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                                                                   EXHIBIT 10.64

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 12,
2002 (the "Effective Date") by and between Gen-Probe Incorporated, a Delaware
corporation with offices at 10210 Genetic Center Drive, San Diego, California
92121 ("Gen-Probe"), and [NAME] (the "Executive").

         WHEREAS, the Executive is currently employed as an officer of
Gen-Probe;

         WHEREAS,  prior to September 15, 2002,  Gen-Probe  was a  wholly-owned
subsidiary of Chugai Pharmaceutical Co., Ltd.;

         WHEREAS, Chugai distributed its Gen-Probe shareholdings to its
shareholders in a "spin off" transaction on September 15, 2002; and

         WHEREAS, the Board of Directors of Gen-Probe (the "Board"), having
considered the proposed spin-off transaction and other circumstances, deems it
in the best interest of Gen-Probe to offer this Agreement to the Executive and
the Executive desires to enter into this Agreement.

         ACCORDINGLY, the parties hereto agree as follows:

1.       TERM OF EMPLOYMENT. This Agreement shall be immediately effective. This
         Agreement, and Executive's employment hereunder, shall be for an
         indefinite term. At any time during the term of this Agreement, either
         party may terminate this Agreement, and Executive's employment, in
         accordance with the provision of Sections 6 and 7 of this Agreement.

2.       POSITION AND DUTIES. The Executive shall serve as [TITLE] of Gen-Probe,
         and shall have commensurate responsibilities and authority. The Board
         of Directors may from time to time particularly specify the Executive's
         duties and authority. The Executive shall not engage in or perform
         duties for any other persons or entities that interfere with the
         performance of his duties hereunder. Any outside board of director
         positions held by the Executive will be subject to approval by the
         Board of Directors of Gen-Probe.

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3.       SALARY, BONUS AND BENEFITS.

         (a) SALARY. During the period of the Executive's employment, Gen-Probe
             shall pay him an annual base salary at the rate the Executive is
             being paid as of the Effective Date. This base salary may be
             adjusted annually by the Board, subject to the terms of this
             Agreement and consistent with the Executive's performance and
             Gen-Probe's policy regarding adjustments in officer compensation
             established from time to time by the Board.

         (b) BONUS. In addition, at the Board's discretion, the Executive may be
             awarded incentive compensation, in the form of a cash bonus for
             each fiscal year during his employment, based upon performance.

         (c) BENEFITS. The Executive shall be entitled to participate in the
             employee benefit programs (including but not limited to medical,
             dental, life and disability insurance, 401K retirement plan, and
             vacation program), which may be adopted and maintained by
             Gen-Probe. The Executive may receive such other and additional
             benefits as the Board may determine from time to time in its sole
             discretion.

4.       EXPENSE REIMBURSEMENT. The Executive shall be entitled to receive
         prompt reimbursement for all reasonable and customary expenses incurred
         by him in performing services hereunder, including all expenses of
         travel and living expenses while away from home on business or at the
         request of, and in the service of Gen-Probe; provided, that such
         expenses are incurred and accounted for in accordance with the policies
         and procedures established by Gen-Probe.

5.       INDEMNIFICATION. Gen-Probe shall indemnify the Executive to the maximum
         extent permitted by law and by the by-laws of Gen-Probe if the
         Executive is made a party, or threatened to be made a party, to any
         threatened or pending legal action, suit or proceeding, whether civil,
         criminal, administrative or investigative, by reason of the fact that
         the Executive is or was an officer, director or employee of Gen-Probe
         or any subsidiary or affiliate thereof, in which capacity the Executive
         is or was serving at Gen-Probe's request, against reasonable expenses
         (including reasonable attorneys' fees), judgments, fines and settlement
         payments incurred by him in connection with such action, suit or
         proceeding.

