MODIFIED BLOOD SCREENING INSTRUMENT ? eSAS 2 ADDENDUM AMENDING AGREEMENT ENTERED INTO AS OF JUNE 11, 1998Addendum or Modifications |
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Exhibit 10.331
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CONFIDENTIAL |
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REDACTED VERSION |
[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
MODIFIED BLOOD SCREENING INSTRUMENT –
eSAS 2 ADDENDUM
AMENDING
AGREEMENT ENTERED INTO AS OF JUNE 11, 1998
BY AND BETWEEN
GEN-PROBE INCORPORATED, A DELAWARE CORPORATION
AND
CHIRON CORPORATION
effective as of January 1, 2002
TABLE OF CONTENTS
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No Liability if Commercially Reasonable Efforts Are Expended |
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Initial Analysis of Impact of Proposed Material Modification |
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5.2.3 |
Methodology |
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Right to Acquire All Rights to Manufacture and Commercialize |
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Continuance of eSAS 2 Development Program following Termination |
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8.4.5 |
Rights under Agreement |
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CONFIDENTIAL |
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REDACTED VERSION |
MODIFIED BLOOD SCREENING INSTRUMENT –
eSAS 2 ADDENDUM
This Modified Blood Screening Instrument — eSAS 2 Addendum (“eSAS 2 Addendum”) is entered into, effective as of January 1, 2002 (“Addendum Effective Date”) pursuant to and amending that certain Agreement entered into as of June 11, 1998 (“Agreement”) by and between Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe”) with a principal place of business at 10210 Genetic Center Drive, San Diego CA 92121, and Chiron Corporation, a Delaware corporation (“Chiron;” Chiron and Gen-Probe each is individually referred to as “Party” and collectively are referred to as the “Parties”) with a place of business at 4560 Horton Street, Emeryville, CA 94608.
Recitals
A.
The Parties entered into the Agreement as
of June 11, 1998. The Agreement was amended by the following:
(i) June 11, 1998 Supplemental letter agreement,
(ii) June 26, 1998 Addendum to Collaboration Agreement,
(iii) June 30, 1998 Supplemental letter agreement,
(iv) June 30, 1998 Consent, (v) December 7, 1999 Amendment
to Collaboration Agreement, (vi) February 1, 2000 Amendment
No. 2 to Collaboration Agreement, (vii) June 7, 2001 Supplemental
agreement no. 1 (Customer training and Support),
(viii) October 30, 2001 Confidentiality and Joint Interest Agreement,
(ix) April 1, 2002 Amendment No. 3 (warehousing and shipping),
(x) the Short Form Agreement dated November 16, 2001 and the Definitive
Written Settlement Agreement dated December 5, 2001, (xi) the Future Blood
Screening Assay – Ultrio Addendum dated as of January 1, 2002 (the
“Ultrio Development Addendum”), (xii) March 5, 2003 Amendment
No. 4 (Milestone for Ultrio on Tigris); (xiii) the Future Blood Screening
Assay – WNV Addendum dated as of June 1, 2003 (the “Ultrio
Development Addendum”) and (xiv) January 1, 2004 Amendment
No. 5 (Applicable Purchase Price).
B.
In the Agreement, the Parties agreed to
discuss, during the term thereof, the selection and establishment of one or
more Development Programs for one or more Blood Screening Instruments.
C.
The Parties have discussed the proposed
development of an eSAS 2 Instrument system, consisting of the following
multiple modules: (i) a front end pipettor; (ii) an automated reagent
addition station; (iii) an automated target capture bay; (iv) an
automated incubation module; and (v) a data management to track sample and
system interactions to meet customer demands of throughput and automation
required for pooled donor screening by NAT.
D.
The Parties intend that the development
of each module in the eSAS 2 Instrument system will provide improved automation
or replacement of current aging or obsolete instrument components with newer
technology, all without [***] the assay sensitivity or specificity;
subject to all the terms and conditions of this eSAS 2 Addendum, the Parties
will agree that each such module within the eSAS 2 Instrument system will be a
modification to a “Blood Screening Instrument”, as provided in
Section 3.3.7 of the Agreement.
E.
By this eSAS 2 Addendum, the Parties
desire to provide for the development of the eSAS 2 Instrument by Chiron
pursuant to the Agreement, as clarified and amended by the terms and conditions
more particularly described in this eSAS 2 Addendum.
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Agreement






