MYRIAD GENETICS, INC.
THIS AGREEMENT, dated as of April 22, 1997, is between SCHERING CORPORATION, a New Jersey
corporation having a place of business at 2000 Galloping Hill Road, Kenilworth, New Jersey (the "Purchaser"),
and Myriad Genetics, Inc. (the "Company"), a Delaware corporation having a place of business at 320 Wakara
Way, Salt Lake City, Utah.
WHEREAS on the date hereof, the Purchaser is acquiring 129,665 shares (the "Shares") of common stock, $.01
par value per share ("Common Stock"), of the Company pursuant to the terms of a Stock Purchase Agreement
dated as of the date hereof (the "Stock Purchase Agreement"); and
WHEREAS the execution and delivery of this Agreement by the Purchaser is a condition precedent to the
Company's obligations under the Stock Purchase Agreement and a Research Collaboration and License
Agreement (the "Collaboration Agreement") among the parties and Schering-Plough Ltd. dated as of the date
hereof (the parties hereby acknowledging that, solely for purposes of Section 3.09 hereof, the term
"Collaboration Agreement" shall mean the "Research Term" as defined in Section 2.8 of the Collaboration
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements set forth
herein and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
REPRESENTATIONS AND WARRANTIES
The Purchaser hereby represents and warrants to the Company as follows:
(a) The Purchaser has full legal right, power and authority to enter into and perform this Agreement. The
execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action on behalf of such Purchaser.
This Agreement is a valid and binding obligation of the Purchaser enforceable against it in accordance wi