This Settlement Agreement (this "Agreement"), is entered into by and between Becton Dickinson and Company,
a New Jersey corporation, whose principal place of business is at 1 Becton Drive, Franklin Lakes, New Jersey
07417 (hereinafter referred to as "BECTON") and Quidel Corporation, a Delaware corporation, whose principal
place of business is at 10165 McKeller Court, San Diego, California 92121 (hereinafter referred to as
"QUIDEL"), effective as of April 1, 1997 ("Effective Date").
WHEREAS, BECTON and QUIDEL are parties to the action Becton Dickinson and Company v. Quidel
Corporation, D.Del. Case No. 97-167 (the "Litigation"); and
WHEREAS, in the Litigation, BECTON has charged QUIDEL with infringement of U.S. Patent No. 4,703,017
and U.S. Patent No. 5,591,645; and
WHEREAS, QUIDEL denies that it has infringed the patents set forth above; and
WHEREAS, BECTON and QUIDEL desire to settle and terminate the Litigation and to cause the Litigation to
be dismissed as between the parties on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties
agree as follows:
A. LICENSE AGREEMENT AND DISMISSAL
1. Contemporaneously with the execution of this Agreement, each party shall execute and deliver to counsel for
the other party the License Agreements attached hereto as Exhibit A.
2. Upon receipt by BECTON of the payment specified in Article 4 of the Campbell License Agreement - Human
Market included in Exhibit B, BECTON shall thereafter promptly file a dismissal with prejudice of the Litigation.
B. MUTUAL RELEASES
1. For purposes of this Agreement, the term "claim" shall mean a claim, right, asserted right or cause of action,
whether in law or equity, for money damages or other relief, including costs and attorneys' fees, and whether
asserted or unasserted or known or unknown, which arose on or before the Effective Date and which is based on