AGREEMENT









Exhibit 10.38




 




 




AGREEMENT




 




THIS SUPPLEMENTAL

AGREEMENT is made the 16th day of October 1994




 




BY AND BETWEEN




 




UNILEVER PLC, of Unilever

House, Blackfriars, London, EC4P 4BQ, England, and




 




UNILEVER NV, of Weena

455, 3013 AL, Rotterdam, The Netherlands, previously at Burgermeester

s’Jacobplain 1, Rotterdam, (hereinafter collectively called “Unilever”) of the

one part,




 




AND




 




BEHRINGWERKE AG, of

Postfach 11 40, D-3550 Marburg 1, Germany, (hereinafter called “Behringwerke”)

of the other part.




 




WHEREAS the parties

hereto executed a cross-licence agreement of 14 March 1988 (the “Prior

Agreement”) relating to immunoassay technology, and the parties desire to amend

the Prior Agreement as hereinafter set forth;




 




WHEREBY IT IS AGREED as

follows:




 




1.                                       Clause 4(I) of the Prior Agreement is

amended to read as follows:




“Subject to clause 4(2)

and 4(3) each licence granted in accordance with this Agreement is personal to

the Licensee thereof and such Licensee may not assign any licence or any

benefit granted hereunder nor grant any sublicence in respect thereof without

the written consent of the other party hereto, except as permitted according to

clause 4(4) hereof”.




2.                                       Add new clause 4(4) to the Prior

Agreement as follows:




“If either Licensee

hereto transfers to any third party all or a material and discrete portion of

its business relating to the respective Licensed Patents, that party may

transfer to such third party the licence rights granted under this Agreement

which relate solely to the business or part thereof which is so transferred,

provided that such third party previously accepts in writing to the

corresponding licensor party hereunder all relevant rights and




 




 





























 




obligations in relation to the transferred business

under this Agreement.  Any licence

rights which are transferred by virtue of this clause shall be exercisable by

the third party only in connection with the business or part hereof which is so

transferred from the Licensee, and shall not extend to any existing or to any

future activities of such third party except to the strict extend that they are

derived directly from the business so transferred”.




3.                                       The foregoing amendments are effective as

of the date first above mentioned, and subject to such amendments, the Prior

Agreement remains in full force and effect.




AS WITNESS the hands of the signatories duly

authorized to execute this Supplemental Agreement on behalf of the parties

hereto:




 




For and on behalf of UNILEVER PLC:




 




 




	

  /s/ R.V. Tate


  
	

  R.V. Tate


  
	

  (authorised signatory)


  





 




For and on behalf of UNILEVER NW:




 




	

  /s/ [illegible]


  





 




 




	

  /s/ J.P. van Gent


  
	

  J.P. van Gent


  
	

  (authorized signatory)


  





 




For and on behalf of BEHRINGWERKE AG:




 




 




	

  /s/ Veith


  	

   


  	

  /s/ Dr. Bug


  
	

  Veith


  	

   


  	

  Dr. Bug


  





 




	

   


  
	

  1 September 1994


  





 




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