Cross-License Agreement (2002)Full Document 

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                             CROSS-LICENSE AGREEMENT

     This Agreement ("Agreement") made and entered into as of May 13, 1998
("Effective Date"), by and between SHIONOGI & CO., LTD., a Japanese corporation
having a principal place of business at 1-8, Doshomachi 3-chome, Chuo-Ku, Osaka
541-0045, Japan ("Shionogi"), and SCIOS INC., a Delaware corporation with a
principal place of business at 820 West Maude Avenue, Sunnyvale, CA 94085,
U.S.A. ("Scios"),

                                   WITNESSETH:

     WHEREAS, Scios owns or controls the patent rights listed on Appendix A (the
"Scios Patents Rights") related to the human protein known as B-type natriuretic
peptide ("BNP");

     WHEREAS, Shionogi owns or controls the patent rights listed on Appendix B
(the "Shionogi Patent Rights") related to BNP;

     WHEREAS, as a means to avoid a protracted period of uncertainty due to the
opposition of each other's patent applications and patents around the world,
Shionogi and Scios entered into a brief Patent Agreement dated April 28, 1998
(the "April Agreement") setting forth the terms of an exchange of patent rights
between Shionogi and Scios related to BNP. The April Agreement stipulates, among
other things, that further agreements may be prepared by the parties to more
fully set forth the understanding contained in the Patent Agreement; and

     WHEREAS, the parties, through good faith negotiations, have now reached
agreement on the definitive terms to implement the April Agreement.

     NOW, THEREFORE, in consideration of the premises and the material promises
and covenants contained herein, Shionogi and Scios agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

     As used in this Agreement, the following terms (the singular may include
the plural and vice versa) shall have the following meanings:

     1.1 "Affiliate" means, as to a party to this Agreement, any corporation,
company, partnership, joint venture or other entity which controls, is
controlled by, or is under common control with, such party. For purposes of this
Article 1.1, control shall mean, without limitation: (a) in the case of
corporate entities, the direct or indirect ownership of at least fifty percent
(50%) of the stock or participating shares entitled to vote for the election of
directors; and (b) in the case of a partnership, the power customarily held by a
general partner to direct the management and policies of such partnership;
provided, however, in the circumstance where the country of incorporation of
such owned or controlled corporation requires that maximum foreign ownership be
less than 50%, the maximum permitted percentage of foreign ownership shall be
substituted in this paragraph for 50%.

*****  Confidential portions of this material have been omitted and filed
       separately with the Securities and Exchange Commission.

                                        1

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Confidential Treatment Requested

     1.2  "Diagnostic Product" means any in vitro diagnostic test, reagent(s),
kit or component thereof specifically used to measure levels of BNP in
biological fluids.

     1.3  "Therapeutic Product" means any pharmaceutical therapeutic product
intended to treat a disease or condition in humans that contains any form of BNP
as an active ingredient.

     1.4  "Licensee" means the party to whom Patent Rights have been licensed
under this Agreement by the Patent Owner (as hereinafter defined).

     (A)  "Net Sales" means [*****].

     1.5  "Patent Owner" means Scios in the case of the Patent Rights listed on
Appendix A and Shionogi in the case of Patent Rights listed on Appendix B.

     1.6  "RIA Product" means an in vitro radioirnmunoassay test, reagent(s),
kit or component thereof used to measure levels of BNP in biological fluids in a
test format that employs antibodies to BNP bound to a solid support in bead
form. Specifically excluded from the definition of RIA Product is any assay
which is capable of being used to measure BNP levels in a format that is
compatible with automated instrument analyzer systems.

     1.7  "Scios Patent Rights" means those existing patents and patent
applications listed in Appendix A attached hereto and any substitutions,
extensions, reissues, renewals, divisions, continuations, continuations-in-part,
supplementary protection certificates, term restorations, inventor's
certificates and applications or patents claiming common filing priorities
therewith, and all foreign counterparts of the foregoing.

     1.8  "Shionogi Patents Rights" means those existing patents and patent
applications listed in Appendix B attached hereto and any substitutions,
extensions, reissues, renewals, divisions, continuations, continuations-in-part,
supplementary protection certificates, term restorations, inventor's
certificates and applications or patents claiming common filing priorities

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