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       
|                                   |                                                                                                                                                                                                | Net unrealized gains (losses) from investments                                                                                                                                                                                                                              |        |                           | 143   
|                                   |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       
|                                   | Other comprehensive income                                                                                                                                                                     |                                                                                                                                                                                                                                                                             |        | 35,966                    |       
|                                   |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       
|Comprehensive income               |                                                                                                                                                                                                | $                                                                                                                                                                                                                                                                           | 97,963 |                           | $     
|                                   |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                             |        |                           |       

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

6

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CHIRON CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)        (In thousands)

|                                                     |                                                                                 | Six Months Ended
June 30,                            |        
|---------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------------------------- | -------
|
|Net cash provided by operating activities            |                                                                                 | $                                                    | 113,177
|                                                     |                                                                                 |                                                      |        
|Cash flows from investing activities:                |                                                                                 |                                                      |        
|                                                     | Purchases of investments in marketable debt securities                          |                                                      |        
|                                                     | Proceeds from sales and maturities of investments in marketable debt securities |                                                      |        
|                                                     | Capital expenditures                                                            |                                                      |        
|                                                     | Proceeds from sales of assets                                                   |                                                      |        
|                                                     | Purchases of equity securities and interests in affiliated companies            |                                                      |        
|                                                     | Proceeds from sale of equity securities and interests in affiliated companies   |                                                      |        
|                                                     | Cash paid for acquisitions, net of cash acquired                                |                                                      |        
|                                                     | Other, net                                                                      |                                                      |        
|                                                     |                                                                                 |                                                      |        
|                                                     |                                                                                 | Net cash provided by (used in) investing activities  |        
|                                                     |                                                                                 |                                                      |        
|Cash flows from financing activities:                |                                                                                 |                                                      |        
|                                                     | Net repayment of short-term borrowings                                          |                                                      |        
|                                                     | Repayment of debt                                                               |                                                      |        
|                                                     | Payments to acquire treasury stock                                              |                                                      |        
|                                                     | Proceeds from reissuance of treasury stock                                      |                                                      |        
|                                                     | Proceeds from put options                                                       |                                                      |        
|                                                     |                                                                                 |                                                      |        
|                                                     |                                                                                 | Net cash used in financing activities                |        
|                                                     |                                                                                 |                                                      |        
|                                                     |                                                                                 | Net increase (decrease) in cash and cash equivalents |        
|Cash and cash equivalents at beginning of the period |                                                                                 |                                                      | 247,950
|                                                     |                                                                                 |                                                      |        
|Cash and cash equivalents at end of the period       |                                                                                 | $                                                    | 876,043
|                                                     |                                                                                 |                                                      |        

The accompanying Notes to Condensed Consolidated Financial Statements are integral to this statement.

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CHIRON CORPORATION        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        June 30, 2003        (Unaudited)

Note 1The Company and Summary of Significant Accounting Policies

Basis of Presentation

The information presented in the condensed consolidated financial statements at June 30, 2003, and for the three and six months ended June 30, 2003
and 2002, is unaudited but includes all normal recurring adjustments, which Chiron Corporation believes to be necessary for fair presentation of the periods presented.

The
condensed consolidated balance sheet amounts at December 31, 2002, have been derived from audited financial statements. Historically, Chiron's operating results have varied
considerably from period to period due to the nature of Chiron's collaborative, royalty and license arrangements and the seasonality of certain vaccine products. In addition, the mix of products sold
and the introduction of new products will affect comparability from quarter to quarter. As a consequence, Chiron's interim results in any one quarter are not necessarily indicative of results to be
expected for a full year. This information should be read in conjunction with Chiron's audited consolidated financial statements for the year ended December 31, 2002, which are included in the
Annual Report on Form 10-K filed by Chiron with the Securities and Exchange Commission.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Chiron and its majority-owned subsidiaries. For consolidated majority-owned subsidiaries
in which Chiron owns less than 100%, Chiron records minority interest in the condensed consolidated financial statements to account for the ownership interest of the minority owner. Investments in
joint ventures, limited partnerships and interests in which Chiron has an equity interest of 50% or less, are accounted for using either the equity or cost method based on Chiron's ownership levels
and the ability of Chiron to exert significant influence over the entity's operating, investing and financing decisions. All significant intercompany accounts and transactions have been eliminated in
consolidation.

On
July 1, 2002, Chiron completed its acquisition of Pulmopharm GmbH, a distributor of TOBI® products in Germany and Austria by purchasing the remaining 80.1%
ownership that Chiron did not previously own. Previously, Chiron owned 19.9% of Pulmopharm and accounted for the investment under the equity method. Chiron accounted for the acquisition using the
purchase method of accounting and included Pulmopharm's operating results in its consolidated operating results beginning on July 1, 2002. Pulmopharm is part of Chiron's biopharmaceuticals
segment (see Note 5).

On
February 20, 2002, Chiron acquired Matrix Pharmaceutical, Inc., a company that was developing tezacitabine, a drug to treat cancer. Chiron included Matrix
Pharmaceutical's operating results, including the seven business days from February 20 to 28, 2002, in its consolidated operating results beginning on March 1, 2002 (see Note 5).

Chiron
is a limited partner of several venture capital funds. Chiron is obligated to pay $60.0 million over ten years in equity contributions to these venture capital funds, of
which approximately $28.7 million was paid through June 30, 2003. Chiron accounts for these investments under the equity method of accounting.

8

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Use of Estimates and Reclassifications

The preparation of financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to investments;
inventories; derivatives; intangible assets; purchased in-process research and development; product discounts, rebates and returns;
bad debts; collaborative, royalty and license arrangements; restructuring; pension and other post-retirement benefits; income taxes; and litigation and other contingencies. Chiron bases
its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

Chiron's
blood testing segment consists of Chiron's one-half interest in the pretax operating earnings of its joint business contractual arrangement with Ortho-Clinical
Diagnostics, Inc., a Johnson & Johnson company. Chiron's joint business arrangement with Ortho-Clinical Diagnostics is operated under a contractual arrangement and is not a separate and
distinct legal entity. Through Chiron's joint business contractual arrangement with Ortho-Clinical Diagnostics, Chiron sells a line of immunodiagnostic tests to detect hepatitis viruses and
retroviruses and provides supplemental tests and microplate and chemiluminescent instrument systems to automate test performance and data collection. Prior to the first quarter 2003, Chiron had
accounted for revenues from non-U.S. affiliate sales on a one-quarter lag, with an adjustment of the estimate to actual in the subsequent quarter. More current information of
non-U.S. affiliate sales of the joint business contractual arrangement became available in the first quarter 2003, and as a result, Chiron is able to recognize revenues from
non-U.S. affiliate sales on a one-month lag. The effect of this change, net of tax, was an increase to net income by $3.2 million for earnings of unconsolidated joint
business for the six months ended June 30, 2003.

Chiron
recognizes a portion of revenue for product sales of Betaseron® upon shipment to its marketing partner, and the remainder based on a contractual percentage of sales by
its marketing partner. Chiron also earns royalties on the marketing partner's European sales of Betaferon® in those cases where Chiron does not supply the product. Prior to the first
quarter 2002, Chiron had accounted for revenues from non-U.S. product sales on a one-quarter lag and royalties as a percentage of forecast received from its marketing partner,
with an adjustment of the estimate to actual in the subsequent quarter. More current information of non-U.S. Betaseron® sales became available in 2002, and as a result, Chiron
is able to recognize revenues from Betaseron® product sales and Betaferon® royalties on a current basis. The effect of this change, net of tax, was a decrease in net loss for
the first quarter 2002 and an increase in net income for the six months ended June 30, 2002 by $3.1 million for product sales and $2.8 million for royalties.

Revenue Recognition

Chiron's blood testing segment recognizes revenues related to nucleic acid testing product sales, which primarily consist of revenue derived from the sale and use
of assays, revenue derived from the

9

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sale,
lease or rental of equipment and revenue from providing field service for the instruments. In the case of assay sales and equipment rentals included as part of the assay contract (commonly
referred to as "reagent rental" agreements), revenue is recorded based upon the reported results obtained from the customer for the use of assays to screen donations or upon sale and delivery of the
assays depending on the underlying contract. In the case of equipment sales or leases, revenue is recorded upon the sale and transfer of the title to the instrument or ratably over the life of the
lease term. For the provision of service on the instruments, revenue is recognized ratably over the life of the service agreement term.

Inventories

Inventories are stated at the lower of cost or market using the moving weighted-average cost method. Inventory that is obsolete (inventory that will no longer be
used in the manufacturing process), expired, or in excess of forecasted usage is written down to its market value. Inventories, net of reserves consisted of the following (in thousands):

June 30,
2003

December 31,
2002Finished goods

$
49,881

$
32,697Work-in-process


99,306


77,232Raw materials


46,818


36,076$
196,005

$
146,005


Income Taxes

The reported effective tax rate for 2003 is 25% of pretax income from operations. The effective tax rate may be affected in future periods by changes in Chiron's
estimates with respect to the deferred tax assets, acquisitions and other items affecting the overall tax rate. Income tax expense for the six months ended June 30, 2002, was based on an
estimated annual effective tax rate on pretax income from continuing operations of approximately 27%, excluding the write-off of purchased in-process research and development
related to the acquisition of Matrix Pharmaceutical, Inc. (see Note 5).

Put Options

Chiron has used written put options to reduce the effective costs of repurchasing its common stock. The put option contracts provide that Chiron, at its choice,
can settle with cash or through physical delivery of shares and, accordingly, the fair value of such put option contracts (premiums received) is initially classified in equity. However, because either
settlement choice could require Chiron to deliver cash if the put option is exercised, an amount equal to the cash redemption value of the put option contracts is classified as temporary equity until
expiration of the option.

10

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Stock-Based Compensation

Chiron measures compensation expense for its stock-based employee compensation plans using the intrinsic method prescribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and related Interpretations, including Financial Accounting Standards Board, referred to as FASB, Interpretation No. 44 "Accounting for
Certain Transactions Involving Stock Compensation." Compensation expense is based on the difference, if any, between the fair value of Chiron's common stock and the exercise price of the option or
share right on the measurement date, which is typically the date of grant. This amount is recorded as "Deferred stock compensation" in the Condensed Consolidated Balance Sheets and amortized as a
charge to operations over the vesting period of the applicable options or share rights. Compensation expense is included primarily in "Selling, general and administrative" in the Condensed
Consolidated Statements of Operations.

In
accordance with Statement of Financial Accounting Standards, referred to as SFAS, No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based CompensationTransition and Disclosure," Chiron has provided, below, the pro forma disclosures of the effect on net income and net income per share as if SFAS
No. 123 had been applied in measuring compensation expense for all periods presented. Due to rounding, quarterly amounts may not sum fully to yearly amounts.

|                              |             | Three Months Ended
June 30,                                                                                                                                          |   | Six Months Ended
June 30,
|----------------------------- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------
|
|
|Net income:                   |             |                                                                                                                                                                      |   |                          
|                              | As reported |                                                                                                                                                                      | $ | 61,997                   
|                              |             | Add:    Stock-based employee compensation expense
            included in reported net income, net of
            related tax effects                                |   |                          
|                              |             | Less:    Total stock-based employee compensation
            expense determined under fair value based
            method for all awards, net of related tax effects |   |                          
|                              |             |                                                                                                                                                                      |   |                          
|                              |             | Pro forma                                                                                                                                                            |   | $                        
|                              |             |                                                                                                                                                                      |   |                          
|Basic net income per share:   |             |                                                                                                                                                                      |   |                          
|                              | As reported |                                                                                                                                                                      | $ | 0.33                     
|                              | Pro forma   |                                                                                                                                                                      | $ | 0.24                     
|Diluted net income per share: |             |                                                                                                                                                                      |   |                          
|                              | As reported |                                                                                                                                                                      | $ | 0.33                     
|                              | Pro forma   |                                                                                                                                                                      | $ | 0.23                     

11

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Comprehensive Income

In 2003, the foreign currency translation component of comprehensive income was not adjusted for income taxes, as it relates to permanent investments in
non-U.S. subsidiaries. In 2002, the foreign currency translation component of comprehensive income included the tax effects of certain profit repatriations from Chiron's German and Italian
vaccines subsidiaries. Additionally in 2002, all other foreign profits, net of the German and Italian profit repatriations, were considered permanently reinvested.

Treasury Stock

Treasury stock is stated at cost. Gains on reissuance of treasury stock are credited to "Additional paid-in capital." Losses on reissuance of treasury
stock are charged to "Additional paid-in capital" to the extent of available net gains on reissuance of treasury stock. Otherwise, losses are charged to "Accumulated deficit." Chiron
charged losses of $16.3 million and $23.8 million for the three and six months ended June 30, 2003, respectively, and $5.4 million and $22.9 million for the three
and six months ended June 30, 2002, respectively, to "Accumulated deficit" in the Condensed Consolidated Balance Sheets.

New Accounting Standards

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes new standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 is not expected to have a material impact on the
Consolidated Financial Statements.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies the accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. It requires, among other things, that
contracts with comparable characteristics be accounted for similarly and clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when
a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective generally for contracts entered into and modified after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the Consolidated Financial Statements.

In
January 2003, the FASB issued Interpretation No. 46 (referred to as FIN No. 46), "Consolidation of Variable Interest Entities" which address the accounting for
certain off-balance sheet lease financing. The recognition provisions of FIN No. 46 will be effective for Chiron for the interim period ended September 30, 2003. The adoption
of FIN No. 46 is not expected to have a material impact on the Consolidated Financial Statements.

12

---

In
November 2002, the FASB issued EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21 addresses
certain aspects of the accounting by a company for arrangements under which it will perform multiple revenue-generating activities. EITF Issue No. 00-21 addresses when and how an
arrangement involving multiple deliverables should be divided into separate units of accounting. EITF Issue No. 00-21 provides guidance with respect to the effect of certain
customer rights due to company nonperformance on the recognition of revenue allocated to delivered units of accounting. EITF Issue No. 00-21 also addresses the impact on the
measurement and/or allocation of arrangement consideration of customer cancellation provisions and consideration that varies as a result of future actions of the customer or the company. Finally, EITF
Issue No. 00-21 provides guidance with respect to the recognition of the cost of certain deliverables that are excluded from the revenue accounting for an arrangement. The
provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of
EITF Issue No. 00-21 is not expected to have a material impact on the Consolidated Financial Statements.

Note 2Earnings Per Share

Basic earnings per share is based upon the weighted-average number of common shares outstanding. Diluted earnings per share is based upon the weighted-average
number of common shares and dilutive potential common shares outstanding. Dilutive potential common shares could result from (i) the assumed exercise of outstanding stock options, warrants and
equivalents, which are included under the treasury-stock method; (ii) performance units to the extent that dilutive shares are assumed issuable; (iii) the assumed exercise of outstanding
put options, which are included under the reverse treasury-stock method; and (iv) convertible notes and debentures, which are included under the if-converted method. Due to
rounding, quarterly amounts may not sum fully to yearly amounts.

13

---

The
following table sets forth the computations for basic and diluted earnings per share on income from continuing operations (in thousands, except per share data):

|                           |                                                                    | Three Months Ended
June 30,   |      | Six Months Ended
June 30,
|-------------------------- | ------------------------------------------------------------------ | ----------------------------- | ---- | -------------------------
|
|Income (Numerator):        |                                                                    |                               |      |                          
|                           | Income from continuing operations                                  |                               | $    | 61,459                   
|                           |                                                                    |                               |      |                          
|Shares (Denominator):      |                                                                    |                               |      |                          
|                           | Weighted-average common shares outstanding                         |                               |      | 186,408                  
|                           | Effect of dilutive securities:                                     |                               |      |                          
|                           |                                                                    | Stock options and equivalents |      |                          
|                           |                                                                    | Put options                   |      |                          
|                           |                                                                    |                               |      |                          
|                           | Weighted-average common shares outstanding, plus assumed issuances |                               |      | 189,963                  
|                           |                                                                    |                               |      |                          
|Basic earnings per share   |                                                                    | $                             | 0.33 |                          
|                           |                                                                    |                               |      |                          
|Diluted earnings per share |                                                                    | $                             | 0.32 |                          
|                           |                                                                    |                               |      |                          

The
following table sets forth the computations for basic and diluted earnings per share on net income (in thousands, except per share data):

|                           |                                                                    | Three Months Ended
June 30,   |      | Six Months Ended
June 30,
|-------------------------- | ------------------------------------------------------------------ | ----------------------------- | ---- | -------------------------
|
|Income (Numerator):        |                                                                    |                               |      |                          
|                           | Net income                                                         |                               | $    | 61,997                   
|                           |                                                                    |                               |      |                          
|Shares (Denominator):      |                                                                    |                               |      |                          
|                           | Weighted-average common shares outstanding                         |                               |      | 186,408                  
|                           | Effect of dilutive securities:                                     |                               |      |                          
|                           |                                                                    | Stock options and equivalents |      |                          
|                           |                                                                    | Put options                   |      |                          
|                           |                                                                    |                               |      |                          
|                           | Weighted-average common shares outstanding, plus assumed issuances |                               |      | 189,963                  
|                           |                                                                    |                               |      |                          
|Basic earnings per share   |                                                                    | $                             | 0.33 |                          
|                           |                                                                    |                               |      |                          
|Diluted earnings per share |                                                                    | $                             | 0.33 |                          
|                           |                                                                    |                               |      |                          

For
the three months ended June 30, 2003 and 2002, stock options to purchase 16.8 million and 14.1 million shares, respectively, and for the six months ended
June 30, 2003 and 2002, stock options to purchase 17.1 million and 13.8 million, respectively, with exercise prices greater than the average market prices of common stock, were
excluded from the respective computations of diluted earnings per share as their inclusion would be antidilutive.

14

---



Also
excluded from the computations of diluted earnings per share for each of the three and six months ended June 30, 2003 and June 30, 2002 were 5.2 million shares
of common stock issuable upon conversion of the Liquid Yield Option Notes, as their inclusion would be antidilutive.

Note 3Put Options

In May 2003, Chiron entered into a contract with a third party to sell put options on Chiron stock, entitling the holder to sell to Chiron
0.5 million shares at $43.89 per share. The option expired June 30, 2003. On June 30, 2003, Chiron's closing stock price was $43.86. The third party elected to exercise a portion
of the options. As a result, Chiron repurchased 0.2 million shares.

In
February 2003, Chiron entered into a contract with a third party to sell put options on Chiron stock, entitling the holder to sell to Chiron 0.5 million shares at $36.79
per share. The option expired unexercised on May 5, 2003.

As
of December 31, 2002, Chiron had an outstanding put option contract with a third party entitling the holder to sell to Chiron 0.5 million shares at $38.11 per share. The
option expired unexercised on January 29, 2003. This put option contract was initially classified as equity. However, because the settlement options available to Chiron could require Chiron to
deliver cash if the put option was exercised by the counter-party, the cash redemption value, totaling $19.1 million, was reclassified from "Additional paid-in capital" to "Put
options" in temporary equity in the Condensed Consolidated Balance Sheet at December 31, 2002. Upon expiration, the options were not exercised and the temporary equity of $19.1 million
was reclassified to permanent equity in the first quarter 2003.

Note 4Discontinued Operations

In a strategic effort to focus on its core businesses of biopharmaceuticals, vaccines and blood testing, Chiron completed the sale of Chiron Diagnostics and
Chiron Vision in 1998 and 1997, respectively. Discontinued operations had no impact on basic earnings per share for the three months ended June 30, 2003. Diluted earnings per share from
discontinued operations was $0.01 for the three months ended June 30, 2003. Basic and diluted earnings per share from discontinued operations were $0.01 for the six months ended June 30,
2003. There was no activity related to discontinued operations during the three and six months ended June 30, 2002.

In
the second quarter 2003, Chiron reversed approximately $0.5 million related to unutilized reserves for Chiron Diagnostics and Chiron Vision, which was recorded as a "Gain on
disposal of discontinued operations" for the three months ended June 30, 2003.

In
the first quarter 2003, Chiron and Bayer Corporation reached a settlement agreement relating to certain claims raised by Bayer under the Stock Purchase Agreement dated
September 17, 1998, between Chiron and Bayer for Chiron Diagnostics. Under this settlement agreement, Chiron was required to make a payment to Bayer during the first quarter 2003. Chiron
utilized an amount previously reserved for indemnity obligations, based upon the settlement agreement with Bayer. These amounts resulted in a net charge of $7.6 million, offset by an income tax
benefit of $9.0 million, resulting in a net gain of $1.4 million which was recorded as a "Gain on disposal of discontinued operations" for the six months ended June 30, 2003.

