Chiron/Viagene Talks

- Chiron Corp has been discussing the acquisition of Viagene, with which it already has a collaborative research and development agreement, but these talks have been terminated without agreement. However, Chiron has bought shares in Viagene and so long as it holds at least 15% of the company's outstanding voting shares it is entitled to appoint a representative to the board. Moreover, Chiron retains certain rights under certain circumstances, including any proposed sale of all or substantially all of Viagene's assets, or any merger or similar transaction. These include the right to terminate the related development program and acquire a nonexclusive license for certain Viagene technologies necessary to the independent continuation of product development activities under the agreement.