EXHIBIT 10.314
AMENDMENT NO. 2
TO
AGREEMENT BETWEEN GEN-PROBE INCORPORATED AND CHIRON
CORPORATION
This Amendment is made effective as of February 1, 2000, to the
Agreement between Gen-Probe Incorporated and Chiron Corporation dated as of June
11, 1998, as previously amended (the "Agreement").
The parties hereby agree to amend the Agreement as follows:
1. DEFINITIONS. Capitalized terms not defined in this Amendment
shall have the meanings set forth in the Agreement.
2. APPLICABLE TO CHIRON AND GEN-PROBE ONLY. [PROVISION ASSIGNED].
Chiron retained all rights and obligations under the Agreement with respect
to the Blood Screening Field. This Amendment is effective as between Chiron
and Gen-Probe, [PROVISION ASSIGNED].
3. CONFIDENTIALITY AND INVENTION OWNERSHIP.
A. Section 1.23 of the Agreement is hereby amended by placing a
period (".") after the word "Agreement" at the end of clause (ii) in the first
paragraph, and deleting the following words:
"and (iii) marked, identified as, or otherwise acknowledged to
be confidential at the time of disclosure to the other party."
B. Section 8.1 of the Agreement is hereby amended by deleting the
following sentence at the end of the Section:
"Notwithstanding the foregoing and Section 1.23, unless otherwise
mutually agreed in writing, neither party shall have any obligation
to the other party pursuant to this Article 8 or pursuant to Article
9 with respect to use of Confidential Information of the Disclosing
Party unless, prior to disclosure, such Confidential Information is
specifically identified in writing to the Receiving Party and the
Receiving Party agrees in writing to accept such Confidential
Information."
Page 1 of 2
C. Section 9.1.4(b) of the Agreement is hereby amended to read in
full as follows:
"(b) was made through or with, and would not have been made but for,
the Inventing Party's use of Confidential Information of the other
party (the "Disclosing Party"), if such information was confidential
when the invention was made."
By the signatures of their authorized officers below, Gen-Probe and
Chiron adopt this amendment as of February 1, 2000.
CHIRON CORPORATION GEN-PROBE INCORPORATED
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXXXXX
------------------ ----------------------
Xxxxx X. Xxxxxxxx
Title: President, President and
Blood Testing Chief Executive Officer
Chiron
Page 2 of 2