15

---

Income Taxes

In connection with the sale of Chiron Diagnostics and Chiron Vision, Chiron recorded cumulative net deferred tax assets of $0.2 million and
$8.5 million at June 30, 2003 and December 31, 2002, respectively, principally attributable to the timing of the deduction of certain expenses associated with these sales. Chiron
also recorded corresponding valuation allowances of $0.2 million and $8.5 million at June 30, 2003 and December 31, 2002, respectively, to offset these deferred tax assets,
as management believes that it is more likely than not that the deferred tax assets to which the valuation allowance relates will not be realized. The future recognition of these deferred tax assets
will be reported as a component of "Gain (loss) on disposal of discontinued operations."

Note 5Acquisitions

Pulmopharm GmbHOn July 1, 2002, Chiron completed its acquisition of Pulmopharm GmbH, a distributor of
TOBI® products in Germany and Austria by purchasing the remaining 80.1% ownership that Chiron did not previously own. Previously, Chiron owned 19.9% of Pulmopharm and accounted for the
investment under the equity method. Chiron's acquisition of all of the remaining outstanding shares of common stock of Pulmopharm, including estimated acquisition costs, resulted in a total purchase
price of approximately $3.7 million. The acquisition resulted in the recognition of $3.8 million of intangible assets relating to the distribution rights, $1.2 million of
goodwill, $0.3 million of tangible assets and $1.6 million of deferred tax liabilities on the acquisition date. In addition, on the acquisition date, the carrying value of the original
investment in Pulmopharm, which totaled $0.3 million, was reclassified to goodwill. Chiron accounted for the acquisition using the purchase method of accounting and included Pulmopharm's
operating results in its consolidated operating results beginning on July 1, 2002. Pulmopharm is part of Chiron's biopharmaceuticals segment.

Matrix Pharmaceutical, Inc.On February 20, 2002, Chiron acquired Matrix Pharmaceutical, Inc., a company
that was developing tezacitabine, a drug to treat cancer. Chiron acquired all of the outstanding shares of common stock of Matrix Pharmaceutical at $2.21 per share, which, including acquisition costs,
resulted in a total purchase price of approximately $67.0 million. Matrix Pharmaceutical is part of Chiron's biopharmaceuticals segment. Tezacitabine expanded Chiron's portfolio of cancer
therapeutics.

Chiron
accounted for the acquisition as an asset purchase and included Matrix Pharmaceutical's operating results, including the seven business days from February 20 to 28, 2002,
in its consolidated operating results beginning on March 1, 2002. The components and allocation of the purchase price, based on their fair values, consisted of the following (in thousands):

Consideration and acquisition costs:Cash paid for common stock

$
58,737Cash paid for options on common stock


2,231Acquisition costs


6,078Total purchase price

$
67,046


16

---

Allocation of purchase price:Cash and cash equivalents

$
17,337Assets held for sale


2,300Deferred tax assets


10,000Other assets


1,469Write-off of purchased in-process research and development


45,181Accounts payable


(2,898
)Reduction of income taxes payable


1,739Accrued liabilities


(8,082
)Total purchase price

$
67,046


Acquisition
costs included contractual severance and involuntary termination costs, as well as other direct acquisition costs. Approximately $5.1 million
represented severance payments, assumed by Chiron, to eligible employees as defined by their employment agreements.

Chiron
allocated the purchase price based on the fair value of the assets acquired and liabilities assumed. Once value was allocated to tangible assets, the residual amount (which was
less than the estimated fair value of the in-process research and development discussed below) was allocated to the identifiable intangible assets, including in-process
research and development. Chiron allocated a portion of the purchase price to purchased in-process research and development and wrote off $54.8 million in the first quarter 2002.
Chiron allocated a portion of the purchase price to a liability for asset disposal and lease cancellation for the San Diego, California facility closed during the third quarter 2002. In the fourth
quarter 2002, Chiron found an assignee for the manufacturing facility lease and revised the allocation of the purchase price resulting in a $9.6 million decrease to the liabilities relating to
the expected exit of the facility. As a result, the revised aggregate fair value of the assets acquired and liabilities assumed, including purchased in-process research and development,
exceeded the purchase price by $9.6 million. Accordingly, this excess credit of $9.6 million was allocated to purchased in-process research and development, as an excess
credit allocated to any other acquired asset would have resulted in the recording of assets below fair value and would have required a gain to be recognized as current assets were realized. Chiron
does not anticipate that there will be any alternative future use for the in-process research and development that was written off. The
write-off of purchased in-process research and development represented the fair value, calculated using probability-of-success-adjusted cash flows and a
20% discount rate, at the acquisition date. Chiron assumed cash flows from tezacitabine to commence after 2005. As with all pharmaceutical products, the probability of commercial success for any
research and development project is highly uncertain.

As
indicated in the above table, a portion of the purchase price was allocated to assets held for sale. In March 2002, Chiron sold the leasehold improvements and assigned the
lease related to a facility located in Fremont, California. Chiron received an amount equivalent to the fair value of the assets at the date of acquisition.

Chiron
paid $1.0 million and $0.2 million related to severance payments included in acquisition costs for PathoGenesis Corporation and Matrix Pharmaceutical, respectively,
for the six months ended June 30, 2003. These payments are reflected in the Condensed Consolidated Statement of Cash Flows

17

---

as
a component of "Cash paid for acquisitions, net of cash acquired" for the six months ended June 30, 2003.

In
March 2002, Chiron paid $6.0 million related to a bank loan assumed during the purchase of Matrix Pharmaceutical. This payment is reflected on the Condensed Consolidated
Statement of Cash Flows as a component of "Cash paid for acquisitions, net of cash acquired" for the six months ended June 30, 2002.

The
deferred tax assets primarily related to future utilization of net operating loss carryforwards. Chiron acquired federal and state net operating loss carryforwards and business
credits attributed to Matrix Pharmaceutical of approximately $288.7 million and $9.5 million, respectively. The available utilization of such net operating loss and business tax credit
carryforwards is limited in any one year to approximately $2.8 million per annum over the next twenty years under provisions of the Internal Revenue Code. As such, a significant portion of
Matrix Pharmaceutical's net operating loss carryforwards is expected to expire unutilized.

Note 6Restructuring and Reorganization

For the six months ended June 30, 2003, Chiron recorded restructuring and reorganization charges of $0.7 million. The charges, included in
"Restructuring and reorganization charges" in the condensed consolidated statement of operations, consisted of termination and other employee-related costs recognized in connection with the
elimination of 7 positions in its Amsterdam manufacturing facility. Termination notice has been provided. However, of the 7 positions for elimination, none were
terminated as of June 30, 2003. For the six months ended June 30, 2002, Chiron had no restructuring and reorganization adjustments.

Previously,
Chiron recorded restructuring and reorganization charges related to (i) the integration of its worldwide vaccines operations, (ii) the closure of its Puerto
Rico and St. Louis, Missouri facilities and (iii) the ongoing restructuring of its business operations. The integration of its worldwide vaccines operations consisted of termination and other
employee-related costs recognized in connection with the elimination of 28 positions, all of which had terminated as of December 31, 2000, in Chiron's Italian manufacturing facility and
facility-related costs. The closure of its Puerto Rico and St. Louis facilities and the ongoing restructuring of its business operations consisted of termination and other employee-related costs
recognized in connection with the elimination of 371 positions in manufacturing, research, development, sales, marketing and other administrative functions, and facility-related costs. Employee
termination costs included wage continuation, advance notice pay and medical and other benefits. Facility-related costs included losses on disposal of property, plant and equipment, lease payments and
other related costs. For the six months ended June 30, 2003 and 2002, Chiron had no restructuring and reorganization adjustments related to these items. Of the 371 positions for elimination,
366 were terminated as of June 30, 2003 and 363 had been terminated as of June 30, 2002.

Chiron
expects to substantially settle the restructuring and reorganization accruals within one to six years of accruing the related charges. As of June 30, 2003,
$0.9 million was included in "Other current liabilities" in the Condensed Consolidated Balance Sheet. As of December 31, 2002, $0.2 million and $0.1 million were included
in "Other current liabilities" and "Other noncurrent liabilities," respectively, in the Condensed Consolidated Balance Sheet.

18

---

The
activity in accrued restructuring and reorganization for the six months ended June 30, 2003 and 2002 is summarized as follows (in thousands):

|                                                        |  | Accrual at
December 31,
2002 |     | Amount of
Total
Restructuring
Charge |   | Amount
Utilized
Through
June 30, 2003 |  | Amount to
Be Utilized
In Future
Periods
|------------------------------------------------------- |  | ---------------------------- | --- | ------------------------------------ | - | ------------------------------------- |  | ---------------------------------------
|Employee-related costs and
Other facility-related costs |  | $                            | 334 |                                      | $ | 675                                   |  | $                                      
|                                                        |  |                              |     |                                      |   |                                       |  |                                        

|                                                        |  | Accrual at
December 31,
2001 |     | Amount of
Total
Restructuring
Charge |   | Amount
Utilized
Through
June 30, 2002 |  | Amount to
Be Utilized
In Future
Periods
|------------------------------------------------------- |  | ---------------------------- | --- | ------------------------------------ | - | ------------------------------------- |  | ---------------------------------------
|Employee-related costs and
Other facility-related costs |  | $                            | 693 |                                      | $ |                                      |  | $                                      
|                                                        |  |                              |     |                                      |   |                                       |  |                                        

Note 7Intangible Assets

In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." Chiron adopted
the provisions of SFAS No. 141 immediately, and SFAS No. 142 effective January 1, 2002.

Intangible
assets subject to amortization consisted of the following (in thousands):

|                                                |                               | June 30, 2003 |         | December 31, 2002
|----------------------------------------------- | ----------------------------- | ------------- | ------- | -----------------
|
|Purchased technologies                          |                               | $             | 331,975 |                  
|                                                |                               |               |         |                  
|Patents                                         |                               | $             | 112,711 |                  
|Trademarks                                      |                               |               | 56,966  |                  
|Licenses and technology rights                  |                               |               | 37,202  |                  
|Customer relationships                          |                               |               | 26,298  |                  
|Know how(1)                                     |                               |               | 11,943  |                  
|Databases                                       |                               |               | 7,100   |                  
|Other                                           |                               |               | 15,356  |                  
|                                                |                               |               |         |                  
|                                                | Total other intangible assets |               | $       | 267,576          
|                                                |                               |               |         |                  
|Total intangible assets subject to amortization |                               | $             | 599,551 |                  
|                                                |                               |               |         |                  

---

19

---

Aggregate amortization expense is as follows (in thousands):

For the six months ended June 30, 2003 (reported)

$
27,399For the remaining six months in the year ended December 31, 2003 (estimated)


27,461For the year ended December 31, 2003 (estimated)

$
54,860For the year ended December 31, 2004 (estimated)

$
51,909For the year ended December 31, 2005 (estimated)

$
47,467For the year ended December 31, 2006 (estimated)

$
45,862For the year ended December 31, 2007 (estimated)

$
44,662For the year ended December 31, 2008 (estimated)

$
43,846


The
changes in the carrying value of goodwill by reporting unit consisted of the following (in thousands):

|                                          |                                 | Biopharmaceuticals |         | Vaccines |   | Total 
|----------------------------------------- | ------------------------------- | ------------------ | ------- | -------- | - | ------
|Goodwill (including assembled workforce): |                                 |                    |         |          |   |       
|Balance as of December 31, 2002           |                                 | $                  | 199,225 |          | $ | 40,521
|                                          | Effect of exchange rate changes |                    |         |         |   |       
|                                          |                                 |                    |         |          |   |       
|Balance as of June 30, 2003               |                                 | $                  | 199,225 |          | $ | 44,251
|                                          |                                 |                    |         |          |   |       

Note 8Segment Information

Chiron is organized based on the products and services that it offers. Under this organizational structure, there are three reportable segments:
(i) biopharmaceuticals, (ii) vaccines and (iii) blood testing. The biopharmaceuticals segment consists of therapeutic products and services, with an emphasis on the treatment of
cancer and infectious diseases, using the development and acquisition of technologies related to therapeutic proteins and small molecules. The vaccines segment consists principally of adult and
pediatric vaccines for viral and bacterial infections. Chiron sells these vaccines primarily in Germany, Italy, the United Kingdom, and other international markets. The vaccines segment is also
involved in the development of novel vaccines and vaccination technology. The blood testing segment consists of an alliance with Gen-Probe Incorporated and Chiron's one-half
interest in the pretax operating earnings of its joint business contractual arrangement with Ortho-Clinical Diagnostics, Inc., a Johnson & Johnson company. Chiron's alliance with
Gen-Probe is focused on developing and commercializing nucleic acid testing products using Transcription-Mediated Amplification technology to screen donated blood and plasma products for
viral infection. Chiron's joint business arrangement with Ortho-Clinical Diagnostics is operated under a contractual arrangement and is not a separate and distinct legal entity. Through Chiron's joint
business contractual arrangement with Ortho-Clinical Diagnostics, Chiron sells a line of immunodiagnostic tests to detect hepatitis viruses and retroviruses and provides supplemental tests and
microplate and chemiluminescent instrument systems to automate test performance and data collection.

20

---

Revenues
and expenses associated with Chiron's research and development activities specifically benefit each of the reportable segments and as such, have been included in the results of
operations of the respective reportable segment.

Chiron
views certain other revenues and expenses, particularly certain royalty and license fee revenues primarily related to HIV and hepatitis C virus related patents, and unallocated
corporate expenses, as not belonging to any one reportable segment. As a result, Chiron has aggregated these items into an "Other" segment.

For
the three and six months ended June 30, 2002, expenses of approximately $2.5 million and $4.4 million, respectively, previously allocated to the
biopharmaceuticals segment, have been allocated to the vaccines segment to conform with the current period presentation.

The
accounting policies of Chiron's reportable segments are the same as those described in Note 1The Company and Summary of Significant Accounting Policies above and
in Chiron's Annual Report on Form 10-K for the year ended December 31, 2002. Chiron evaluates the performance of its segments based on each segment's income (loss) from
continuing operations, excluding certain special items, such as restructuring and reorganization charges and the write-off of purchased in-process research and development,
which are shown as reconciling items in the table below.

21

---

The
following segment information excludes all significant intersegment transactions as these transactions are eliminated for management reporting purposes (in thousands):

|         |                     | Three Months Ended
June 30,               |                                   | Six Months Ended
June 30, |        
|-------- | ------------------- | ----------------------------------------- | --------------------------------- | ------------------------- | -------
|
|Revenues |                     |                                           |                                   |                           |        
|         | Biopharmaceuticals: |                                           |                                   |                           |        
|         |                     | Product sales, net                        |                                   | $                         | 107,267
|         |                     | Collaborative agreement revenues          |                                   |                           | 1,118  
|         |                     | Royalty and license fee revenues          |                                   |                           | 20,758 
|         |                     | Other revenues                            |                                   |                           | 3,151  
|         |                     |                                           |                                   |                           |        
|         |                     |                                           | Total biopharmaceuticals revenues |                           | $      
|         | Vaccines:           |                                           |                                   |                           |        
|         |                     | Product sales, net                        |                                   | $                         | 85,557 
|         |                     | Collaborative agreement revenues          |                                   |                           | 166    
|         |                     | Royalty and license fee revenues          |                                   |                           | 3,343  
|         |                     | Other revenues                            |                                   |                           | 3,218  
|         |                     |                                           |                                   |                           |        
|         |                     |                                           | Total vaccines revenues           |                           | $      
|         | Blood testing:      |                                           |                                   |                           |        
|         |                     | Product sales, net                        |                                   | $                         | 53,104 
|         |                     | Earnings of unconsolidated joint business |                                   |                           | 27,475 
|         |                     | Collaborative agreement revenues          |                                   |                           | 2,340  
|         |                     | Royalty and license fee revenues          |                                   |                           | 23,160 
|         |                     | Other revenues                            |                                   |                           |       
|         |                     |                                           |                                   |                           |        
|         |                     |                                           | Total blood testing revenues      |                           | $      
|         | Other:              |                                           |                                   |                           |        
|         |                     | Royalty and license fee revenues          |                                   | $                         | 19,615 
|         |                     | Other revenues                            |                                   |                           |       
|         |                     |                                           |                                   |                           |        
|         |                     |                                           | Total other revenues              |                           | $      
|         |                     |                                           |                                   |                           |        
|         | Total revenues      |                                           | $                                 | 350,272                   |        
|         |                     |                                           |                                   |                           |        
|         |                     |                                           |                                   |                           |        

22

---

|Income (loss) from continuing operations |                                                       |                                                            |   |        |        |   |        |        |   |         |         |   |       
|---------------------------------------- | ----------------------------------------------------- | ---------------------------------------------------------- | - | ------ | ------ | - | ------ | ------ | - | ------- | ------- | - | ------
|                                         | Biopharmaceuticals                                    |                                                            | $ | 8,872  |        | $ | 4,745  |        | $ | 33,971  |         | $ | 12,979
|                                         | Vaccines                                              |                                                            |   | 794    |        |   | 13,281 |        |   | (4,508  | )       |   | 8,978 
|                                         | Blood testing                                         |                                                            |   | 62,441 |        |   | 43,630 |        |   | 113,003 |         |   | 73,113
|                                         | Other                                                 |                                                            |   | 2,163  |        |   | (1,571 | )      |   | 2,930   |         |   | (2,458
|                                         |                                                       |                                                            |   |        |        |   |        |        |  
|                                         |                                                       | Segment income from operations                             |   |        | 74,270 |   |        | 60,085 |   |         | 145,396 |   |       
|                                         | Operating expense reconciling items:                  |                                                            |   |        |        |   |        |        |   |         |         |   |       
|                                         |                                                       | Write-off of purchased in-process research and development |   |        |       |   |        |       |   |         |        |   |       
|                                         |                                                       | Restructuring and reorganization charges                   |   |        | (519   | ) |        |       |   |         | (675    | ) |       
|                                         |                                                       |                                                            |   |        |        |   |        |        |  
|                                         | Income from operations                                |                                                            |   | 73,751 |        |   | 60,085 |        |   | 144,721 |         |   | 37,831
|                                         |                                                       | Interest expense                                           |   |        | (2,839 | ) |        | (3,133 | ) |         | (6,301  | ) |       
|                                         |                                                       | Interest and other income, net                             |   |        | 11,613 |   |        | 12,613 |   |         | 25,931  |   |       
|                                         |                                                       | Minority interest                                          |   |        | (581   | ) |        | (464   | ) |         | (981    | ) |       
|                                         |                                                       |                                                            |   |        |        |   |        |        |  
|                                         | Income from continuing operations before income taxes |                                                            | $ | 81,944 |        | $ | 69,101 |        | $ | 163,370 |         | $ | 63,420
|                                         |                                                       |                                                            |   |        |        |   |        |        |  

Note 9Commitments and Contingencies

Effective June 2003, Chiron and SynCo Bio Partners B.V., a related party, executed a seven and a half-year contract manufacturing agreement.
Under this agreement, SynCo agreed to provide services related to the production of certain of Chiron's vaccine products for the European and U.S. markets. Chiron has a firm binding order for products
to be delivered by SynCo in 2004, 2005 and 2006 under this agreement. Chiron's minimum purchase obligation under this agreement, subject to adjustment depending on the quantities purchased by Chiron
in years 2007 through 2010, inflation and movement in the Euro to U.S. Dollar exchange rate, is expected to be approximately $34.0 million over the term of the agreement.

Simultaneously
in June 2003, Chiron and SynCo Bio Partners B.V. executed an FDA compliance agreement. Under this agreement, Chiron will fund certain costs required to bring
SynCo's Amsterdam manufacturing facility into compliance to support approval by the U.S. Food and Drug Administration to manufacture certain vaccine products for the U.S. market. Chiron's funding
commitment under this agreement is expected to be approximately $10.0 million through the first quarter 2005.