6.       TERMINATION. The Executive may terminate his employment hereunder at
         any time, with or without Good Reason (as defined below) upon written
         notice to Gen-Probe. If Executive contends that Good Reason exists for
         his termination, such notice shall specifically and expressly state the
         grounds which he contends constitute Good Reason. Gen-Probe may
         terminate the Executive's employment hereunder at any time, subject to
         the terms of this Agreement, with or without Cause (as defined below)
         upon written notice to the Executive. If this Agreement is terminated,
         all compensation and benefits other than severance benefits

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         described in Section 7 below, to the extent applicable, shall
         immediately cease, except that the Executive will be entitled, through
         the date of termination, to payment of his salary and benefits under
         Gen-Probe benefit programs and plans in accordance with their terms.

         As used in this Agreement, "Good Reason" shall mean any of the
         following events that are not consented to by the Executive: (i) a
         substantial and material diminution in the Executive's duties and
         responsibilities hereunder; (ii) the location of the Executive's
         assignment on behalf of Gen-Probe is moved to a location more than 30
         miles from its present location; (iii) a reduction of more than ten
         percent (10%) in the Executive's base salary or in the Executive's
         benefits received from Gen-Probe; (iv) the failure of Gen-Probe to
         obtain a satisfactory agreement from any other successor to Gen-Probe
         to assume and agree to perform this Agreement; or (iv) a material
         breach by Gen-Probe of its obligations under this Agreement after
         notice in writing from the Executive and a reasonable opportunity for
         Gen-Probe to cure or substantially mitigate any material adverse effect
         of such breach. The Executive's consent to any event which would
         otherwise constitute Good Reason shall be conclusively presumed if the
         Executive does not exercise his rights to terminate this Agreement for
         Good Reason under this section within ninety (90) days of notice of the
         event.

         As used in this Agreement, "Cause" shall mean any of the following
         events: (i) any act of gross or willful misconduct, fraud,
         misappropriation, dishonesty, embezzlement or similar conduct on the
         part of Executive; (ii) the Executive's conviction of a felony or any
         crime involving moral turpitude (which conviction, due to the passage
         of time or otherwise, is not subject to further appeal); (iii) the
         Executive's misuse or abuse of alcohol, drugs or controlled substances
         and failure to seek and comply with appropriate treatment; (iv) willful
         and continued failure by the Executive to substantially perform his
         duties under this Agreement (other than any failure resulting from
         disability or from termination by the Executive for Good Reason) as
         determined by a majority of the Board after written demand from the
         Board of Directors for substantial performance is delivered to the
         Executive, and the Executive fails to resume substantial performance of
         his duties on a continuous basis within 30 days of such notice; (vi)
         the death of the Executive; or (vii) the Executive becoming disabled
         such that he is not able to perform his usual duties for Gen-Probe for
         a period in excess of six (6) consecutive calendar months.

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7.       SEVERANCE BENEFITS IN CERTAIN EVENTS. If Gen-Probe terminates the
         Executive's employment for reasons other than Cause, or if the
         Executive terminates his employment for Good Reason, the Executive
         shall be entitled to receive as liquidated damages, the following
         severance benefits:

         (a) SALARY. The Executive shall continue to receive his base salary, at
             the rate in effect at the time of his termination of employment, in
             monthly installments commencing the first day of the first month
             following termination and continuing for an aggregate period of
             twelve (12) months (the "Salary Continuation Period"); provided,
             however, that if termination under this Section 7 occurs in
             connection with a Change in Control, then the Executive shall
             receive a single lump sum payment, payable within 10 days of
             termination, equal to eighteen (18) months' base salary.

             For purposes of this Agreement, "Change in Control" shall have the
             meaning set forth on Attachment "1" to this Agreement (hereby
             incorporated by reference). For purposes of this Agreement, a
             termination shall be "in connection with" a Change in Control if
             termination occurs within the period six (6) months prior to or
             eighteen (18) months after a Change in Control.

