exv10w86



 






	 	 	 
	 

	 	***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
And 240.24b-2






Exhibit 10.86









June 11, 1998




Mr. Seán P. Lance

President and Chief Executive Officer

Chiron Corporation

4560 Horton Street

Emeryville, California 94608.




Dear Seán:




     1.     Gen-Probe delivers this letter to you following the signing of the Agreement dated June 11,
1998 between Chiron and Gen-Probe.



     2.     By this letter and subject to Chiron’s written acceptance of the terms of this letter,
Gen-Probe hereby consents, pursuant to Section 15.3.1 of the Agreement, to Chiron’s assignment of
its rights under this Agreement with respect to the Products for the Blood Screening Field to any
transferee, other than the parties identified in Paragraph 4, below, provided that such transferee
is reasonably capable of performing all of Chiron’s obligations in connection therewith and
provided that such transferee receives a license from Chiron of the Chiron IP Rights as reasonably
necessary to perform all obligations of Chiron in connection therewith. As to all other parties
and as to the parties identified in Paragraph 4, Gen-Probe expressly withholds its consent.



     3.     By this letter and subject to Chiron’s written acceptance of the terms of this letter,
Gen-Probe also hereby consents, pursuant to Section 15.3.1 of the Agreement, to Chiron’s assignment
of its rights under this Agreement with respect to the Products for the Clinical Diagnostic Field
to any transferee, other than the parties identified listed in Paragraph 4, below, provided that
such assignment is made to such transferee in connection with the transfer to such party of all or
a majority of Chiron’s business with respect to nucleic acid probes for clinical diagnostics and
provided that such transferee receives a license from Chiron of the Chiron IP Rights as reasonably
necessary to perform all obligations of Chiron in connection therewith. As to all other parties
and as to the parties identified in Paragraph 4, Gen-Probe expressly withholds its consent.



     4.     Chiron shall have no right to directly or indirectly assign or otherwise transfer its
rights and obligations with respect to the Blood Screening Products or its rights and obligations
with respect to the Clinical Diagnostic Products (whether voluntarily, by operation of law or
otherwise) to any of the following (or their respective Affiliates) : [...***...], Notwithstanding



***Confidential Treatment Requested




 









 





Mr. Seán P. Lance

June 11, 1998

Page 2



the foregoing, Gen-Probe consents to an assignment under Paragraphs 1 or 2 to [...***...] if
1) [...***...] and 2) [...***...] ([...***...]) is the largest single shareholder.




     5.     The rights granted herein are personal to Chiron and shall not be assignable.



     6.     This letter is expressly subject to the condition that Chiron agree, by signing and
accepting this letter, that Gen-Probe’s withholding of consent to any transfer to the parties
identified in Paragraph 4 is not unreasonable, pursuant to Section 15.3.1 of the Agreement, as of
the date of this letter and will not be unreasonable in the future absent some material change of
circumstance involving a party identified in Paragraph 4 which would be sufficient, in light of all
of the circumstances, to cause Gen-Probe’s withholding of consent to become unreasonable.



     7.     This letter is expressly subject to the condition that the conditions precedent in Article
14 of the Agreement are satisfied, and that Chiron countersign this letter without making any
modification.



     8.     If this letter accurately sets forth your understanding of the terms of the parties’
agreement on this issue, please sign and return a copy of the letter.



	 	 	 	 	 
	 	Very truly yours,





GEN-PROBE INCORPORATED

 	 
	 	By  	/s/ Henry L. Nordhoff
 	 
	 	 	     Henry L. Nordhoff 	 
	 	 	     President and Chief

     Executive Officer 	 
	 




     The terms set forth above are hereby accepted.



	 	 	 	 	 
	 	CHIRON CORPORATION

 	 
	 	By  	/s/ Seán P. Lance
 	 
	 	 	     Seán P. Lance 	 
	 	 	     President and Chief

     Executive Officer 	 
	 



***Confidential Treatment Requested