In
July 2003, Chiron entered into a new six-year lease to rent a research and development facility in Emeryville, California following the expiration of the existing
lease. Effective July 1, 2003, Chiron accounted for this new lease as a capital lease and, as a result, recorded the leased facility and the corresponding liability on its balance sheet. The
amount recorded on the balance sheet for the leased facility is $157.5 million. At the inception of the lease, the future minimum lease payments, exclusive of a residual value guarantee, are
approximately $15.7 million over the lease term. The interest payments

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represent
variable-rate interest payments indexed to a three-month London interbank offered rate plus 40 basis points. The lease provides a $156.0 million residual value guarantee
from Chiron to the lessors in the event of property value declines. Consequently, Chiron's maximum payment obligation is $156.0 million upon termination of the lease on or before July 1,
2009. On or before July 1, 2009, Chiron can choose to either purchase the facility from the lessors or sell the facility to a third party. This option accelerates if Chiron defaults on its
lease payments or in the event of other defined events. As of July 1, 2003, Novartis AG had guaranteed (under provisions of the Investment Agreement) payments on this lease commitment,
including payment of the residual value guarantee, to a maximum of $173.3 million.

Chiron
is limited partner of several venture capital funds, as discussed in Note 1"The Company and Summary of Significant Accounting Policies." In the second quarter
2003, Chiron became a limited partner of two additional venture capital funds. Chiron is obligated to pay $15.0 million over ten years in equity contributions to these two new venture capital
funds, of which $1.0 million was paid through June 30, 2003.

In
April 2003, Chiron entered into a 15-year lease to rent an office building in Uxbridge, United Kingdom. The total minimum lease payments over the term of the lease
are approximately 9.8 million British Pounds ($16.4 million at June 30, 2003). After 10 years, Chiron has the option to terminate or continue the lease, with
one-year prior notice. This lease is accounted for as an operating lease.

There
were no amounts drawn against any outstanding letters of credit at June 30, 2003. Effective April 1, 2003, the amount of insurance-related letters of credit was
increased by $4.8 million.

Effective
February 2003, Chiron and Baxter Pharmaceutical Solutions LLC executed an eight-year manufacturing and supply agreement. Under this agreement, Baxter agreed
to perform certain manufacturing procedures and supply Chiron with a key component for a certain biopharmaceutical product. Chiron has certain minimum purchase obligations under this agreement and is
required to pay the difference, if any, between the actual quantity purchased and the minimum purchase obligation. Chiron's minimum purchase obligation is effective once regulatory approval is
obtained. Chiron can terminate this agreement in the fifth year with prior notice. Chiron's minimum purchase obligation under this agreement is expected to be approximately $36.0 million over
the next four years.

In
April 2001, Chiron, Rhein Biotech N.V. (now part of Berna Biotech) and GreenCross Vaccine Corporation entered into a collaboration to research and develop certain pediatric
combination vaccine products for sale outside of Europe and North America. The collaboration agreement requires capital commitments from Chiron, Berna Biotech and GreenCross Vaccine. Chiron's
commitment is approximately 26.4 million Euro ($30.2 million at June 30, 2003) for the expansion of Chiron's Italian manufacturing facilities, of which Chiron had incurred costs
of 4.6 million Euro ($5.4 million), as of June 30, 2003. This agreement began in the fourth quarter 2001 and is expected to continue through 2008.

In
February 2001, Chiron's Board of Directors approved a $235.0 million capital expansion project, which includes the construction of a research and development facility
(including a supporting central utility facility) and a parking structure in Emeryville, California. Chiron has committed to $37.6 million in design and construction services, of which Chiron
had incurred costs of $28.4 million, as of June 30,

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2003.
Chiron may cancel these commitments at any time. Related to the research and development facility, Chiron is evaluating various financing alternatives to fund this expansion. Construction was
completed on the parking structure in December 2002.

Chiron
enters into indemnification provisions under its agreements with other companies in its ordinary course of business, typically with business partners, contractors, clinical sites,
insurers and customers. Under these provisions Chiron generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of Chiron's
activities. These indemnification provisions generally survive termination of the underlying agreement. In some cases, the maximum potential amount of future payments Chiron could be required to make
under these indemnification provisions is unlimited. The estimated fair value of the indemnity obligations of these agreements is minimal. Accordingly, Chiron has no liabilities recorded for these
agreements as of June 30, 2003. Chiron has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements.

Chiron
is party to various claims, investigations and legal proceedings arising in the ordinary course of business. These claims, investigations and legal proceedings relate to
intellectual property rights, contractual rights and obligations, employment matters, claims of product liability and other issues. While there is no assurance that an adverse determination of any of
such matters could not have a material adverse impact in any future period, management does not believe, based upon information known to it, that the final resolution of any of these matters will have
a material adverse effect upon Chiron's consolidated financial position and results of operations or cash flows.

Chiron
is presently under examination in several domestic and international tax jurisdictions. While there is no assurance that Chiron will prevail in all tax examinations in the event
the taxing authorities disagree with Chiron's interpretation of the tax law, Chiron's management does not believe, based upon information known to it, that the final resolution of any of these audits
will have a material adverse effect upon Chiron's consolidated financial position and results of operations or cash flows. Adequate provisions have been made for these tax examinations.

Note 10Subsequent Events

On May 19, 2003, Chiron announced the commencement of an all cash offer to acquire all issued and to be issued share capital of PowderJect Pharmaceuticals
plc for 550 pence per ordinary share. PowderJect, which is based in Oxford, United Kingdom, develops and commercializes vaccines. PowderJect's portfolio of vaccine products includes vaccines for
influenza, yellow fever, travel diarrhea and cholera, tuberculosis, polio and tetanus. PowderJect will be part of Chiron's vaccines segment. As of June 30, 2003, Chiron had purchased
3.8 million shares of PowderJect for $33.7 million, representing approximately 4.1% of the existing issued share capital of PowderJect as of that date. These shares were included in
"Investments in equity securities and affiliated companies" as of June 30, 2003. On July 8, 2003, Chiron's cash offer became unconditional. As of July 8, 2003, Chiron had acquired
or agreed to acquire or had received valid acceptances of the offer in respect of, in aggregate, 83,069,483 PowderJect shares representing 90.07% of the existing issued share capital of PowderJect. As
part of the acquisition of PowderJect, Chiron will assume the debt of PowderJect including convertible notes with a face value of 35.0 million British Pounds ($57.0 million at
July 8, 2003). As of August 11, 2003,

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Chiron
had acquired or agreed to acquire or had received valid acceptances of the offer in respect of, in aggregate, 97,735,800 PowderJect shares, representing 99.14% of the issued share capital of
PowderJect as of that date. Chiron has implemented the statutory procedures under the laws of the United Kingdom to acquire all remaining PowderJect shares outstanding. Chiron expects to pay the
acquisition consideration from its available cash and cash equivalents and through liquidation of certain of its long-term investments in marketable debt securities.

On
July 30, 2003, Chiron raised $450.0 million through an offering of convertible debentures, referred to as the "Offering", and an additional $50.0 million from the
exercise of an option, granted to the underwriters, to purchase additional convertible debentures in connection with the Offering. The convertible debentures bear a coupon rate of 1.625% per annum and
interest is payable semiannually. The debentures are convertible into shares of Chiron common stock and the terms include an initial conversion price of approximately $68.44 per share. The debentures
may not be called for redemption by Chiron for five years. Holders of the debentures will have the option to require Chiron to purchase their debentures at par value in years five, 10, 15, 20 and 25.
Chiron may choose to pay the redemption purchase price in cash and / or shares of common stock. The debentures mature on August 1, 2033.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

This 10-Q contains forward-looking statements regarding our expectations, hopes or intentions regarding the future, including
statements relating to sales growth, product development initiatives, new product marketing, acquisitions, competition, in- and out-licensing activities and expected cost
savings that involve risks and uncertainties and are subject to change. You should read the discussion below in conjunction with Part I, Item 1.,"Financial Statements," of this 10-Q
and Part II, Items 7., 7A. and 8., "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and
"Financial Statements and Supplementary Data," respectively, of our Annual Report on Form 10-K for the year ended December 31, 2002. The forward-looking statements contained
in this 10-Q reflect our current beliefs and expectations on the date of this 10-Q. Actual results, performance or outcomes may differ from current expectations. Our actual
performance may differ from current expectations due to many factors, including the outcome of clinical trials, regulatory review and approvals, manufacturing capabilities, intellectual property
protections and defenses, stock-price and interest-rate volatility, and marketing effectiveness. In particular, there can be no assurance that we will increase sales of existing products,
successfully develop and receive approval to market new products, or achieve market acceptance for such new products. There can be no assurance that our out-licensing activity will
generate significant revenue, nor that our in-licensing activities will fully protect us from claims of infringement by third parties. In addition, we may engage in business opportunities,
the successful completion of which is subject to certain risks, including stockholder and regulatory approvals and the integration of operations. We have discussed the important factors, which we
believe could cause actual results to differ from what is expressed in the forward-looking statements, under the caption "Factors That May Affect Future Results" in this 10-Q. Consistent
with SEC Regulation FD, we do not undertake an obligation to update the forward-looking information contained in this 10-Q.

We
are a global pharmaceutical company that participates in three healthcare markets: biopharmaceuticals, vaccines and blood testing. Our revenues consist of product sales, earnings of
unconsolidated joint business, collaborative agreement revenues, royalty and license fee revenues and other revenues. The biopharmaceuticals segment consists of therapeutic products and services, with
an emphasis on the treatment of cancer and infectious disease, using the development and acquisition of technologies related to therapeutic proteins and small molecules. The biopharmaceuticals segment
also includes collaborations with Berlex Laboratories, Inc. and its parent company, Schering AG of Germany, related to Betaseron®. The vaccines segment consists of a meningococcal
vaccine, flu vaccines, travel vaccines, which include rabies and tick-borne encephalitis vaccines and pediatric vaccines. We sell these vaccines primarily in Germany, Italy, the United
Kingdom and other international markets. Our vaccines segment is also involved in the development of other novel vaccines and vaccination technology. The blood testing segment consists of an alliance
with Gen-Probe Incorporated and our one-half interest in the pretax operating earnings of our joint business contractual arrangement with Ortho-Clinical
Diagnostics, Inc., a Johnson & Johnson company. Our alliance with Gen-Probe is focused on developing and commercializing nucleic acid testing products using
Transcription-Mediated Amplification technology to screen donated blood and plasma products for viral infection. Our joint business arrangement with Ortho-Clinical Diagnostics is operated under a
contractual arrangement and is not a separate and distinct legal entity. Through our joint business contractual arrangement with Ortho-Clinical Diagnostics, we sell a line of immunodiagnostic tests to
detect hepatitis viruses and retroviruses and provide supplemental tests and microplate and chemiluminescent instrument systems to automate test performance and data collection. We view certain other
revenues and expenses as not belonging to any one segment. As a result, we have aggregated these items into an "Other" segment.

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Critical Accounting Policies and The Use of Estimates

The preparation of financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to investments; inventories;
derivatives; intangible assets; purchased in-process research and development; product discounts, rebates and returns; bad debts; collaborative, royalty and license arrangements;
restructuring; pension and other post-retirement benefits; income taxes; and litigation and other contingencies. We base our estimates on historical experience and various other
assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

Our
blood testing segment consists of our one-half interest in the pretax operating earnings of our joint business contractual arrangement with Ortho-Clinical
Diagnostics, Inc., a Johnson & Johnson company. Our joint business arrangement with Ortho-Clinical Diagnostics is operated under a contractual arrangement and is not a separate and
distinct legal entity. Through our joint business contractual arrangement with Ortho-Clinical Diagnostics, we sell a line of immunodiagnostic tests to
detect hepatitis viruses and retroviruses and provide supplemental tests and microplate and chemiluminescent instrument systems to automate test performance and data collection. Prior to the first
quarter 2003, we had accounted for revenues from non-U.S. affiliate sales on a one-quarter lag, with an adjustment of the estimate to actual in the subsequent quarter. More
current information of non-U.S. affiliate sales of our joint business contractual arrangement became available in the first quarter 2003, and as a result, we are able to recognize revenues
from non-U.S. affiliate sales on a one-month lag. The effect of this change, net of tax, was an increase to net income by $3.2 million for earnings of unconsolidated
joint business for the six months ended June 30, 2003.

We
recognize a portion of revenue for product sales of Betaseron® upon shipment to our marketing partner, and the remainder based on a contractual percentage of sales by our
marketing partner. We also earn royalties on our marketing partner's European sales of Betaferon® in those cases where we do not supply the product. Prior to the first quarter 2002, we had
accounted for revenues from non-U.S. product sales on a one-quarter lag and royalties as a percentage of forecast received from our marketing partner, with an adjustment of the
estimate to actual in the subsequent quarter. More current information of non-U.S. Betaseron® sales became available in 2002, and as a result, we were able to recognize
revenues from Betaseron® product sales and Betaferon® royalties on a current basis beginning in the first quarter 2002. The effect of this change, net of tax, was an increase
in net income for the six months ended June 30, 2002 by $3.1 million for product sales and $2.8 million for royalties.

We
believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Condensed Consolidated Financial Statements:



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The
accounting policies of our reportable segments are the same as those described in Note 1, "The Company and Summary of Significant Accounting Policies," in the Notes to
Condensed Consolidated Financial Statements above and in our Annual Report on Form 10-K for the year ended December 31, 2002.

On
July 1, 2002, we completed our acquisition of Pulmopharm GmbH, a distributor of TOBI® products in Germany and Austria by purchasing the remaining 80.1% ownership
that we did not previously own. Previously, we owned 19.9% of Pulmopharm and accounted for the investment under the equity method. We accounted for the acquisition of this business under the purchase
method of accounting and included Pulmopharm's operating results in our consolidated operating results beginning on July 1, 2002. Pulmopharm is part of our biopharmaceuticals segment.

On
February 20, 2002, we acquired Matrix Pharmaceutical, Inc., a company that was developing tezacitabine, a drug to treat cancer. We accounted for the acquisition as an
asset purchase and included Matrix Pharmaceutical's operating results, including the seven business days from February 20 to 28, 2002, in our consolidated operating results beginning on
March 1, 2002. Matrix Pharmaceutical is part of our biopharmaceuticals segment.

Certain
minor arithmetical variances between the following narrative and the Condensed Consolidated Financial Statements may arise due to rounding.

Results of Operations

Biopharmaceuticals

Product salesBiopharmaceutical product sales were $107.3 million and $104.0 million for the three months ended
June 30, 2003 and 2002, respectively, and $209.0 million and $194.5 million for the

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six
months ended June 30, 2003 and 2002, respectively. Biopharmaceutical product sales in 2003 and 2002 consisted principally of Betaseron®, TOBI® and
Proleukin®.

Betaseron®We manufacture interferon beta-1b which is marketed by Schering AG and its affiliates,
including Berlex Laboratories, Inc. (collectively "Schering"), under the trade names Betaseron® (in the U.S and other non-European markets) and Betaferon®
(in Europe). Boehringer Ingelheim also supplies Betaferon® to Schering for sale in Europe. For product manufactured by Chiron, we recognize a portion of revenue for product sales upon
shipment to Schering and the remainder based on a contractual percentage of sales by Schering, both of which we record as product sales. For product manufactured by Boehringer Ingelheim and marketed
by Schering in Europe under the trade name Betaferon®, we receive royalties calculated at the same percentage of sales less supply costs, which we record in royalty and license fee
revenues.    The amount we record as product sales, based on a percentage of sales by Schering, and Betaferon® royalties will decline by five percentage points pursuant to our
contractual agreement with Schering. As a result, we estimate that the percentage of sales on which our payments are based will decrease in the fourth quarter 2003, reducing our per unit revenue by
approximately 18% (for sales of Chiron product) and approximately 34% (for royalties from sales of Boehringer Ingelheim product). However, there are a number of mitigating considerations, including
(i) the transitional supply agreement, (ii) the volume mix of Chiron product and Boehringer Ingelheim product and (iii) the launch of product upgrades with
ease-of-use features that will somewhat offset this contractual change and impact the ultimate contribution of Betaseron® to Chiron's profit.

In
the first quarter 2003, the U.S. Food and Drug Administration approved new labeling for Betaseron®. The labeling expands the indication for Betaseron® to treat
all relapsing forms of multiple sclerosis to reduce the frequency of clinical exacerbations. Relapsing forms of multiple sclerosis include relapsing-remitting, the most common form, and secondary
progressive multiple sclerosis with relapses.

Betaseron®
product sales were $30.5 million and $34.2 million for the three months ended June 30, 2003 and 2002, respectively, and $59.8 million
and $56.0 million for the six months ended June 30, 2003 and 2002, respectively. The decrease in Betaseron® product sales in the second quarter 2003 as compared with the
second quarter 2002 primarily related to Berlex Laboratories
and Schering ordering patterns, as well as wholesaler ordering patterns in the second quarter 2002. Wholesalers built inventory in the second quarter 2002, to support the mid-2002 launch
of our new room-temperature formulation, which positively influenced sales in that quarter. This impact was partially offset by (i) increased patient demand, (ii) price
increases and (iii) the benefit of the movement in the Euro to U.S. Dollar exchange rate in the second quarter 2003 as compared with the second quarter 2002.

The
increase in Betaseron® product sales year-to-date 2003 as compared with year-to-date 2002 primarily related to
(i) increased patient demand attributed to a favorable response in the market place to the new room-temperature formulation and key marketing programs, (ii) an overall
increase in the market for interferon beta-1b products for multiple sclerosis, (iii) price increases and (iv) the benefit of the movement in the Euro to U.S. Dollar exchange
rate. These increases were partially offset by (i) incremental revenues recognized in the first quarter 2002 related to the effect of recording revenue based on more current information
available from Schering and (ii) Berlex Laboratories and Schering ordering patterns as wholesalers built inventory to support the mid-2002 launch of our new
room-temperature formulation. Prior to the first quarter 2002, we accounted for revenues from non-U.S. product sales based on information provided by Schering on a
one-quarter lag. More current information of non-U.S. Betaseron® sales became available in 2002, and as a result, we were able to begin recognizing revenues from
Betaseron® product sales on a current basis. This change resulted in incremental revenues recognized during the first quarter 2002 of $4.3 million. Inventory ordering patterns as
well as foreign currency exchange rates may influence future Betaseron® sales.

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TOBI®We sell TOBI® directly in the U.S. and certain international markets. We recognized
TOBI® sales of $39.0 million and $33.6 million for the three months ended June 30, 2003 and 2002, respectively, and $79.7 million and $69.4 million for
the six months ended June 30, 2003 and 2002, respectively. Increased TOBI® sales in the second quarter 2003 as compared with the second quarter 2002, as well as
year-to-date 2003 compared with year-to-date 2002, primarily related to (i) greater product penetration in various European countries,
(ii) increased use and improved compliance in the U.S. by patients with cystic fibrosis, (iii) price increases and (iv) the benefit of the movement in the Euro to U.S. Dollar
exchange rate. These increases were partially offset by wholesale ordering patterns. In addition, the first quarter 2003 was negatively impacted by a change in sales adjustments. We continue to pursue
the use of TOBI® to treat other serious lung infections and to seek approval in other countries. Wholesale ordering patterns as well as reimbursement and government pressures, competition,
foreign currency exchange rates and the level of rebates may influence future TOBI® sales. In December 2002, the U.S. Food and Drug Administration tentatively approved an
abbreviated new drug application for an inhaled tobramycin for sale in the U.S. following expiration of the orphan drug status of TOBI® in December 2004. We have a patent in the
U.S. covering the formulation of TOBI® that extends until 2014.

Proleukin®Sales of Proleukin® were $29.4 million and $27.6 million for the three
months ended June 30, 2003 and 2002, respectively, and $55.4 million and $51.6 million for the six months ended June 30, 2003 and 2002, respectively. Proleukin®
product sales in the second quarter 2003 as compared with the second quarter 2002, as well as year-to-date 2003 compared with year-to-date 2002,
increased primarily as a result of (i) price increases, (ii) wholesaler ordering patterns and (iii) the benefit of the movement in the Euro to U.S. Dollar exchange rate. Wholesale
ordering patterns, reimbursement pressures, government legislation and foreign currency exchange rates may influence future Proleukin® sales.

The
balance of product sales recognized in our biopharmaceuticals segment consisted of various other products, which individually were not material.

We
expect competitive pressures related to many of our biopharmaceutical products to continue into the future, primarily as a result of the introduction of competing products into the
market, as listed in Part I, Item 1., "BusinessCompetition" of our Annual Report on Form 10-K for the year ended December 31, 2002.

