CAMPBELL LICENSE AGREEMENT - HUMAN MARKET
This License Agreement (the "Agreement") is entered into and made effective this 1st day of April, 1997, (the
"EFFECTIVE DATE") 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").
WHEREAS, BECTON and QUIDEL are presently engaged in litigation involving BECTON patents in Becton
Dickinson and Co. v. Quidel Corporation, No. 97-167 (U.S. Dist. Ct., D. Del.,); and
WHEREAS, the parties wish amicably to settle their differences and terminate such litigation under the terms
hereinafter set forth.
For and in consideration of the mutual promises and covenants set forth below, BECTON and QUIDEL agree
1.1 "AFFILIATE" shall mean any corporation or other business entity controlled by, controlling or under
common control with the recited entity. For this purpose "control" shall mean direct or indirect beneficial
ownership of at least fifty-one percent (51%) of the voting stock of, or at least a fifty-one percent (51%) interest
in the income of such corporation or other business entity.
1.2 "LICENSED PATENT(S)" shall mean United States Letters Patent No. 4,703,017 and any continuation,
division, re-examination, or reissue thereof, and the foreign counterpart patents and patent applications claiming
priority thereto and any patents issuing therefrom, as set forth in Appendix A.
1.3 "PRODUCT(S)" shall mean the QUIDEL PRODUCT(S) listed in Appendix B or any product, device,
instrument, kit or component thereof, the making, using, importing, offering for sale or selling of which would, in
the absence of the license granted hereunder, infringe, contribute to the infringement of, or induce the infringement