Collaborative agreement revenuesWe recognize collaborative agreement revenues for fees received as we perform research
services and achieve specified milestones. Our biopharmaceuticals segment recognized collaborative agreement revenues of $1.1 million and $3.5 million for the three months ended
June 30, 2003 and 2002, respectively, and $3.3 million and $7.1 million for the six months ended June 30, 2003 and 2002, respectively.

Collaborative
agreement revenues for the three months ended June 30, 2003, primarily consisted of our fourth quarter 2002 collaboration agreement and license agreement with
GlaxoSmithKline plc related to certain of our MC-4R compound patents. Collaborative agreement revenues for the six months ended June 30, 2003, consisted of our fourth quarter 2002
collaboration agreement and license agreement with GlaxoSmithKline plc and our first quarter 2001 collaboration agreement with Taisho Pharmaceutical Co., Ltd. to target macrolide mediated gene
discovery. Collaborative agreement revenues for the three and six months ended June 30, 2002, primarily consisted of our second quarter 2000 agreement with S*BIO (discussed below) and our first
quarter 2001 collaboration agreement with Taisho Pharmaceutical Co., Ltd.

S*BIOIn the second quarter 2000, we invested in a Singapore-based venture, S*BIO Pte Ltd, to research and develop
therapeutic, diagnostic, vaccine and antibody products. We also granted S*BIO certain rights to our gene expression and combinatorial chemistry technology. Under this arrangement,

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we
received approximately $23.7 million for technology transfer and research services. We recognized collaborative agreement revenues of $3.0 million and $6.1 million for the
three and six months ended June 30, 2002, respectively, under this arrangement. The technology transfer period and related revenue recognition period ended in the third quarter 2002.

The
balance of collaborative agreement revenues recognized in our biopharmaceuticals segment consisted of various other agreements, which individually were not material.

Collaborative
agreement revenues tend to fluctuate based on the amount and timing of research services performed, the status of projects under collaboration and the achievement of
milestones. Due to the nature of our collaborative agreement revenues, results in any one period are not necessarily indicative of results to be achieved in the future. In addition, the collaboration
agreements typically provide for certain milestone payments and various royalties on future product sales if the collaborative partners commercialize a product using our technology. However, we have
no assurance that the collaborative partners will meet their development objectives or commercialize a product using our technology. Also, our ability to generate additional collaborative agreement
revenues may depend, in part, on our ability to initiate and maintain relationships with potential and current collaborative partners. We have no assurance that new relationships will be established
or that current collaborative agreement revenues will not decline.

Royalty and license fee revenuesOur biopharmaceuticals segment earns royalties on third party sales of several products,
including Betaferon® and recombinant insulin and glucagon products. Our biopharmaceuticals segment also earns license fees for technologies, such as hepatitis C virus-related patents, used
by third parties to develop therapeutic products. The biopharmaceuticals segment recognized royalty and license fee revenues of $20.8 million and $16.4 million for the three months ended
June 30, 2003 and 2002, respectively, and $38.6 million and $33.7 million for the six months ended June 30, 2003 and 2002, respectively.

Betaferon®We manufacture interferon beta-1b which is marketed by Schering AG and its affiliates,
including Berlex Laboratories, Inc. (collectively "Schering"), under the trade names Betaseron® (in the U.S and other non-European markets) and Betaferon®
(in Europe). Boehringer Ingelheim also supplies Betaferon® to Schering for sale in Europe. For product manufactured by Boehringer Ingelheim, we receive royalties calculated as a percentage
of sales less the amount paid or incurred by Schering for supply costs. As discussed in "Product salesBetaseron®" above, under our contractual agreement with Schering, our
royalty will decline by five percentage points. For the three months ended June 30, 2003 and 2002, we recognized $17.2 million and $10.6 million, respectively, and for the six
months ended June 30, 2003 and 2002, we recognized
$31.2 million and $24.2 million, respectively, under this arrangement. Betaferon® royalties increased in the second quarter 2003 as compared with the second quarter 2002
primarily as the result of (i) a positive true-up of estimate to actual in the subsequent quarter, (ii) an increase in Chiron's effective royalty rate under an agreement with
Schering and (iii) the benefit of the movement in the Euro to U.S. Dollar exchange rate. The increase in Chiron's effective royalty rate is due to a reduction of the allocated cost under a
three-year limited cost sharing arrangement with Schering.

Betaferon®
royalties increased year-to-date 2003 as compared with year-to-date 2002 primarily as the result of
(i) positive true-ups in the first and second quarters of 2003 of estimate to actual in the subsequent quarter, (ii) an increase in Chiron's effective royalty rate under an
agreement with Schering, as discussed above, and (iii) the benefit of the movement in the Euro to U.S. Dollar exchange rate. These increases were offset by incremental revenues recognized
during the first quarter 2002 of $3.9 million related to a change in our methodology of recognizing these royalties. Prior to 2002, we accounted for Betaferon® royalties as a
percentage of forecast received from Schering, with an adjustment of the estimate to actual in the subsequent quarter. More current information of European Betaseron® sales was available
in 2002, and as a result, we were able to recognize Betaferon® royalties

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on
a current basis beginning in the first quarter 2002. Foreign currency exchange rates may influence future Betaferon® royalties.

Novo NordiskWe earn royalty revenues on insulin and glucagon product sales by Novo Nordisk AS. We recognized
$1.9 million and $1.3 million for the three months ended June 30, 2003 and 2002, respectively, and $3.9 million and $3.3 million for the six months ended
June 30, 2003 and 2002, respectively, under this arrangement. Patents related to the production of insulin and glucagon expire beginning late 2003 and as a result, significant reductions in
royalty revenue recognized under this arrangement are expected.

The
balance of royalty and license fee revenues recognized in our biopharmaceuticals segment consisted of various other agreements, which individually were not material. The balance of
royalty and license fee revenues for the three and six months ended June 30, 2003, primarily consisted of our fourth quarter 2002 agreement with GlaxoSmithKline plc where we granted rights
under certain of our MC-4R compound patents for which we recognized a portion of the license fee in the second quarter 2003. The balance of royalty and license fee revenues for the three
months ended June 30, 2002, primarily consisted of our second quarter 2002 agreement with Merck & Co., Inc. where we granted rights under certain of our hepatitis C virus-related
patents for which we recognized a license fee in the second quarter 2002. The balance of royalty and license fee revenues for the six months ended June 30, 2002, consisted of our second quarter
2002 agreement with Merck & Co., Inc. and our first quarter 2002 agreement with Abbott Laboratories where we granted rights under certain of our hepatitis C virus-related patents for
which we recognized a license fee in the first quarter 2002.

Royalty
and license fee revenues may fluctuate based on the nature of the related agreements, the timing of receipt of license fees and the expiration of patents. Results in any one
period are not necessarily indicative of results to be achieved in the future. Also, the license agreements typically provide for certain milestone payments and various royalties on future product
sales if the licensees commercialize a product using our technology. However, we have no assurance that the licensees will meet their development objectives or commercialize a product using our
technology. In addition, our ability to generate additional royalty and license fee revenues may depend, in part, on our ability to market and capitalize on our technologies. We have no assurance that
we will be able to do so or that future royalty and license fee revenues will not decline.

Other revenuesOur biopharmaceuticals segment recognized other revenues of $3.2 million and $2.0 million for
the three months ended June 30, 2003 and 2002, respectively, and $18.8 million and $6.7 million for the six months ended June 30, 2003 and 2002, respectively.

Contract manufacturing revenuesOur biopharmaceuticals segment recognized contract manufacturing revenues of
$3.0 million and $1.9 million for the three months ended June 30, 2003 and 2002, respectively, and $3.1 million and $6.3 million for the six months ended
June 30, 2003 and 2002, respectively. The fluctuation resulted from the level of activity and the timing of contract manufacturing activities.

Biogen and Serono settlementsA U.S. Court of Appeals partially reversed a District Court ruling in connection with certain
patents owned by Chiron and licensed exclusively to Schering AG's U.S. subsidiary, Berlex Laboratories. As a result of the ruling and prior agreements between Biogen and Berlex, Biogen was required to
make a settlement payment to Schering. In accordance with an earlier contract between Chiron and Berlex, we recognized approximately $13.0 million during the six months ended June 30,
2003, which represented our share of this settlement payment. In addition, there was a similar settlement between Berlex and Serono of which we recognized approximately $1.4 million during the
six months ended June 30, 2003.

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Depocyt®In the fourth quarter 2002, we sold U.S. sales and marketing rights for Depocyt® to
SkyePharma plc. For the six months ended June 30, 2003, we recognized $1.0 million related to transition services provided to SkyePharma under the acquisition agreement.

The
balance of other revenues recognized in our biopharmaceuticals segment consisted of various other arrangements, which individually were not material.

Other
revenues recognized in our biopharmaceuticals segment may fluctuate due to the nature of the revenues recognized and the timing of events giving rise to these revenues. We cannot
guarantee that we will be successful in obtaining additional revenues or that these revenues will not decline.

Gross profitBiopharmaceutical gross profit as a percentage of net product sales was 71% and 72% for the three months ended
June 30, 2003 and 2002, respectively, and 75% and 74% for the six months ended June 30, 2003 and 2002, respectively. The decrease in biopharmaceutical gross profit margins for the second
quarter 2003 as compared with the second quarter 2002 primarily resulted from costs due to a reserve taken against certain manufactured components held in inventory. The increase in the
biopharmaceutical gross profit margins year-to-date 2003 as compared with year-to-date 2002 primarily resulted from price increases and the benefit of
the movement in the Euro to U.S. Dollar exchange rate, partially offset by costs due to a reserve taken against certain manufactured components held in inventory.

Biopharmaceutical
gross profit percentages may fluctuate significantly in future periods due to production yields and as the biopharmaceutical product and customer mix changes.

Research and developmentOur biopharmaceuticals segment recognized research and development expenses of $57.4 million
and $61.1 million for the three months ended June 30, 2003 and 2002, respectively, and $113.7 million and $118.6 million for the six months ended June 30, 2003 and
2002, respectively.

In
the fourth quarter 2002, we reached an agreement in principle to transfer responsibility for the SILCAAT (referred to also as Proleukin® for HIV) trial, a Phase III study
for recombinant human interleukin-2 (IL-2, aldeseleukin), to the investigators, as managed by a Scientific Committee comprised of researchers affiliated with the Hospital Henri
Mondor in Paris, the National Institutes Allergy and Infectious Disease (NIAID), the University of Minnesota, and other research institutions. Responsibility for the SILCAAT study was transferred to
NIAID and University of Minnesota effective February 14, 2003. Our research and development expenses related to the SILCAAT trial are expected to decrease in 2003 as a result of transferring
responsibility for the trial. However, under the agreement, we are obligated to fund a maximum of $18.0 million over the lifetime of the trial and to supply clinical materials and certain other
support services of which $3.0 million has been paid through June 30, 2003.

In
April 2003, we acquired exclusive worldwide development and commercial rights from Novartis for aerosolized cyclosporine (ACsA), a therapy under evaluation for treatment of
acute rejections in lung transplant recipients.

The
decrease in research and development spending year-to-date 2003 as compared with year-to-date 2002 primarily related to the timing of
various clinical trials, including (i) transfer of the responsibility of the SILCAAT trial, to the investigators in the fourth quarter 2002 (discussed above) and (ii) termination of our
trials for fibroblast growth factor (FGF), a compound for treatment of patients with peripheral arterial disease, HBV-MF59, an immunotherapy for patients with chronic hepatitis B
infection, and PA-1806, a compound for gram negative infections in cystic fibrosis patients. These decreases were partially offset by the investment in other development projects,
including those activities related to the development of (i) tezacitabine, obtained as a part of the acquisition of Matrix Pharmaceutical in the first quarter 2002,
(ii) interleukin-2 in combination with various monoclonal antibodies and (iii) a dry powder formulation of our inhaled TOBI® product for the treatment of pseudomonas aeruginosain cystic
fibrosis patients. In addition, we are required to make capital

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improvements
to our existing manufacturing facilities to support the supply of Betaferon® to Schering. In connection with this project, we are continuing to incur expenses relating to the
development of new processes and the performance of test runs related to the installed equipment.

Research
and development expenses may fluctuate from period to period depending upon the stage of certain projects and the level of pre-clinical and clinical trial-related
activities.

Selling, general, and administrativeOur biopharmaceuticals segment recognized selling, general and administrative expenses
of $28.2 million and $23.9 million for the three months ended June 30, 2003 and 2002, respectively, and $54.4 million and $43.9 million for the six months ended
June 30, 2003 and 2002, respectively. The increase in selling, general and administrative expenses for the second quarter 2003 as compared with the second quarter 2002, as well as
year-to-date 2003 compared with year-to-date 2002, related to (i) sales and marketing costs for various biopharmaceutical post-market
approval commitments, (ii) support for continued market penetration of TOBI® in Europe, (iii) costs following the acquisition of Pulmopharm in the third quarter 2002,
(iv) additional costs associated with the enhancement of current business processes and (v) the Euro to U.S. Dollar exchange rate fluctuation.

Amortization expenseOur biopharmaceuticals segment recognized amortization expense of $6.2 million and
$5.9 million for the three months ended June 30, 2003 and 2002, respectively, and $12.4 million and $11.8 million for the six months ended June 30, 2003 and 2002,
respectively. The increase in amortization expense in the three and six months ended June 30, 2003 as compared with the three and six months ended June 30, 2002 related to the
distribution rights acquired in the acquisition of Pulmopharm in the third quarter 2002.

Vaccines

Product salesWe sell meningococcal, flu, travel and pediatric vaccines in Germany, Italy, the United Kingdom and other
international markets. Vaccine product sales were $85.6 million and $72.7 million for the three months ended June 30, 2003 and 2002, respectively, and $154.0 million and
$130.6 million for the six months ended June 30, 2003 and 2002, respectively.

Menjugate,
our conjugate vaccine against meningococcal infection caused by the bacterium N. meningitidis serogroup C, sales were $13.7 million and
$9.9 million for the three months ended June 30, 2003 and 2002, respectively, and $21.2 million and $15.7 million for the six months ended June 30, 2003 and 2002,
respectively. The increase in Menjugate sales in the second quarter 2003 as compared with the second quarter 2002 primarily related to an Australian tender in the state of New South Wales
and the benefit of the movement in the Euro to U.S. Dollar exchange rate. The increase in Menjugate sales year-to-date 2003 as compared with
year-to-date 2002 primarily related to the Australian tender, as discussed above, increased sales to the Italian market and the benefit of the movement in the Euro to U.S.
Dollar exchange rate.

Sales
of our flu vaccines were $3.8 million and $1.8 million for the three months ended June 30, 2003 and 2002, respectively, and $8.1 million and
$4.1 million for the six months ended June 30, 2003 and 2002, respectively. The increase in flu vaccine sales in the second quarter 2003 as compared with the second quarter 2002, as well
as year-to-date 2003 compared with year-to-date 2002, primarily resulted from increased sales to The Netherlands and the benefit of the movement in the
Euro to U.S. Dollar exchange rate.

Sales
of our travel vaccines, comprised of tick-borne encephalitis and rabies vaccines, were $23.1 million and $23.4 million for the three months ended
June 30, 2003 and 2002, respectively, and $48.8 million and $41.8 million for the six months ended June 30, 2003 and 2002, respectively. The increase in travel vaccine
sales year-to-date 2003 compared with year-to-date 2002, primarily related to increased tick-borne encephalitis vaccine sales in the German
market, driven by the new adult and

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pediatric
formulations launched in the first quarter 2002, and the benefit of the movement in the Euro to U.S. Dollar exchange rate.

Sales
of our pediatric vaccines were $45.0 million and $37.6 million for the three months ended June 30, 2003 and 2002, respectively, and $75.9 million and
$69.0 million for the six months ended June 30, 2003
and 2002, respectively. The increase in pediatric vaccine sales for the second quarter 2003 as compared with the second quarter 2002, as well as year-to-date 2003 compared with
year-to-date 2002, primarily was due to tender sales and the benefit of the movement in the Euro to U.S. Dollar exchange rate. These increases were partially offset by
decreased sales of our polio vaccines.

Certain
of our vaccine products, particularly our flu vaccines, are seasonal and typically have higher sales in the third and fourth quarters of the year. In addition, we expect
Menjugate sales to continue to fluctuate as public health authorities consider adoption of broad vaccination programs. We have initiated a Phase III trial in the U.S. for
Menjugate. The study, which is being conducted in conjunction with the Northern California Kaiser Permanente Vaccines Research Center, will expand the vaccine's safety database for a U.S.
population relative to the safety profile of the current U.S.-licensed meningococcal polysaccharide vaccine Menomune® (A, C, Y, W-135). We are exploring opportunities for
additional Menjugate sales in other countries.

We
expect competitive pressures related to many of our vaccine products to continue into the future, primarily as a result of the introduction of competing products into the market,
including, but not limited to, new combination vaccines, as listed in Part I, Item 1., "BusinessCompetition" of our Annual Report on Form 10-K for the year ended
December 31, 2002.

Royalty and license fee revenuesOur vaccines segment earns royalties on third party sales of, and license fees on, several
products. The vaccines segment recognized royalty and license fee revenues of $3.3 million and $2.8 million for the three months ended June 30, 2003 and 2002, respectively, and
$6.5 million and $5.4 million for the six months ended June 30, 2003 and 2002, respectively.

GlaxoSmithKlineAn agreement with GlaxoSmithKline plc provides for royalties on sales of certain vaccine products. Under this
agreement, we recognized $1.6 million and $1.7 million of such royalties for the three months ended June 30, 2003 and 2002, respectively, and $3.4 million and
$3.6 million of such royalties for the six months ended June 30, 2003 and 2002, respectively.

OtherWe recognized $1.7 million and $1.1 million for the three months ended June 30, 2003 and 2002,
respectively, and $3.1 million and $1.8 million for the six months ended June 30, 2003 and 2002, respectively, of royalty revenues primarily on third party sales of hepatitis B
virus vaccine products. The increase in 2003 as compared with 2002 primarily resulted from increased availability of the pediatric formulation in Germany, partially offset by increased competition
from multivalent hepatitis B virus vaccine products. Certain patents related to the production of hepatitis B vaccine products expire beginning in 2004, which will result in reductions in royalty
revenues recognized under one arrangement.

Royalty
and license fee revenues may fluctuate based on the nature of the related agreements, the timing of receipt of license fees and the expiration of patents. Results in any one
period are not
necessarily indicative of results to be achieved in the future. In addition, our ability to generate additional royalty and license fee revenues may depend, in part, on our ability to market and
capitalize on our technologies. We have no assurance that we will be able to do so or that future royalty and license fee revenues will not decline.

Other revenuesOur vaccines segment recognized other revenues of $3.2 million and $5.1 million for the three
months ended June 30, 2003 and 2002, respectively, and $6.0 million and $9.1 million for the six months ended June 30, 2003 and 2002, respectively.

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Grant and contract revenuesOur vaccines segment other revenues included grant and contract revenues of $2.5 million
and $4.0 million for the three months ended June 30, 2003 and 2002, respectively, and $4.7 million and $7.1 million for the six months ended June 30, 2003 and 2002,
respectively. In the second quarter 2000, we entered into an agreement with the U.S. National Institutes of Health to advance our HIV vaccine program into human clinical trials. Under this
arrangement, we could receive $23.2 million over five years. Under supplemental arrangements, we may perform other work related to the National Institutes of Health's HIV vaccine program on a
grant or contract-by-contract basis. A majority of the grant and contract revenues, $2.3 million and $2.6 million for the three months ended June 30, 2003
and 2002, respectively, and $4.1 million and $4.7 million for the six months ended June 30, 2003 and 2002, respectively, were recognized under these arrangements.

The
balance of other revenues recognized in our vaccines segment consisted of various other arrangements, which individually were not material.

Other
revenues recognized in our vaccines segment may fluctuate due to the nature of the revenues recognized and the timing of events giving rise to these revenues. We have no assurance
that we will be successful in obtaining additional revenues or that these revenues will not decline.

Gross profitVaccines gross profit as a percentage of net product sales was 56% and 61% for the three months ended
June 30, 2003 and 2002, respectively, and 52% and 55% for the six months ended June 30, 2003 and 2002, respectively. The vaccine gross profit margin in the second quarter 2003 was
negatively impacted by foreign exchange rates. In addition, vaccine gross profit margin year-to-date 2003 as compared with year-to-date 2002 was
negatively impacted by an expected temporary shutdown of certain facilities, in the first quarter 2003, to ensure compliance with regulatory requirements.

Vaccines
gross profit percentages may fluctuate significantly in future periods due to product and customer mix, seasonality and ordering patterns and production yields.

Research and developmentOur vaccines segment recognized research and development expenses of $26.8 million and
$17.5 million for the three months ended June 30, 2003 and 2002, respectively, and $47.4 million and $34.6 million for the six months ended June 30, 2003 and 2002,
respectively. The increase in research and development spending for the three months ended June 30, 2003 as compared with the three months ended June 20, 2002, as well as
year-to-date 2003 compared with year-to-date 2002, primarily related to the advancement of several programs in our meningococcal franchise.

Research
and development expenses may fluctuate from period to period depending upon the stage of certain projects and the level of pre-clinical and clinical trial-related
activities.

Selling, general, and administrativeOur vaccines segment recognized selling, general and administrative expenses of
$24.7 million and $19.8 million for the three months ended June 30, 2003 and 2002, respectively, and $46.9 million and $39.8 million for the six months ended
June 30, 2003 and 2002, respectively. The increase in selling, general and administrative expenses in the second quarter 2003 as compared with the second quarter 2002, as well as
year-to-date 2003 compared with year-to-date 2002, primarily resulted from additional costs associated with the enhancement of current business
processes and headcount and the impact of the movement in the Euro to U.S. Dollar exchange rate. For the year-to-date comparison, these increases were partially offset by
(i) a payment made in the first quarter 2002 to the German government in lieu of statutory price reductions on prescription drugs that are reimbursed under the German government's healthcare
program that was expensed in the first quarter 2002 and (ii) increased sales and marketing costs associated with the 2002 launch of our newly formulated tick-borne encephalitis
vaccine.

Amortization expenseOur vaccines segment recognized amortization expense of $1.5 million for each of the three months
ended June 30, 2003 and 2002, and $2.9 million for each of the six months ended June 30, 2003 and 2002.

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Blood testing

Product salesOur blood testing segment recognized product sales of $53.1 million and $34.6 million for the
three months ended June 30, 2003 and 2002, respectively, and $101.6 million and $59.8 million for the six months ended June 30, 2003 and 2002, respectively.

Procleix®On February 27, 2002, the U.S. Food and Drug Administration approved the
Procleix®HIV-1/ HCV Assay. Under a collaboration agreement with Gen-Probe Incorporated, we market and sell the
Procleix®HIV-1/ HCV Assay and the related instrument system. In addition to selling directly in the U.S., we also sell in
various European and Asia / Pacific markets, directly and through distributors. We recognize product revenues based on the details of each contract.

Worldwide
product sales related to tests, instruments and the provision of services were $46.0 million and $29.5 million for the three months ended June 30, 2003 and
2002, respectively, and $88.1 million and $47.5 million for the six months ended June 30, 2003 and 2002, respectively. The three months ended June 30, 2003 include a full
quarter of commercial pricing for the Procleix®HIV-1/ HCV Assay in the U.S. following the U.S. Food and Drug Administration
approval in February 2002, and the subsequent commercial pricing commencing May 1, 2002. Also contributing to the increase in product sales in the second quarter 2003 as compared with
the second quarter 2002 were market share gains in the U.S. and continued penetration into several markets abroad.

Subsequent
to the first quarter 2002, we signed new commercial contracts including those with existing America's Blood Centers customers, the American Red Cross, the U.S. military and
the Association of Independent Blood Centers to provide the Procleix®HIV-1/ HCV Assay. In addition, we experienced market share
gains in the U.S. and increased sales to several markets abroad in 2003 as compared with 2002. Slightly offsetting the increase in product sales related to tests, instruments and the provision of
services in 2003 as compared with 2002, was a one-time positive adjustment recognized in the first quarter 2002 under contracts with all our U.S. customers for increased donations
exceeding contractual minimums.

In
March 2003, the U.S. Food and Drug Administration accepted an investigational new drug (IND) for the West Nile virus assay. The new assay will run on the same instrumentation
platform as the currently approved Procleix®HIV-1/HCV assay.

Ortho-Clinical DiagnosticsUnder the Ortho-Clinical Diagnostics, Inc. contract, we manufacture bulk reagents and
antigens and confirmatory test kits for immunodiagnostic products. We recognized product sales under this contract of $7.1 million and $5.1 million for the three months ended
June 30, 2003 and 2002, respectively, and $13.5 million and $12.3 million for the six months ended June 30, 2003 and 2002, respectively. The increase in the second quarter
2003 as compared with the second quarter 2002, primarily related to an increase in products manufactured for Ortho-Clinical Diagnostics. In addition, the timing of manufacturing services under the
arrangement contributed to the increase in year-to-date 2003 sales as compared with year-to-date 2002 sales. Chiron also supplies bulk antigens for
Ortho-Clinical Diagnostics to be included in products to be sold by Bayer under a June 2001 agreement among Chiron, Ortho-Clinical Diagnostics and Bayer Corporation (see also "Royalty and
license fee revenuesBayer" below).

We
expect competitive pressures related to our blood testing products to continue into the future, primarily as a result of the introduction of competing products into the market, as
listed in Part I, Item 1. "Business-Competition" of our Annual Report on Form 10-K for the year ended December 31, 2002.

Earnings of unconsolidated joint businessOur share of earnings from our joint business contractual arrangement with
Ortho-Clinical Diagnostics, Inc. was $27.5 million and $27.4 million for the three months ended June 30, 2003 and 2002, respectively, and $54.0 million and
$46.2 million for

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the
six months ended June 30, 2003 and 2002, respectively. The increase in year-to-date 2003 as compared with year-to-date 2002 primarily
resulted from (i) a one-time benefit in the first quarter 2003 due to a change in estimate relating to revenues from Ortho-Clinical Diagnostics' non-U.S. affiliate
sales, (ii) the timing of Ortho-Clinical Diagnostics' shipments to third parties and (iii) increased profitability of Ortho-Clinical Diagnostics' foreign affiliates. Prior to the first
quarter 2003, we had accounted for revenues from non-U.S. affiliate sales on a one-quarter lag. More current information is now available to us and as such, we now recognize
revenues from non-U.S. affiliate sales on a one-month lag, consistent with the method of how we recognize revenues from Ortho-Clinical Diagnostics' sales for the U.S. portion
of Ortho-Clinical Diagnostics' business.

Collaborative agreement revenuesWe recognize collaborative agreement revenues for fees received as we perform research
services and achieve specified milestones. Under the Ortho-Clinical Diagnostics, Inc. contract, we conduct research and development services related to immunodiagnostic products. Our blood
testing segment recognized total collaborative agreement revenues of $2.3 million
and $2.8 million for the three months ended June 30, 2003 and 2002, respectively, and $4.2 million and $5.4 million for the six months ended June 30, 2003 and 2002,
respectively. The majority of collaborative agreement revenues recognized by our blood testing segment related to immunodiagnostic products. The fluctuations between 2003 and 2002 primarily related to
the timing of research services.

Collaborative
agreement revenues tend to fluctuate based on the amount and timing of research services performed, the status of projects under collaboration and the achievement of
milestones. Due to the nature of our collaborative agreement revenues, results in any one period are not necessarily indicative of results to be achieved in the future. Our ability to generate
additional collaborative agreement revenues may depend, in part, on our ability to initiate and maintain relationships with potential and current collaborative partners. We have no assurance that new
relationships will be established or that current collaborative agreement revenues will not decline.

Royalty and license fee revenuesOur blood testing segment earns royalties from third parties based on their sales of
immunodiagnostic and nucleic acid testing probe diagnostic products utilizing our hepatitis C virus and HIV-related patents, for use in the blood screening and plasma fractionation
markets. Our blood testing segment also earns license fees related to our hepatitis C virus and HIV-related patents for technologies used by third parties to develop products for use in
the blood screening and plasma fractionation markets. The blood testing segment recognized royalty and license fee revenues of $23.2 million and $12.6 million for the three months ended
June 30, 2003 and 2002, respectively, and $38.8 million and $22.8 million for the six months ended June 30, 2003 and 2002, respectively.

Baxter A.G.In June 2003, we entered into two license agreements with Baxter A.G. related to our hepatitis C virus and
HIV technology for use in the plasma fractionation market for which we recognized a license fee in the second quarter 2003. In addition, in the second quarter 2003, we recognized royalty revenues
under one of these arrangements.

F. Hoffmann-La Roche settlementIn October 2000, we entered into three license agreements with F.
Hoffmann-La Roche Limited and several of its affiliated companies related to the settlement of certain litigation in the U.S. and certain other countries for the use of our hepatitis C
virus and HIV intellectual property. Two agreements relate toin vitrodiagnostic products. See "OtherRoyalty and license fee revenues"
below. The third agreement for blood screening was superseded in May 2001 by two new agreements, one for each of hepatitis C virus and HIV. Revenues under these agreements were
$14.2 million and $11.3 million for the three months ended June 30, 2003 and 2002, respectively, and $28.6 million and $20.2 million for the six months ended
June 30, 2003 and 2002, respectively. The increase in 2003 as compared with 2002 related to a contractual increase in the royalty rates and increased donations. Royalties will continue under
these new agreements through the lives of the hepatitis C virus and HIV-related patents covering F. Hoffmann-La Roche's nucleic acid testing

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products.
Currently, the applicable issued hepatitis C virus-related patents begin to expire in 2015 for the U.S. and in 2008 for Europe. Currently, the applicable issued HIV-related
patent in Europe expires in 2005. An HIV-related patent was issued in the U.S. on March 13, 2003. This patent will expire seventeen years from the date of issuance. As permitted
under the terms of its licensing agreement, F. Hoffmann-La Roche has decided to institute arbitration proceedings in regard to the application of the U.S. patent. During any pending
arbitration proceedings, F. Hoffmann-La Roche remains obligated to make all quarterly royalty payments, subject to a right to be reimbursed by Chiron if it is determined in the arbitration
that such royalty payments were not due.

BayerIn June 2001, Chiron and Ortho-Clinical Diagnostics, Inc. entered into an agreement with Bayer
Corporation for the clinical diagnostic market. Under this agreement, Bayer manufactures and sells certain of Ortho-Clinical Diagnostics' hepatitis C virus and HIV immunodiagnostic products for use on
Bayer's instrument platforms. Bayer paid us a license fee of $45.3 million, which we deferred (due to our continuing manufacturing obligations) and began recognizing as revenue in the third
quarter 2001. We will recognize the remaining amount ratably through 2010.

Royalty
and license fee revenues may fluctuate based on the nature of the related agreements and the timing of receipt of license fees. Results in any one period are not necessarily
indicative of results to be achieved in the future. In addition, our ability to generate additional royalty and license fee revenues may depend, in part, on our ability to market and capitalize on our
technologies. We have no assurance that we will be able to do so or that future royalty and license fee revenues will not decline.

Gross profitBlood testing gross profit as a percentage of net product sales was 46% and 41% for the three months ended
June 30, 2003 and 2002, respectively, and 44% and 39% for the six months ended June 30, 2003 and 2002, respectively. The increase in blood testing gross profit margins in the second
quarter 2003 as compared with the second quarter 2002, primarily related to an adjustment to cost of goods sold pursuant to our collaboration agreement with Gen-Probe Incorporated. In
addition, the increase in blood testing gross profit margin year-to-date 2003 as compared with year-to-date 2002 related to (i) the increase in
Procleix®HIV-1/ HCV product sales as a percentage of total blood
testing product sales and (ii) the timing of manufacturing services under the Ortho-Clinical Diagnostics contract.

Blood
testing gross profit percentages may fluctuate in future periods as the blood testing product and customer mix changes.

Research and developmentOur blood testing segment recognized research and development expenses of $5.6 million and
$5.2 million for the three months ended June 30, 2003 and 2002, respectively, and $10.8 million and $9.4 million for the six months ended June 30, 2003 and 2002,
respectively. The increase in research and development spending in 2003 as compared with 2002 primarily related to the continued development of nucleic acid testing products.

Research
and development expenses may fluctuate from period to period depending upon the stage of certain projects and the level of pre-clinical and clinical trial-related
activities.

Selling, general, and administrativeOur blood testing segment recognized selling, general and administrative expenses of
$9.6 million and $8.0 million for the three months ended June 30, 2003 and 2002, respectively, and $17.4 million and $15.2 million for the six months ended
June 30, 2003 and 2002, respectively. The increased selling, general and administrative expenses in the second quarter 2003 as compared with the second quarter 2002, as well as
year-to-date 2003 compared with year-to-date 2002, related to the expansion of our customer base for the
Procleix®HIV-1/HCV Assay in the U.S., Europe and other international markets and to the preparation and roll-out of
the West Nile virus assay under IND testing. We expect continued growth in selling, general and administrative expenses related to nucleic acid testing technology and products as we expand our sales
opportunities in new markets through anticipated additional nucleic acid testing adoption.

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Other

Royalty and license fee revenuesOur other segment earns royalties on third party sales of, and license fees on, several
products. Our other segment recognized royalty and license fee revenues of $19.6 million and $13.7 million for the three months ended June 30, 2003 and 2002, respectively, and
$36.4 million and $28.5 million for the six months ended June 30, 2003 and 2002, respectively. The
majority of royalty and license fee revenues related to the use of our hepatitis C virus and HIV-related patents by various third parties.

F. Hoffmann-La Roche settlementIn October 2000, we entered into three license agreements with F.
Hoffmann-La Roche Limited related to the settlement of litigation in the U.S. and certain other countries for use of our hepatitis C virus and HIV nucleic acid testing intellectual
property for use in clinical diagnostics.

Under
the hepatitis C virus agreement, we received $85.0 million, of which we recognized $40.0 million in the fourth quarter 2000. We deferred the remaining
$45.0 million, which becomes nonrefundable ratably through 2005. In the first quarter 2001, we began recognizing portions of the $45.0 million based upon the greater of (i) the
scheduled quarterly minimum non-refundable amount or (ii) the actual earned credits as royalties on future sales related to F. Hoffmann-La Roche's use of our hepatitis C
virus-related patent in itsin vitrodiagnostic products. The agreement also provides for royalties on future sales related to F.
Hoffmann-La Roche's use of our hepatitis C virus-related patent in itsin vitrodiagnostic products, which commenced in the first quarter
2001. Royalty revenues increased year-to-date 2003 as compared with year-to-date 2002, primarily as a result of increased sales recognized by F.
Hoffmann-La Roche.

The
HIV agreement provides for royalties on future sales related to F. Hoffmann-La Roche's use of our HIV-related patent in itsin
vitrodiagnostic products, which commenced in the first quarter 2001 when the European Patent Office Board of Technical Appeals upheld our HIV-related patent.
Royalty revenues recognized under this agreement year-to-date 2003 were consistent with year-to-date 2002.

Such
royalties will continue through the lives of the hepatitis C virus and HIV-related patents covering F. Hoffmann-La Roche's nucleic acid testing products.
Currently, the applicable issued hepatitis C virus-related patents expire in 2015 for the U.S. and in 2008 for Europe. Currently, the applicable issued HIV-related patent in Europe expires
in 2005. An HIV-related patent directed to nucleic acid testing methods for HIV-1 was issued in the U.S. on March 13, 2003. This patent will expire seventeen years from
the date of issuance. The issuance of the patent triggered a milestone payment to Chiron of $10.0 million from F. Hoffmann-La Roche, which was received in April 2003. As
permitted under the terms of its licensing agreement, F. Hoffmann-La Roche has decided to institute arbitration proceedings in regard to the application of the U.S. patent. We have
deferred recognition of this $10.0 million milestone payment and interest as of June 30, 2003. During any pending arbitration proceedings, F. Hoffmann-La Roche remains
obligated to make all quarterly royalty payments, subject to a right to be reimbursed by Chiron if it is determined in the arbitration that such royalty payments were not due.

BayerA cross-license agreement provides for royalties to us on HIV and hepatitis C virus products sold by Bayer, which
increased year-to-date 2003 as compared with year-to-date 2002.

Abbott LaboratoriesA cross-license agreement provides for royalties to us on HIV and hepatitis C virus products sold by
Abbott. We recognized royalty and license fee revenues under this agreement in the second quarter 2003.

The
balance of royalty and license fee revenues consisted of various other agreements, which individually were not material.

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Royalty
and license fee revenues may fluctuate based on the nature of the related agreements, the timing of receipt of license fees and the expiration of patents. Results in any one
period are not necessarily indicative of results to be achieved in the future. In addition, our ability to generate additional royalty and license fee revenues may depend, in part, on our ability to
market and capitalize on our technologies. We have no assurance that we will be able to do so or that future royalty and license fee revenues will not decline.

Selling, general, and administrativeOur other segment recognized selling, general and administrative expenses of
$17.2 million and $19.4 million for the three months ended June, 2003 and 2002, respectively, and $34.0 million and $35.0 million for the six months ended June, 2003 and
2002, respectively. The decrease in selling, general and administrative expenses in 2003 as compared with 2002 primarily resulted from lower litigation costs in the first and second quarters of 2003
related to our investment in and defense of our patents and technology, partially offset by increased consulting, severance and employee-related expenses.

Write-off of purchased in-process research and developmentThe write-off of purchased
in-process research and development was $54.8 million for the six months ended June 30, 2002. There was no write-off of purchased in-process research
and development for the six months ended June 30, 2003.

On
February 20, 2002, we acquired Matrix Pharmaceutical, Inc. and accounted for the acquisition as an asset purchase. We allocated the purchase price based on the fair
value of the assets acquired and liabilities assumed. We allocated a portion of the purchase price to purchased in-process research and development and wrote off $54.8 million in
the first quarter 2002. We allocated a portion of the purchase price to a liability for asset disposal and lease cancellation for the San Diego, California facility closed during the third quarter
2002. In the fourth quarter 2002, we found an
assignee for the manufacturing facility lease and revised the allocation of the purchase price resulting in a $9.6 million decrease to purchased in-process research and development.
We do not anticipate that there will be any alternative future use for the in-process research and development that were written off. In valuing the purchased in-process
research and development, we used probability-of-success-adjusted cash flows and a 20% discount rate. We assumed revenue from tezacitabine to commence after 2005. As with all
pharmaceutical products, the probability of commercial success for any research and development project is highly uncertain.

Restructuring and reorganizationFor the three and six months ended June 30, 2003, we recorded restructuring and
reorganization charges of $0.5 million and $0.7 million, respectively. The charges consisted of termination and other employee-related costs recognized in connection with the elimination
of 7 positions in our Amsterdam manufacturing facility.

Interest expenseWe recognized interest expense of $2.8 million and $3.1 million for the three months ended
June 30, 2003 and 2002, respectively, and $6.3 million for each of the six months ended June 30, 2003 and 2002. The decrease in the second quarter 2003 as compared with the second
quarter 2002 primarily was related to lower interest rates.

Interest and other income, netInterest and other income, net, primarily consisted of interest income on our cash and
investment balances and other non-operating gains and losses. We recognized interest income of $6.3 million and $9.3 million for the three months ended June 30, 2003
and 2002, respectively, and $13.3 million and $19.1 million for the six months ended June 30, 2003 and 2002, respectively. The decrease in interest income in 2003 as compared with
2002 primarily was due to lower average interest rates and lower average cash and investment balances.

We
recognized gains of $4.8 million and $7.8 million for the three months ended June 30, 2003 and 2002, respectively, and $9.4 and $14.3 million for the six
months ended June 30, 2003 and 2002, respectively, related to the sale of certain equity securities.

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We
did not recognize any losses attributable to the other-than-temporary impairment of equity securities for the three and six months ended June 30, 2003.
For the three and six months ended June 30, 2002, we recognized losses attributable to the other-than-temporary impairment of certain equity securities of
$2.8 million and $4.6 million, respectively.

In
the second quarter 2001, we recorded a charge of $1.5 million to write-down debt securities with a face value of $5.0 million due to the decline in the
credit rating of the issuer. On March 1, 2002, the issuer paid us $5.1 millionthe full principal plus interest. As a result, we recorded $1.5 million in "Interest and
other income, net," for the six months ended June 30, 2002.

On
December 31, 1998, we completed the sale of our 30% interest in General Injectibles & Vaccines, Inc., a distribution business, to Henry Schein, Inc. and
received payment in full of certain advances we made to General Injectibles & Vaccines. The agreement also provided for us to receive additional payments, calculated as a
pre-determined percentage of Henry Schein's gross profit, through 2003. We received $2.0 million for 2002 and $5.4 million for 2001 during the six months ended
June 30, 2003 and 2002, respectively.

Income taxesThe reported effective tax rate for 2003 is 25% of pretax income from continuing operations. The reported
effective tax rate for the six months ended June 30, 2002 was 27% of pretax income from continuing operations, excluding the write-off of purchased in-process research
and development related to the Matrix Pharmaceutical acquisition. The write-off of purchased in-process research and development in 2002 is not tax deductible. The 2003
effective tax rate is lower than the 2002 effective tax rate due to increased benefits associated with Chiron's research and development activities and tax planning initiatives. The effective tax rate
may be affected in future periods by changes in management's estimates with respect to our deferred tax assets, acquisitions and other items affecting the overall tax rate.

The
reported effective tax rate for 2003 of 25% excludes any anticipated impact associated with our July 2003 acquisition of PowderJect Pharmaceuticals plc. PowderJect operates
primarily in the United Kingdom and Sweden, where the marginal tax rates are in excess of our current effective tax rate of 25%. Management is currently reviewing and is considering implementing tax
strategies that mitigate these tax rate disparities.

Discontinued OperationsIn a strategic effort to focus on our core businesses of biopharmaceuticals, vaccines and blood
testing, we completed the sale of Chiron Diagnostics and Chiron Vision in 1998 and 1997, respectively.

In
the second quarter 2003, we reversed approximately $0.5 million related to unutilized reserves for Chiron Diagnostics and Chiron Vision, which was recorded as a "Gain on
disposal of discontinued operations" for the three months ended June 30, 2003.

In
the first quarter 2003, Chiron and Bayer Corporation reached a settlement agreement relating to certain claims raised by Bayer under the Stock Purchase Agreement dated
September 17, 1998, between Chiron and Bayer for Chiron Diagnostics. Under this settlement agreement, we made a payment to Bayer during the first quarter 2003. We utilized an amount previously
reserved for indemnity obligations, based upon the settlement agreement with Bayer. These amounts resulted in a net charge
of $7.6 million, offset by an income tax benefit of $9.0 million, resulting in a net gain of $1.4 million which was recorded as a "Gain on disposal of discontinued operations" for
the six months ended June 30, 2003.

In
connection with the sale of Chiron Diagnostics and Chiron Vision, we recorded cumulative net deferred tax assets of $0.2 million and $8.5 million at June 30, 2003
and December 31, 2002, respectively, principally attributable to the timing of the deduction of certain expenses associated with these sales. We also recorded corresponding valuation allowances
of $0.2 million and $8.5 million at June 30, 2003 and December 31, 2002, respectively, to offset these deferred tax assets, as management

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believes
that it is more likely than not that the deferred tax assets to which the valuation allowance relates will not be realized. The future recognition of these deferred tax assets will be
reported as a component of "Gain (loss) on disposal of discontinued operations."

New Accounting Standards

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes new standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 is not expected to have a material impact on our
Consolidated Financial Statements.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies the accounting and
reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. It requires, among other things, that
contracts with comparable characteristics be accounted for similarly and clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when
a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective generally for contracts entered into and modified after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on our Consolidated Financial Statements.

In
January 2003, the FASB issued Interpretation No. 46 (referred to as FIN No. 46), "Consolidation of Variable Interest Entities" which address the accounting for
certain off-balance sheet lease financing. The recognition provisions of FIN No. 46 will be effective for Chiron for the interim period ended September 30, 2003. The adoption
of FIN No. 46 is not expected to have a material impact on our Consolidated Financial Statements.

In
November 2002, the FASB issued EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF Issue No. 00-21 addresses
certain aspects of the accounting by a company for arrangements under which it will perform multiple revenue-generating activities. EITF Issue No. 00-21 addresses when and how an
arrangement involving multiple deliverables should be divided into separate units of accounting. EITF Issue No. 00-21 provides guidance with respect to the effect of certain
customer rights due to company nonperformance on the recognition of revenue allocated to delivered units of accounting. EITF Issue No. 00-21 also addresses the impact on the
measurement and/or allocation of arrangement consideration of customer cancellation provisions and consideration that varies as a result of future actions of the customer or the company. Finally, EITF
Issue No. 00-21 provides guidance with respect to the recognition of the cost of certain deliverables that are excluded from the revenue accounting for an arrangement. The
provisions of EITF Issue No. 00-21 apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF Issue
No. 00-21 is not expected to have a material impact on our Consolidated Financial Statements.

Liquidity and Capital Resources

Our capital requirements have generally been funded from operations, cash and investments on hand, debt borrowings and issuance of common stock. Our cash and
investments in marketable debt securities, which totaled $1,266.5 million at June 30, 2003, are invested in a diversified portfolio of financial instruments, including money market
instruments, corporate notes and bonds, government or government agency securities and other debt securities issued by financial institutions and other issuers

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with
strong credit ratings. By policy, the amount of credit exposure to any one institution is limited. Investments are generally not collateralized and primarily mature within three years.

We
believe that our cash, cash equivalents and short-term investments, together with funds provided by operations and leasing arrangements, will be sufficient to meet our
foreseeable operating cash requirements including any cash utilized under our stock repurchase program. In addition, we believe we could access additional funds from the debt and, under certain
circumstances, capital markets.

On
May 19, 2003, we announced the commencement of an all cash offer to acquire all issued and to be issued share capital of PowderJect Pharmaceuticals plc for 550 pence per
ordinary share. On July 8, 2003, our cash offer became unconditional. As part of the acquisition of PowderJect, we will assume the debt of PowderJect including convertible notes with a face
value of 35.0 million British Pounds ($57.0 million at July 8, 2003). As of August 11, 2003, we had acquired or agreed to acquire or had
received valid acceptances of the offer in respect of, in aggregate, 97,735,800 PowderJect shares, representing 99.14% of the issued share capital of PowderJect as of that date.

On
July 30, 2003, we raised $450.0 million through an offering of convertible debentures, referred to as the "Offering", and an additional $50.0 million from the
exercise of an option, granted to the underwriters, to purchase additional convertible debentures in connection with the Offering. The convertible debentures bear a coupon rate of 1.625% per annum and
interest is payable semiannually. The debentures are convertible into shares of our common stock and the terms include an initial conversion price of approximately $68.44 per share. The debentures may
not be called for redemption by us for five years. Holders of the debentures will have the option to require us to purchase their debentures at par value in years five, 10, 15, 20 and 25. We may
choose to pay the redemption purchase price in cash and / or shares of common stock. The debentures mature on August 1, 2033.

Sources and uses of cashWe had cash and cash equivalents of $876.0 million and $268.3 million at
June 30, 2003 and 2002, respectively.

Operating activitiesFor the six months ended June 30, 2003, net cash provided by operating activities was
$113.2 million as compared with $82.6 million for the six months ended June 30, 2002. The increase in cash provided by operating activities primarily was due to higher income from
continuing operations before depreciation and amortization and other non-cash charges. The net cash provided by operating activities increased as a result of (i) higher royalty
payments received under the Roche royalty arrangements, (ii) $14.4 million of cash received as a result of the Biogen and Serono settlements in connection with the McCormick patents (see
"BiopharmaceuticalsOther revenues" above), (iii) higher royalty payments received under the Betaferon® royalty arrangement and (iv) larger increases in accounts
receivable at June 30, 2002 as compared to June 30, 2003. Partially offsetting these increases were (i) larger increases in inventory at June 30, 2003 and
(ii) payments in 2003 including a payment made to Bayer Corporation as a result of a settlement agreement relating to certain claims raised by Bayer in connection under the Stock Purchase
Agreement dated September 17, 1998 and higher tax payments. We made approximately $29.0 million in federal tax payments during the first half of 2003 as compared with approximately
$17.0 million in the first half of 2002.

At
June 30, 2003, we had foreign net operating loss carryforwards of approximately $13.2 million, of which approximately $3.6 million begin expiring over the period
2008 to 2018. The remaining foreign net operating loss carryforwards of $9.6 million are available to offset future taxable income without limitation.

At
June 30, 2003, we had unutilized federal net operating loss carryforwards attributable to the acquisition of Matrix Pharmaceutical of approximately $56.7 million, which
are available to offset future domestic taxable income ratably through 2022.

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At
June 30, 2003, we had $34.0 million of state net operating loss carryforwards, which expire between 2003 and 2022, and state net operating loss carryforwards
attributable to the acquisition of Matrix Pharmaceutical, Inc. of approximately $28.4 million, which are available to offset taxable income ratably through 2012.

At
June 30, 2003, we had $2.2 million of federal business tax credit carryforwards attributed to the acquisition of PathoGenesis Corporation, which expire in 2012. At
June 30, 2003, we had $3.6 million of federal business tax credit carryovers, which expire in 2007, and state business tax credit carryovers of $23.0 million, which are available
to offset future state tax liabilities without limitation.

We
anticipate that research and development expenditures in 2003 will primarily be driven by (i) those activities under our December 2001 and June 2002 collaboration
agreements with Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.) related to, among other things, the development of a dry powder formulation of our inhaled TOBI®
product for the treatment ofpseudomonas aeruginosain cystic fibrosis patients and a dry powder inhaleable erythromyclamine product targeted for the
treatment of acute exacerbations of chronic bronchitis, (ii) those activities related to the development of tezacitabine, obtained as a part of the acquisition of Matrix Pharmaceutical in the
first quarter 2002, (iii) those activities related to the development of interleukin-2 in combination with various monoclonal antibodies, (iv) expansion of our meningococcal
franchise, (v) development of a flu cell culture system and (vi) research activities focused on identifying several novel vaccines and therapeutics for clinical development in the areas
of oncology and infectious disease. In addition, we are required to make capital improvements to our existing manufacturing facilities to support the supply of Betaferon® to Schering. In
connection with this project, we are continuing to incur expenses relating to the development of new processes and the performance of test runs related to installed equipment. Net cash from operating
activities are expected to fund these research and development activities.

Investing activitiesFor the six months ended June 30, 2003, net cash provided by investing activities consisted of
proceeds from sales and maturities of investments in marketable debt securities of $917.8 million and proceeds from the sale of equity securities and interests in affiliates companies of
$7.4 million. Cash provided by investing activities was offset by purchases of investments in marketable debt securities of $277.5 million, capital expenditures of $52.4 million,
purchases of equity securities and interests in affiliated companies of $36.9 million, cash paid for acquisitions, net of cash acquired of $1.2 million and other uses of cash of
$0.8 million.

In
April 2001, we entered into a collaboration with Rhein Biotech N.V. (now part of Berna Biotech) and GreenCross Vaccine Corporation to research and develop certain pediatric
combination vaccine products for sale outside of Europe and North America. The collaboration agreement requires capital commitments from Chiron, Berna Biotech and GreenCross Vaccine. Our commitment is
approximately 26.4 million Euro ($30.2 million at June 30, 2003) for the expansion of our Italian manufacturing facilities, of which we paid 4.6 million Euro
($5.4 million), as of June 30, 2003. This agreement began in the fourth quarter 2001 and is expected to continue through 2008. We currently are evaluating various financing alternatives
to fund this expansion.

In
February 2001, our Board of Directors approved a $235.0 million capital expansion project, which includes the construction of a research and development facility
(including a supporting central utility facility) and a parking structure in Emeryville, California. We had committed to $37.6 million in design and construction services, under which we had
incurred costs of $28.4 million, as of June 30, 2003. We may cancel these remaining commitments at any time. Related to the research and development facility, we are evaluating various
financing alternatives to fund this expansion.

The
purchases of equity securities and interests in affiliated companies consisted of a $33.7 million payment to purchase 3.8 million shares of PowderJect (discussed above)
and equity contributions under several venture capital funds including a $1.0 million capital contribution under a 2003 limited

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partnership
agreement, a $0.1 million capital contribution under a 2002 limited partnership agreement, a $0.6 million capital contribution under a 2001 limited partnership agreement and
a $1.4 million capital contribution under a 2000 limited partnership agreement. We are obligated to pay $60.0 million over ten years in equity contributions to these venture capital
funds, of which $28.7 million was paid through June 30, 2003.

For
the six months ended June 30, 2002, net cash used in investing activities consisted of purchases of investments in marketable debt securities of $320.7 million, net
cash paid to acquire Matrix Pharmaceutical, Inc. of $54.9 million, capital expenditures of $54.3 million, purchases of equity securities and interests in affiliated companies of
$3.1 million, other uses of cash of $0.9 million, and cash paid for acquisition costs related to the acquisition of PathoGenesis of $0.4 million. Cash used in investing activities
was offset by proceeds from sales and maturities of investments in marketable debt securities of $311.1 million, proceeds from the sale of equity securities and interests in affiliated
companies of $13.4 and proceeds from the sale of assets of $0.2 million.

Financing activitiesFor the six months ended June 30, 2003, net cash used in financing activities consisted of
$68.1 million for the acquisition of treasury stock, $0.1 million for the net repayment of short-term borrowings and $0.1 million for the repayment of debt. Cash used
in financing activities was offset by $24.5 million of proceeds from the reissuance of treasury stock (related to stock option exercises) and $2.1 million of proceeds from put options.

Our
Board of Directors has authorized the repurchase of our common stock on the open market. In December 2002, our Board of Directors approved an additional 5.0 million
share increase and authorized such repurchases through December 31, 2003. As of June 30, 2003, we may repurchase up to an additional 3.0 million shares of our common stock.

In
January 2001, we initiated a put option program to reduce the effective costs of repurchasing our common stock. Under this program, we have entered into contracts with third
parties to sell put
options on Chiron stock, entitling the holders to sell to us a specified number of shares at a specified price on a specified date. In May 2003, we entered into a contract with a third party to
sell put options on Chiron stock, entitling the holder to sell to us 0.5 million shares at $43.89 per share. In connection with the sale, we collected a $0.7 million premium. The option
expired June 30, 2003. On June 30, 2003, our closing stock price was $43.86. The third party elected to exercise a portion of the options. As a result, we repurchased 0.2 million
shares.

As
of March 31, 2003, we had an outstanding put option contract with a third party, entitling the holder to sell to us 0.5 million shares at $36.79 per share. In connection
with the sale, we collected a $1.4 million premium. The option expired unexercised on May 5, 2003.

As
of December 31, 2002, we had an outstanding put option contract with a third party entitling the holder to sell to us 0.5 million shares at $38.11 per share. The option
expired unexercised on January 29, 2003.

For
the six months ended June 30, 2002, net cash used in financing activities consisted of $45.1 million for the acquisition of treasury stock and $0.3 million for
the repayment of short-term borrowings. Cash used in financing activities was offset by $18.0 million of proceeds from the reissuance of treasury stock (related to stock option
exercises) and $2.0 million of proceeds from put options.

We
are currently evaluating a number of business development opportunities. To the extent that we are successful in reaching agreements with third parties, these transactions may involve
selling a significant portion of our current investment portfolio, incurring additional debt or may cause us to issue Chiron shares.

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Borrowing arrangementsUnder a revolving, committed, uncollateralized credit agreement with a major financial institution, we
can borrow up to $100.0 million in the U.S. This credit facility is guaranteed by Novartis AG under a November 1994 Investment Agreement, provides various interest rate options and
matures in February 2006. There were no borrowings outstanding under this credit facility at June 30, 2003 and December 31, 2002. In December 1999, Chiron and Novartis
amended the November 1994 Investment Agreement to reduce the maximum amount of our obligations that Novartis would guarantee from $725.0 million to $702.5 million.

We
also have various credit facilities available outside the U.S. There were no outstanding borrowings under these facilities at June 30, 2003. Borrowings under these facilities
totaled $0.1 million at December 31, 2002. One facility is maintained for our 51%-owned Indian subsidiary, and allows for total borrowings of 200 million Indian Rupee
($4.3 million at June 30, 2003). There were no outstanding
borrowings under this facility at June 30, 2003. At December 31, 2002, $0.1 million was outstanding under this facility. Our Italian subsidiary also has various facilities,
related to its receivables, which allow for total borrowings of 10.9 million Euro ($12.4 million at June 30, 2003). There were no outstanding borrowings under these facilities at
June 30, 2003 and December 31, 2002.

Capital LeaseIn July 2003, we entered into a new six-year lease to rent a research and development
facility in Emeryville, California following the expiration of our existing lease. Effective July 1, 2003, we accounted for this new lease as a capital lease and, as a result, recorded the
leased facility and the corresponding liability on our balance sheet. The amount recorded on our balance sheet for the leased facility is $157.5 million. At the inception of the lease, the
future minimum lease payments, exclusive of a residual value guarantee, are approximately $15.7 million over the lease term. The interest payments represent variable-rate interest
payments indexed to a three-month London interbank offered rate plus 40 basis points. The lease provides a $156.0 million residual value guarantee from us to the lessors in the event of
property value declines. Consequently, our maximum payment obligation is $156.0 million upon termination of the lease on or before July 1, 2009. On or before July 1, 2009, we can
choose to either purchase the facility from the lessors or sell the facility to a third party. This option accelerates if we default on our lease payments or in the event of other defined events. As
of July 1, 2003, Novartis AG had guaranteed (under provisions of the Investment Agreement) payments on this lease commitment, including payment of the residual value guarantee, to a maximum of
$173.3 million.

Factors That May Affect Future Results

As a global pharmaceutical company, we are engaged in a rapidly evolving and often unpredictable business. The forward-looking statements contained in this
10-Q and in other periodic reports, press releases and other statements issued by us from time to time reflect our current beliefs and expectations concerning objectives, plans,
strategies, future performance and other future events. The following discussion highlights some of the factors, many of which are beyond our control, which could cause actual results to differ.

If our focus on the research and development of emerging technologies does not ultimately result in the creation of commercial products, our business could be adversely
affected.

We focus our research and development activities on areas in which we have particular strengths and on technologies that appear promising. These technologies
often are on the "cutting edge" of modern science. As a result, the outcome of any research or development program is highly uncertain. Only a very small fraction of these programs ultimately result
in commercial products or even product candidates. Product candidates that initially appear promising often fail to yield successful products. In many cases, preclinical or clinical studies will show
that a product candidate is not efficacious (that is, it lacks the intended therapeutic or prophylactic effect), or that it raises safety concerns or has other side effects, which outweigh the
intended benefit. Success in preclinical or early clinical trials (which

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generally
focus on safety issues) may not translate into success in large-scale clinical trials (which are designed to show efficacy), often for reasons that are not fully understood. Further, success
in clinical trials will likely lead to increased investment, adversely affecting short-term profitability, to bring such products to market. And even after a product is approved and
launched, general usage or post-marketing studies may identify safety or other previously unknown problems with the product which may result in regulatory approvals being suspended,
limited to narrow indications or revoked, or which may otherwise prevent successful commercialization.

We collaborate with third parties to develop and commercialize new products; conflicts with or decisions by these third parties could harm our business.

An important part of our business strategy depends upon collaborations with third parties, including research collaborations and joint efforts to develop and
commercialize new products. As circumstances change, Chiron and our corporate partners may develop conflicting priorities or other conflicts of interest. We may experience significant delays and incur
significant expenses in resolving these conflicts and may not be able to resolve these matters on acceptable terms. Even without conflicts of interest, we may disagree with our corporate partners as
to how best to realize the value associated with a current product or a product in development. In some cases, the corporate partner may have responsibility for formulating and implementing key
strategic or operational plans. In addition, merger and acquisition activity within the pharmaceutical and biotechnology industries may affect our corporate partners, causing them to reprioritize
their efforts related to research collaborations and other joint efforts with us. Decisions by corporate partners on key clinical, regulatory, marketing (including pricing), inventory management and
other issues may prevent successful commercialization of the product or otherwise impact our profitability.

If we fail to obtain or maintain the regulatory approvals we need to market our products, our business will suffer.

We must obtain and maintain regulatory approval in order to market most of our products. Generally, these approvals are on a
product-by-product and country-by-country basis. In the case of therapeutic products, a separate approval is required for each therapeutic indication.
See Part I, Item 1. "Business-Government Regulation" in our Annual Report on Form 10-K for the year ended December 31, 2002. Product candidates that appear
promising based on early, and even large-scale, clinical trials may not receive regulatory approval. The results of clinical trials often are susceptible to varying interpretations that may delay,
limit or prevent approval or result in the need for post-marketing studies. In addition, regulations may be amended from time to time. Revised regulations may require us to reformulate
products on a country or regional basis, obtain additional regulatory approvals, or accept additional risks that our products will not maintain market acceptance or be eligible for third party
insurance coverage. Increased regulatory scrutiny and restrictions regarding marketing practices for products, including those products that are subject to government reimbursement, may impact the
sales of such products. There is no guarantee that we will be able to satisfy these new regulatory requirements and may suffer a loss of revenue as a result.

Our products are complex and difficult to manufacture on a large-scale basis, which could cause us to delay product launches, experience shortages of products or prevent us
from offering products on a volume basis.

Most of our products are biologics. Manufacturing biologic products is complex. Unlike chemical pharmaceuticals, a biologic product generally cannot be
sufficiently characterized (in terms of its physical and chemical properties) to rely on assaying of the finished product alone to ensure that the product will perform in the intended manner.
Accordingly, it is essential to be able to both validate and control the manufacturing process, that is, to show that the process works and that the product is made strictly and consistently in
compliance with that process. Slight deviations anywhere in the

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manufacturing
process, including quality control, labeling and packaging, may result in unacceptable changes in the products that may result in lot failures or product recalls, or liability to a third
party to the extent we are contract manufacturing products in our facilities for such third party. Manufacturing processes which are used to produce the smaller quantities of material needed for
research and development purposes may not be successfully scaled up to allow production of commercial quantities at reasonable cost or at all. All of these difficulties are compounded when dealing
with novel biologic products that require novel manufacturing processes. Additionally, manufacturing is subject to extensive government regulation. Even minor changes in the manufacturing process
require regulatory approval, which, in turn, may require further clinical studies. For some of our products we rely on others to supply raw materials and to manufacture those products according to
regulatory requirements.

In
addition, any prolonged interruption in our operations or those of our partners could result in our inability to satisfy the product demands of our customers. A number of factors
could cause
interruptions, including equipment malfunctions or failures, interruptions due to labor actions, damage to a facility due to natural disasters, such as an earthquake, suspension of power supplied to
these facilities arising out of regional power shortages or terrorist activities and armed conflict, including as a result of the disruption of operations of our subsidiaries and our customers,
suppliers, distributors, couriers, collaborative partners, licensees and clinical trial sites.

Our mishandling of hazardous materials could result in substantial costs and harm to our business.

In connection with our research and manufacturing activities, we utilize some hazardous materials. Great care is taken to ensure we have appropriate procedures
and permits in place for storing and handling such hazardous materials. We could be subject to loss of our permits, government fines or penalties and/or other adverse governmental action if such
hazardous materials are stored, handled or released into the environment in violation of law or any permit. A substantial fine or penalty, the payment of significant environmental remediation costs or
the loss of a permit or other authorization to operate or engage in our ordinary course of business could result in material, unanticipated expenses and the possible inability to satisfy customer
demand.

If any of our third party suppliers or manufacturers cannot adequately meet our needs, our business could be adversely affected.

We use raw materials and other supplies that generally are available from multiple commercial sources. Certain manufacturing processes, however, use materials
that are available from sole sources, or that are in short supply, or are difficult for the supplier to produce and certify in accordance with our specifications. From time to time, concerns are
raised with respect to potential contamination of biological materials that are supplied to us. These concerns can further tighten market conditions for materials that may be in short supply or
available from limited sources. Moreover, regulatory approvals to market our products may be conditioned upon obtaining certain materials from specified sources. Our ability to substitute material
from an alternate source may be delayed pending regulatory approval of such alternate source. Although we work to mitigate the risks associated with relying on sole suppliers, there is a possibility
that material shortages could impact production.

We
purchase bulk powdered tobramycin, the primary basic raw material in TOBI®, from two of the principal worldwide suppliers of the drug. We anticipate that either one of
these suppliers alone will be able to supply sufficient quantities to meet current needs; however, there can be no assurance that these suppliers will be able to meet future demand in a timely and
cost-effective manner. As a result, our operations could be adversely affected by an interruption or reduction in the supply of bulk powdered tobramycin.

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We have entered into contracts with third parties for the production and packaging of TOBI®. Over time, we can use alternative production and packaging sources. However, if
the contracted third parties become unable to produce or package sufficient quantities of TOBI® due to work stoppages or other factors, our operations could be disrupted until alternative
sources are secured.

In
connection with the production of its flu vaccine product, PowderJect must purchase large quantities of chicken eggs. Currently, PowderJect purchases those eggs and incubation
services from a single supplier and, pursuant to the contract with that supplier, PowderJect is required to make specified minimum purchases from that supplier through 2007. All of the chickens that
produce those eggs are located in the United Kingdom. If PowderJect's supplier were to fail to supply eggs in sufficient quantities or quality, including as a result of any health or other issues
related to the chickens, PowderJect's business would be materially adversely affected.

We
are a key provider for the blood screening field of nucleic acid testing and immunodiagnostics. In nucleic acid testing, we rely on our collaborative partner, Gen-Probe,
to manufacture the Procleix®HIV-1/ HCV Assay. We currently source the related instrument system from third party suppliers.
Currently, Gen-Probe is the only manufacturer of nucleic acid testing products using Transcription-Mediated Amplification technology. In immunodiagnostics, under the Ortho-Clinical
Diagnostics, Inc. contract, we manufacture bulk reagents and antigens and confirmatory test kits sold in the clinical diagnostics and blood screening fields. While we and our partners work to
mitigate the risks associated with being a key provider, there can be no assurance that our partner, Gen-Probe, will be able to provide sufficient quantities of the
Procleix®HIV-1/ HCV Assay or that we will be able to manufacture sufficient bulk reagents and antigens and confirmatory test
kits for immunodiagnostic products. Our difficulties or delays or those of our partners' could cause a public health concern for the blood supply, as well as increase costs and cause loss of revenue
or market share.

If we cannot obtain necessary licenses to third party patents for the manufacture or sale of our products, we may have to withdraw from the market or delay the introduction of
the affected product.

Third parties, including competitors, have patents and patent applications in the U.S. and other significant markets that may be useful or necessary for the
manufacture, use or sale of certain products and products in development by us and our corporate partners. It is likely that third parties will obtain these patents in the future. Certain of these
patents may be broad enough to prevent or delay us and our corporate partners from manufacturing or marketing products important to our current and future business. We cannot accurately predict the
scope, validity and enforceability of these patents, if granted, the extent to which we may wish or need to obtain licenses to these patents, and the cost and
availability of these licenses. If we do not or cannot obtain these licenses, products may be withdrawn from the market or delays could be encountered in market introduction while an attempt is made
to design around these patents, or we could find that the development, manufacture or sale of such products is foreclosed. We could also incur substantial costs in licensing or challenging the
validity and scope of these patents.

Because most of our products are based on technologies that are unfamiliar to the healthcare community, they may not be accepted by healthcare providers and patients, which
could harm our business.

We may experience difficulties in launching new products, many of which are novel products based on technologies that are unfamiliar to the healthcare community.
We have no assurance that healthcare providers and patients will accept such products. In addition, government agencies, as well as private organizations involved in healthcare, from time to time
publish guidelines or recommendations to healthcare providers and patients. Such guidelines or recommendations can be very influential and may adversely affect the usage of our products directly (for
example, by recommending a decreased dosage of our product in conjunction with a concomitant therapy or a government entity withdrawing it's

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recommendation
to screen blood donations for certain viruses) or indirectly (for example, by recommending a competitive product over our product).

If we are unable to avoid significant exposure to product liability claims, our business could be harmed.

We are exposed to product liability and other claims in the event that the use of our products is alleged to have resulted in adverse effects. While we will
continue to take precautions, we may not avoid significant product liability exposure. Although we maintain product liability insurance, there is no guarantee that this coverage will be sufficient. It
is not feasible to obtain adequate insurance coverage for certain products and we are self-insured in relation to these products. If we are sued for any injury caused by our products, we
could suffer a significant financial loss.

As
we are a key provider for the blood screening field of nucleic acid testing and immunodiagnostics, we may have product liability in addition to contract exposure, in the event that
our difficulties or delays or those of our partners could cause a public health concern for the blood supply.

If we are unable to successfully compete in the highly competitive healthcare industry, our business could be harmed.

We operate in a highly competitive environment, and the competition is expected to increase. Competitors include large pharmaceutical, chemical and blood testing
companies, and biotechnology companies. Some of these competitors, particularly large pharmaceutical and blood testing companies, have greater resources than ours. Accordingly, even if we are
successful in launching a product, we may find that a competitive product dominates the market for any number of reasons, including:



The
technologies applied by our competitors and us are rapidly evolving, and new developments frequently result in price competition and product obsolescence. In addition, we may be
impacted by competition from generic forms of our products or substitute products. Specific to one product, TOBI®, a generic form of this product may be available from our competitors,
which may cause loss of revenue or market share. In December 2002, the U.S. Food and Drug Administration tentatively approved an abbreviated new drug application for an inhaled tobramycin for
sale in the U.S. following expiration of the orphan drug status of TOBI® in December 2004. We have a patent in the U.S. covering the formulation of TOBI® that extends
until 2014. We have therefore filed a suit claiming that this new generic form of tobramycin violates our patent. If our
patent is found invalid or if this new product is found not to infringe upon our patent, sales of TOBI® could be adversely affected.

Our patents may not prevent competition or generate revenues.

We seek to obtain patents on many of our inventions. Without the protection of patents, competitors may be able to use our inventions to manufacture and market
competing products without being required to undertake the lengthy and expensive development efforts made by us and without having to pay royalties or otherwise compensate us for the use of the
invention. We have no assurance that patents and patent applications owned or licensed to us will provide substantial protection.

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Important
legal questions remain to be resolved as to the extent and scope of available patent protection for biotechnology products and processes in the U.S. and other important markets. We do not
know how many of our pending patent applications will be granted, or the effective coverage of those that are granted. In the U.S. and other important markets, the issuance of a patent is neither
conclusive as to its validity nor the enforceable scope of its claims. We have engaged in significant litigation to determine the scope and validity of certain of our patents and expect to continue to
do so. An adverse outcome of litigation could result in the reduction or loss of royalty revenues. Engaging in patent litigation against one party may place significant royalty revenues received or to
be received from other parties at risk. Even if we are successful in obtaining and defending patents, there can be no assurance that these patents will provide substantial protection. The length of
time necessary to resolve patent litigation successfully may allow infringers to gain significant market advantage. Third parties may be able to design around the patents and develop competitive
products that do not use the inventions covered by our patents. Many countries, including certain countries in Europe, have compulsory licensing laws under which a patent owner may be compelled to
grant licenses to third parties (for example, the third party's product is needed to meet a threat to public health or safety in that country, or the patent owner has failed to "work" the invention in
that country, or the third party has patented improvements). In addition, most countries limit the enforceability of patents against government agencies or government contractors. In these countries,
the patent owner may be limited to monetary relief and may be unable to enjoin infringement, which could materially diminish the value of the patent. In addition, royalty revenues will decline as
patents expire.

Sales of our products may be adversely affected by the availability and amount of reimbursement to the user of our products from third parties, such as the government and
insurance companies.

In the U.S. and other significant markets, sales of our products may be affected by the availability of reimbursement from the government or other third parties,
such as insurance companies. It is difficult to predict the reimbursement status of newly approved, novel biotechnology products, and current reimbursement policies for existing products may change.
In certain foreign markets, governments have issued regulations relating to the pricing and profitability of pharmaceutical companies. There have been proposals in the U.S. (at both the federal and
state level) to implement such controls. Certain of our products could be subject to re-importation from other countries. The growth of
managed care in the U.S. also has placed pressure on the pricing of healthcare products. These pressures can be expected to continue.

If our efforts to integrate acquired or licensed businesses or technologies into our business are not successful, our business could be harmed.

As part of our business strategy, we expect to continue to grow our business through in-licensing, collaborations or acquisitions of products or
companies. For example, we are currently in the process of completing our acquisition of PowderJect. The failure to adequately address the financial, operational or legal risks raised by such
transactions, including our acquisition of PowderJect, could harm our business. Financial aspects related to these transactions may alter our financial position, reported operating results or stock
price, and include:



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Operational
risks that could harm our existing operations or prevent realization of anticipated benefits from such transactions include:



Legal
risks may include requirements to obtain the consent of our stockholders or a third party, or the approval of various regulatory authorities.

If
such efforts to integrate acquired or licensed businesses or technologies into our business are not successful, our business could be harmed.

If we cannot initiate and maintain revenue-generating relationships with third parties, we may not be able to grow our revenues in the near to medium term.

Many products in our current pipeline are in relatively early stages of research or development. Our ability to grow earnings in the near- to
medium-term may depend, in part, on our ability to initiate and maintain other revenue generating relationships with third parties, such as licenses to certain of our technologies, and on
our ability to identify and successfully acquire
rights to later-stage products from third parties. We have no assurance that we will establish such other sources of revenue.

Fluctuations in interest rates and foreign currency exchange rates could harm our business.

We have significant cash balances and investments. Our financial results, therefore, are sensitive to interest rate fluctuations. In addition, we sell products in
many countries throughout the world, and our financial results could be significantly affected by fluctuations in foreign currency exchange rates or by weak economic conditions in foreign markets.

Our relationship with Novartis AG could limit our ability to enter into transactions, pursue opportunities in conflict with Novartis and cause the price of our common stock to
decline.

We have an alliance with Novartis AG, a life sciences company headquartered in Basel, Switzerland. Under a series of agreements between Chiron and Novartis, and
as a result of subsequent stock issuances by Chiron, Novartis' ownership interest in Chiron was approximately 43% as of June 30, 2003. The Governance Agreement between Chiron and Novartis
contains provisions that require the approval of Novartis before we enter into certain corporate transactions. These transactions generally include significant debt or equity issuances, debt or equity
repurchases, most mergers and acquisitions, the payment of cash dividends, amendments to Chiron's certificate of incorporation or by-laws, and other transactions that would adversely
impact the rights of Novartis, or discriminate against Novartis, as a Chiron stockholder. In addition, a majority of the independent directors must approve any material transactions between Chiron and
Novartis. These provisions may limit our ability to enter into transactions with third parties otherwise viewed as beneficial to Chiron. All of our shares owned by Novartis are eligible for sale in
the public market subject to compliance with the applicable securities laws. We have agreed that, upon Novartis' request, we will file one or more registration statements under the Securities Act in
order to permit Novartis to offer and sell shares of our common stock. Sales of a substantial number of shares of our common stock by Novartis in the public market could adversely affect the market
price of our common stock. For more information on our relationship with

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Novartis,
see Note 9"Related Party Transactions," in our Annual Report on Form 10-K for the year ended December 31, 2002.

Volatility of our stock price could negatively impact our profitability.

The price of our stock, like that of other pharmaceutical companies, is subject to significant volatility. Any number of events, both internal and external to us,
may affect our stock price. These include, without limitation:



In
connection with our research and development collaborations, from time to time we may invest in equity securities of our corporate partners. The price of these securities also is
subject to significant volatility and may be affected by, among other things, the types of events that affect our stock. Changes in the market price of these securities may impact our profitability.

We are subject to taxation in a number of jurisdictions and changes to the corporate tax rate and laws of any of these jurisdictions could increase the amount of corporate
taxes we have to pay.

We pay taxes principally in the U.S., Germany, Italy and The Netherlands. All of these jurisdictions have in the past and may in the future make changes to their
corporate tax rates and other tax laws, which could increase our future tax provision. We have negotiated a number of rulings regarding income and other taxes that are subject to periodic review and
renewal. If such rulings are not renewed or are substantially modified, income taxes payable in particular jurisdictions could increase. While we believe that all material tax liabilities are
reflected properly in our balance sheet, we are presently under audit in several jurisdictions and may be subject to further audits in the future, and we have no assurance that we will prevail in all
cases in the event the taxing authorities disagree with our interpretations of the tax law. In addition, we have assumed liabilities for all income taxes incurred prior to the sales of our former
subsidiaries, Chiron Vision (subject to certain limitations) and Chiron Diagnostics. Future levels of research and development spending, capital investment and export sales will impact our entitlement
to related tax credits and benefits which have the effect of lowering our effective tax rate.

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Volatility of earnings could negatively impact our business.

Our operating results may vary considerably from quarter to quarter. Any number of factors may affect our quarterly operating results. These factors include, but
are not limited to the following:



Our
results in any one quarter are not necessarily indicative of results to be expected for a full year.

Revisions to accounting standards, financial reporting and corporate governance requirements and tax laws could result in changes to our standard practices and could require a
significant expenditure of time, attention and resources, especially by senior management.

We must follow accounting standards, financial reporting and corporate governance requirements and tax laws set by the governing bodies and lawmakers in the U.S.
and other countries where we do business. From time to time, these governing bodies and lawmakers implement new and revised rules and laws. These new and revised accounting standards, financial
reporting and corporate governance requirements and tax laws may require changes to our financial statements, the composition of our board of directors, the composition, the responsibility and manner
of operation of various board-level committees, the information filed by us with the governing bodies and enforcement of tax laws against us. Implementing changes required by such new standards,
requirements or laws likely will require a significant expenditure of time, attention and resources, especially by our senior management. It is
impossible to predict the impact, if any, on Chiron of future changes to accounting standards, financial reporting and corporate governance requirements and tax laws. In addition, it is possible that
the application of certain current accounting standards may change due to environmental factors, which may necessitate a change in our standard practice related to these accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk managementOur cash flow and earnings are subject to fluctuations due to changes in foreign currency exchange
rates, interest rates, the fair value of equity securities held and our stock price. We attempt to limit our exposure to some or all of these market risks through the use of various financial
instruments. There were no significant changes in our market risk exposures during the first half of 2003. These activities are discussed in further detail in Part II, Item 7A., "Quantitative
and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for the year ended December 31, 2002.

Item 4. Controls and Procedures



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PART II

Item 1. Legal Proceedings

We are party to certain lawsuits and legal proceedings, which are described in Part I, Item 3. "Legal Proceedings" of our Annual Report on
Form 10-K for the year ended December 31, 2002. The following is a description of material developments during the period covered by this Quarterly Report and should be read
in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2002.

Average Wholesale Pricing

In December 2001, Citizens for Consumer Justice and 13 other named plaintiffs filed a class action lawsuit in the United States District Court for the
District of Massachusetts against 29 biotechnology and pharmaceutical companies, including Chiron, in connection with setting average wholesale prices for various products, including
DepoCyt®, which are reimbursed by Medicare. Plaintiffs alleged that defendants violated federal antitrust and racketeering laws by devising and implementing a fraudulent pricing scheme
against Medicare and Medicaid beneficiaries, and sought declaratory relief, as well as compensatory and punitive damages. In March 2002, Plaintiffs filed an amended complaint that eliminated
the antitrust allegations and changed the subject drug from DepoCyt® to Mitomycin®, a generic oncology drug sold by the Cetus-Ben Venue Therapeutics partnership. In
September 2002, plaintiffs filed a Master Consolidated Class Action Complaint, which did not name Chiron as a defendant.

In
February 2002, the State of Montana through its Attorney General filed a complaint in the First Judicial District Court in Lewis and Clark County against 18 biotechnology and
pharmaceutical companies, including Chiron, in connection with setting average wholesale prices for various products, including DepoCyt®, that are reimbursed by Medicare and Medicaid. The
Attorney General alleged that the Defendants violated Montana state and common laws on unfair trade practices and consumer protection, deceptive trade practices, Medicaid fraud, breach of contract and
false claims, and seeks both compensatory and punitive damages.

In
March 2002, the State of Nevada through its Attorney General filed a complaint in the Second Judicial District Court in Washoe County against 10 biotechnology and
pharmaceutical companies, including Chiron, concerning setting average wholesale prices for various products, including DepoCyt®, that are reimbursed by Medicare and Medicaid. The Attorney
General alleged that Defendants violated Nevada state and common laws on unfair and deceptive trade practices and consumer protection, Medicaid fraud, racketeering, and seeks both compensatory and
punitive damages.

Between
July and September 2002, three separate class action lawsuits were filed in two California Superior Courts against Chiron, Cetus Oncology, and numerous other biotechnology
and pharmaceutical companies. Plaintiff's claims are based upon alleged violations of the California Business and Professions Codes. These matters seek compensatory and punitive damages, plus
injunctive relief, against Chiron in connection with setting the average wholesale prices for various oncology drugs, including DepoCyt®.

In
October 2002 and February 2003, the Montana, Nevada and California actions were coordinated and consolidated to the In re Pharmaceutical Industry Average Wholesale Price
Litigation pre-trial proceedings. In August 2003, the States of Montana and Nevada both filed amended complaints, which did not name Chiron as a defendant.

In
January 2003, the County of Suffolk filed a complaint in the United States District Court for the Eastern District of New York against 29 biotechnology and pharmaceutical
companies, including Chiron, in connection with setting average wholesale prices for various products, including TOBI®,

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which
are reimbursed by Medicaid. Plaintiffs allege that defendants violated federal racketeering laws, federal and state laws on Medicaid fraud, and state laws on unfair trade practice, breach of
contract, fraud and unjust enrichment by devising and implementing a fraudulent pricing scheme against Medicaid beneficiaries, and seeks declaratory relief, as well as compensatory and punitive
damages. In August 2003, plaintiffs filed an Amended Complaint, which did not name Chiron as a defendant.

Currently,
the California actions are the only remaining matters pending in the In re Pharmaceutical Industry Average Wholesale Price Litigation pre-trial proceedings which
name Chiron as a party defendant.

It
is not known when nor on what basis these matters will be resolved.

F. Hoffmann-La Roche Ltd. and Roche Molecular Systems, Inc.HIV

On March 11, 2003, the U.S. Patent and Trademark Office issued Chiron's U.S. Patent No. 6,531,276 (addressed to Methods For Detecting Human
Immunodeficiency Virus Nucleic Acid) (the "'276 Patent"). Chiron has concluded that under an October 2000 HIV Probe License Agreement (the "Roche HIV Agreement") between Chiron, F.
Hoffmann-La Roche Ltd. and Roche Molecular Systems (collectively, "Roche"), Roche is obligated to pay certain licensing fees and ongoing royalties for the sale of certain Roche HIV
nucleic acid tests which infringe the '276 Patent. Roche disputes these obligations on a variety of grounds including non-infringement. Roche further contests the rate at which royalties
must be paid if in fact its products are covered by the Roche HIV Agreement. In April 2003, the parties initiated alternative dispute resolution procedures (the "ADR procedures"), mandated by
the Roche HIV agreement, to address these and, potentially other, disputes. The parties have been unable to resolve the matter, and in July 2003, Chiron initiated the final meet and confer
process required under the ADR procedures. If this process fails to produce a resolution, the matter will be decided in a formal arbitration conducted under the rules of the CPR Institute for Dispute
Resolution.

It
is not known when nor on what basis this matter will be resolved.

F. Hoffmann-La Roche A.G.HCV

Chiron initiated an action in July 2000 against Roche Diagnostics GmbH in the German Federal Court ("Landgericht") in Dusseldorf, asserting that Roche's
manufacture and sale of hepatitis C virus immunoassay products infringe Chiron's German Patent Nos. DD 298 527, DD 298 524, DD 287 104, DD 297 446 (collectively, the "German patents") and Chiron's
European Patent No. EP 0 450 931 (the "'931 patent"). The Landgericht subsequently separated the matter into individual actions and then stayed oral hearings pending results of the nullity proceedings
initiated by Roche in December 2000 in the German Federal Patent court ("Bundespatentgericht") against the same patents. In August 2002, the Bundespatentgericht upheld the validity of
the German patents, but nullified the German portion of the '931 patent. In November 2002, Chiron filed appeals in the Federal Supreme Court to the nullity decisions with respect to the '931
and '527 patents, and Roche likewise appealed the nullity decisions regarding the German patents. In July 2003, the Landgericht determined that Roche's HCV immunoassay kits containing a certain
antigen infringe Chiron's '524 patent. Accordingly, the Landgericht granted Chiron the right to enjoin Roche from the import, use, possession and sale of such kits in Germany, and ordered Roche to
provide information about its commercial activities related to such kits since 1998 and to destroy any such kits in its possession in Germany. This judgment is subject to appeal. Furthermore, the
Landgericht has stayed proceedings based on the '104, '527 and '931 patents pending the appeal of the Bundespatentgericht's judgment in the respective nullity suits.

In
January 1997, Chiron and Ortho-Clinical Diagnostics, Inc. filed suit against F. Hoffmann-La Roche AG in the Regional Court of Dusseldorf, Germany, asserting
that Roche's manufacture and sale of hepatitis C virus immunoassay products infringed Chiron's EP 0 318 216 (the "'216 patent"). The

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suit
sought damages and injunctive relief. In April 1999, the Court granted Chiron's application and entered an injunction. In September 1999, Roche appealed the decision to the Court of
Appeals in Dusseldorf. Following withdrawal of certain claims from the '216 patent, Chiron rescinded the injunction and substituted the aforementioned '931 and German patents in the appellate
proceeding. Oral hearings before the Court of Appeals on the German patents were held in May 2003, and the Court is expected to render judgment in September 2003. Oral hearings on the
'931 patent are stayed pending the appeal of the Bundespatentgericht's judgment in the '931 nullity suit.

It
is not known when nor on what basis these matters will be resolved.

German Red Cross Donation Service and Working Society of Physicians

In October 2001, the German Red Cross Donation Service and Working Society of Physicians brought a complaint against Chiron and Roche before the Commission
of the European Communities (the "Commission"). These matters generally alleged that Chiron and Roche have engaged in certain anticompetitive actions that violate Articles 81 and 82 of the Treaty
Establishing the European Community (the "EC Treaty") in connection with HIV and hepatitis C virus nucleic acid tests in blood screening. The complainants sought a determination that Roche pricing for
its blood screening kits based upon the number of donations tested is unreasonable and should be prohibited through interim measures to be ordered by the Commission prior to final resolution of the
action. Chiron filed its initial response with the Commission in January 2002. In February 2002, the Sanquin Blood Services Foundation in The Netherlands also filed a complaint against
Chiron and Roche before the Commission. The Sanquin complaint, filed in support of the German complaint, similarly alleged anticompetitive practices in violation of Articles 81 and 82 of the EC
Treaty. The National Blood Authority of England also filed a related complaint with the Commission against Chiron and Roche in February 2002. The National Blood Authority complaint focused
exclusively on hepatitis C virus licensing. Chiron was also informed that blood banking entities from Finland and Luxembourg filed similar complaints with the Commission.

In
July 2002, the Directorate General for Competition provided its provisional assessment concerning both the October 2000 hepatitis C virus and HIV nucleic acid testing
licensing agreements for clinical diagnostics and the May 2001 hepatitis C virus and HIV nucleic acid testing licensing agreements for blood screening between Chiron and Roche which had been
notified to the European Commission in May 2001 and September 2001, respectively, and the complaints referenced above. The provisional assessment indicated that certain field of use
restrictions and most favored nation license provisions appeared to give rise to competition restrictions incompatible with Article 81(1) of the EC Treaty, and
were unlikely to qualify for exemption under Article 81(3) of the EC Treaty. The provisional assessment did not indicate that the per donation pricing was incompatible with the EC Treaty.

In
July 2003, the European Commission accepted a joint settlement proposal made by Chiron and Roche, thereby resolving all related complaints. As part of the settlement, Chiron
and Roche agreed to modify certain terms of their agreements under which Roche has licensed Chiron's hepatitis C virus and HIV-1 intellectual property for use in nucleic acid testing
products in Europe. In resolving their inquiry, the European Commission concluded that the modified agreements satisfy the criteria for an individual exemption under Article 81(3) of the
Treaty. Additionally, Chiron will extend a time-limited license offer to blood banks using "home brew" testing throughout Europe, allowing them to continue to use their own
"in-house" technology to screen their own donations and the donations of other blood banks. As part of this offer, Chiron will provide relief from liability for past infringements to all
blood banks that choose to take such a license.

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Laboratory Corporation of America Holdings

In April 2003, Chiron filed a complaint in the United States District Court for the Northern District of California against Laboratory Corporation of
America Holdings ("LabCorp Holdings"), Laboratory Corporation of America ("LabCorp") and National Genetics Institute ("NGI") (collectively, the "Defendants"), seeking damages and an injunction against
Defendants' manufacture, use and sale of the UltraQual HCV RT-PCR assay and HCV SUPERQUANT assay for infringing Chiron's U.S. Patent No. 6,074,816 (the "'816 patent"). The
Defendants also filed a complaint in the United States District Court for the District of Delaware against Chiron seeking a declaratory judgment that Defendants infringe neither the '816 patent, nor
U.S. Patent Nos. 5,712,088, 5,863,719, 6,074,816, and 5,714,596 (collectively, the "Chiron Hepatitis C virus-related patents"), and that the Chiron Hepatitis C virus-related patents are invalid. In
August 2003, the Delaware Court granted Defendants' motion to enjoin Chiron from proceeding with the California action and compel Chiron to seek dismissal of that action. This decision is subject to
appeal.

In
August 2003, Chiron filed a complaint in the United States District Court for the Northern District of California against Laboratory Corporation of America Holdings, Laboratory
Corporation of America and National Genetics Institute (collectively, the "Defendants"), seeking damages and an injunction against Defendants manufacture, use and sale of certain HIV assays for
infringing Chiron's U.S. Patent No. 6,531,276 (the "'276 patent")("Methods for Detecting Human Immunodeficiency Virus Nucleic Acid").

It
is not known when nor on what basis these matters will be resolved.

Roxane Laboratories, Inc.

In June 2003, Chiron and Children's Hospital and Regional Medical Center (collectively, the "Plaintiffs"), filed a complaint in the United States District
Court for the District of Delaware against Roxane Laboratories, Inc. ("Roxane") seeking damages and an injunction against Roxane's manufacture, use and sale or importation of an alleged generic
version of Chiron's tobramycin solution for inhalation (TOBI®) described in Roxane's Abbreviated New Drug Application No. 65-105, for infringing Chiron's U.S. Patent No. 5,508,269
(the "'269 patent")("Aminoglycoside Formulation for Aerosolization"). Plaintiffs also seek a judgment providing that the effective date of any U.S. Food and Drug Administration approval for Roxane to
make, use, sell or import said generic be no earlier than the date on which the '269 patent expires. In August 2003, Roxane filed a counterclaim seeking to invalidate the '269 patent, and a
declaration of non-infringement.

It
is not known when nor on what basis this matter will be resolved.

Sorin Biomedica/Snia

In June 1994, Sorin Biomedica S.p.A. ("Sorin") filed a lawsuit with the Court of Milan, Italy against Chiron and Ortho Diagnostic Systems S.p.A. seeking a
declaration of nullity and non-infringement of the Italian counterpart to Chiron's European Patent 0 318 216 (the "'216 patent") claiming hepatitis C virus immunodiagnostic technology.
Chiron denied Sorin's allegations and filed a counterclaim seeking a declaration of infringement. In February 1997, the Court enjoined Sorin from manufacturing or selling hepatitis C virus
immunoassay kits in Italy. After Sorin made further objections, the Court ruled in October 1999 that certain '216 patent claims were valid and that Sorin's hepatitis C virus immunoassay
infringed the '216 patent. In June 2000, the European Patent Office Technical Board Of Appeals upheld the validity of the '216 patent in an amended form which deleted claims that Chiron alleged
to have been infringed by Sorin. In December 2000, Snia S.p.A., Sorin's parent company, filed an appeal in the Court of Milan asking the Court to declare the Italian portion of the '216 patent
null and void and to award Snia damages. In March 2001, Chiron denied Snia's allegations and asked the Court to dismiss the case. In May 2002, the Court of Appeal of Milan

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declared
that Snia's claims were inadmissible and dismissed Snia's appeal. In July 2003, Snia filed an appeal before the Supreme Court.

In
January 2002, Chiron filed a complaint against Snia in the Court of Milan asserting that Snia's manufacture and sale of certain hepatitis C virus immunodiagnostics infringe the
'931 patent. Chiron seeks a declaration of infringement based on the '931 patent, as well as damages. Trial is currently scheduled for December 1, 2004.

It
is not known when nor on what basis these matters will be resolved.

Sysmex Corporation

In March 2001, Chiron filed a complaint and petition for preliminary injunction with the Osaka District Court in Japan against Sysmex Corporation
("Sysmex") seeking damages and an injunction against Sysmex's manufacture and sale of the Ranream HCV II Ex kit for infringing Chiron's Japanese Patent No. 2733138 (the "'138 patent") claiming
hepatitis C virus immunodiagnostic technology. Sysmex denied the infringement allegations and filed two invalidation appeals with the Japanese Patent Office Board of Appeals against the '138 patent.
In February 2003, the Japanese Patent Office Board of Appeals, ruling on one of the invalidation appeals, found that the '138 patent was invalid. In May 2003, Chiron filed an appeal of
the invalidation judgment before the Tokyo High Court. Furthermore, the second invalidation appeal has been stayed pending Chiron's appeal to the Tokyo High Court.

It
is not known when nor on what basis these matters will be resolved.

Item 4. Submission of Matters to a Vote of Security Holders

(i)    The
following votes were cast for or were withheld with respect to each of the nominees for director:

DIRECTORS

FOR

WITHHELDClass of 2005J. Richard Fredericks

166,099,732

1,490,167Howard H. Pien

165,301,325

2,288,574Class of 2006Raymund Breu

160,906,114

6,683,785Seán P. Lance

165,616,588

1,973,311Denise M. O'Leary

164,553,029

3,036,870Pieter J. Strijkert

161,432,140

6,157,759


All
nominees were declared to have been elected as directors to hold their respective offices until the Annual Meeting of Stockholders in the years 2005 and 2006 as noted above. No
abstentions or broker non-votes were cast for the election of directors.

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The
following directors shall continue in office after Chiron's Annual Meeting of Stockholders held on May 15, 2003: Vaughn D. Bryson, Pierre E. Douaze and Edward E. Penhoet shall
continue in office until the Annual Meeting of Stockholders in the year 2004; and Lewis W. Coleman, Paul L. Herrling and William J. Rutter until the Annual Meeting of Stockholders in the year 2005.

(ii)   With
respect to the proposal to ratify the appointment of Ernst & Young LLP as Chiron's independent auditors, 163,368,164 votes were cast for the proposal,
3,279,821 votes were cast against the proposal, and 941,914 votes abstained. No broker non-votes were cast in connection with the proposal. The selection of Ernst & Young LLP as the
Chiron's independent auditors for the year ending December 31, 2003 was declared to have been ratified.

Item 6. Exhibits and Reports on Form 8-K

| |  | Exhibit
Number |  | Exhibit                                                                                                                                                                                                                                                                                       
| |  | -------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 3.01           |  | Restated Certificate of Incorporation of Chiron, as filed with the Office of the Secretary of State of Delaware on August 17, 1987, incorporated by reference to Exhibit 3.01 of Chiron's report on Form 10-K for fiscal year
1996.                                                           
| |  | 3.02           |  | Certificate of Amendment of Restated Certificate of Incorporation of Chiron, as filed with the Office of the Secretary of State of Delaware on December 12, 1991, incorporated by reference to Exhibit 3.02 of Chiron's report on Form 10-K for fiscal
year 1996.                             
| |  | 3.03           |  | Certificate of Amendment of Restated Certificate of Incorporation of Chiron, as filed with the Office of the Secretary of State of Delaware on May 22, 1996, incorporated by reference to Exhibit 3.04 of Chiron's report on Form 10-Q for the period
ended June 30, 1996.                    
| |  | 3.04           |  | Bylaws of Chiron, as amended, incorporated by reference to Exhibit 3.04 to Chiron's report on Form 10-K for fiscal year 2000.                                                                                                                                                                 
| |  | 4.01           |  | Indenture between Chiron and State Street Bank and Trust Company, dated as of June 12, 2001, incorporated by reference to Exhibit 4.01 of Chiron's report on Form 10-Q for the period ended June 30, 2001.                                                                                    
| |  | 4.02           |  | Registration Rights Agreement between Chiron and Merrill Lynch & Co., Inc., and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, incorporated by reference to Exhibit 4.02 of Chiron's report on Form 10-Q for the period ended June 30,
2001.                                            
| |  | 4.03           |  | Form of Liquid Yield Option Note due 2031 (Zero CouponSenior) (included as exhibits A-1 and A-2 to the Indenture filed as Exhibit 4.01 above), incorporated by reference to Exhibit 4.03 of Chiron's report on Form 10-Q for the period ended
June 30, 2001.                                
| |  | 4.04           |  | Reserved.                                                                                                                                                                                                                                                                                     
| |  | 10.004         |  | Second Amendment between BNP Paribas Leasing Corporation, a Delaware corporation (as successor in interest to BNP Leasing Corporation) ("BNPLC"), and Chiron, dated July 1, 2003.                                                                                                             
| |  | 10.102         |  | Amended and Restated Revolving Credit Agreement, dated as of August 13, 2002 (the "Credit Agreement"), by and between Chiron and Bank of America, N.A. (the "Bank"), and exhibits thereto, incorporated by reference to Exhibit 10.102 of Chiron's report
on Form 10-Q for September 30, 2002.
| |  |                |  |                                                                                                                                                                                                                                                                                               

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| |  | 10.212 |  | Contract Manufacturing Agreement dated as of June 12, 2003 between Chiron S.r.l., Chiron Behring GmbH & Co., and SynCo Bio Partners B.V. (We have omitted certain information from the Agreement and filed it separately with the Securities and
Exchange Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)                                   
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.213 |  | FDA Compliance Agreement dated as of June 12, 2003 between Chiron S.r.l, Chiron Behring GmbH & Co and SynCo Bio Partners B.V. (We have omitted certain information from the Agreement and filed it separately with the Securities and Exchange
Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)                                              
| |  | 10.321 |  | Blood Screening HCV Probe License AgreementEuropean Union dated effective as of July 1, 2003, between Chiron, F. Hoffmann-La Roche Ltd., and Roche Molecular Systems, Inc. (We have omitted certain information from the Agreement and filed it
separately with the Securities and Exchange Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)
| |  | 10.322 |  | Blood Screening HIV Probe License AgreementEuropean Union dated effective as of July 1, 2003, between Chiron, F. Hoffmann-La Roche Ltd., and Roche Molecular Systems, Inc. (We have omitted certain information from the Agreement and filed it
separately with the Securities and Exchange Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)
| |  | 10.323 |  | HCV Probe License and Option AgreementEuropean Union dated effective as of July 1, 2003, between Chiron, F. Hoffmann-La Roche Ltd., and Roche Molecular Systems, Inc. (We have omitted certain information from the Agreement and filed it
separately with the Securities and Exchange Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)     
| |  | 10.324 |  | HIV Probe License and Option AgreementEuropean Union dated effective as of July 1, 2003, between Chiron, F. Hoffmann-La Roche Ltd., and Roche Molecular Systems, Inc. (We have omitted certain information from the Agreement and filed it
separately with the Securities and Exchange Commission pursuant to our request for confidential treatment under Rule 24b-2. We have identified the omitted confidential information by the following statement: "Confidential Treatment Requested".)     
| |  | 10.501 |  | Chiron 1991 Stock Option Plan, as amended August 14, 1993, April 11, 1994, February 24, 1995, March 8, 1996, February 28, 1997, August 7, 1998, August 20, 1999, February 25, 2000, September 21, 2000, February 16, 2001 and June 30 2003.
*                                                                                                                                                                                                                                                        
| |  | 10.518 |  | Nominating and Corporate Governance Committee Charter.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | 10.528 |  | Amendment dated May 16, 2003 to Governance Agreement dated as of November 20, 1994, between Chiron and Novartis AG as successor-in-interest to Ciba-Gigy Limited.                                                                                                                                                                                                                                                                                                                                    
| |  | 31.1   |  | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                            
| |  |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |  | 31.2 |  | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   
| |  | 32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   





On
April 23, 2003, Chiron filed a Current Report on Form 8-K, furnishing under Item 9, Chiron's preliminary results for its first quarter ended March 31,
2003, via a press release.

On
May 19, 2003, Chiron filed a Current Report on Form 8-K, reporting under Item 5, that its indirect wholly-owned subsidiary, Chiron UK-1 Limited,
had announced a cash tender offer to acquire all of the issued and to be issued share capital of PowderJect Pharmaceuticals plc for 550 pence per share subject to certain conditions.

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CHIRON CORPORATION    June 30, 2003    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Chiron has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

|                      |  | CHIRON CORPORATION
|--------------------- |  | ------------------
|DATE: August 12, 2003 |  | BY:               
|DATE: August 12, 2003 |  | BY:               

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