         (b) BONUS. If termination under this Section 7 occurs in connection
             with a Change in Control then the Executive shall be entitled to
             receive, in lieu of the bonus provided in Section 3(b) and in
             addition to the salary payment described in Section 7(a), above, an
             amount equal to 1.5 times the greater of (i) the Executive's
             targeted level bonus in the year of the termination, or (ii) the
             Executive's highest discretionary bonus in the preceding three
             years. The amount payable shall be paid in the same manner as and
             on the same schedule as the salary compensation paid under
             subsection (a) above. No bonus compensation shall be payable under
             this section 7 unless termination occurs in connection with a
             change in control.

         (c) HEALTH CARE AND LIFE INSURANCE COVERAGE. Continued health care
             coverage under Gen-Probe's medical plan will be provided, without
             charge, to the Executive and his eligible dependents until the
             earlier of (i) one (1) year following the termination date or (ii)
             the first date that the Executive is covered under another
             employer's health benefit program providing substantially the same
             or better benefit options to the Executive without exclusion for
             any pre-existing medical condition. The period of time medical
             coverage continues under this agreement will be counted as coverage
             time under COBRA. Gen-Probe will pay the premium for continued life
             insurance coverage, if any, that the Executive may have elected
             under Gen-Probe's Life Insurance and Supplemental Life Insurance
             plan, subject to payment by the Executive of the portion of such
             premium not contributed by Gen-Probe under such plan, during the
             Salary Continuation Period.

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         (d) 401(K) PLAN. The Executive's interest in any unvested contributions
             made by Gen-Probe to the Executive's 401(k) account shall vest as
             of the date of termination.

         (e) OUTPLACEMENT SERVICES. Gen-Probe agrees to provide Executive with
             outplacement services during the first six months of the Salary
             Continuation Period.

         (f) TAX MATTERS. All compensation described in this Section 7 will be
             subject to Gen-Probe's collection of all applicable federal, state
             and local income and employment withholding taxes. If any excise
             tax is imposed under Section 4999 in connection with the
             compensation described in this Section 7 and/or in connection with
             the acceleration upon severance of any stock options granted by
             Gen-Probe to the Executive, Executive shall be solely responsible
             for any such excise tax.

         (g) RELEASE OF CLAIMS. Gen-Probe's obligation to make the payments and
             provide the benefits hereunder shall be conditioned upon
             Executive's execution of a release of all claims, in standard form
             and content. The release shall be mutual and shall also be signed
             on behalf of Gen-Probe.

8.       MISCELLANEOUS.

         (a) ARBITRATION. Executive and Gen-Probe agree that any and all claims
             or disputes that in any way relate to or arise out of Executive's
             employment with Gen-Probe or the termination of such employment
             (including but not limited to claims under this Agreement or any
             other contract, tort claims, and statutory claims of employment
             discrimination, retaliation or harassment) shall be resolved
             exclusively through final and binding arbitration in San Diego,
             California. Executive and Gen-Probe waive any rights to a jury
             trial in connection with such claims or disputes. The costs of the
             arbitration, including the fees of the arbitrator, shall be borne
             exclusively by Gen-Probe. Any such arbitration shall take place in
             San Diego, California and shall be conducted by a single neutral
             arbitrator who shall be a retired federal or state judge, to be
             appointed by Judicial Arbitration and Mediation Services ("JAMS")
             in accordance with JAMS rules. The applicable procedural rules of
             JAMS shall govern the arbitration. The arbitrator's decision shall
             be delivered in writing and shall disclose the essential findings
             and conclusion on which the arbitrator's decision is based. The
             parties shall be permitted to conduct adequate discovery to allow
             for a full and fair exploration of the issues in dispute in the
             arbitration proceeding. The arbitrator may grant any relief which
             otherwise would have been available to the parties in a court
             proceeding. The decision and award of the arbitrator shall be final
             and binding, and judgment upon the arbitrator's award may be
             entered by any court of competent jurisdiction.

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         (b) GOVERNING LAW. This Agreement shall be construed and enforced in
             accordance with and be governed by the laws of the State of
             California.

         (c) ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement
             and understanding between the Executive and the Company on the
             subject matter hereof, and supersedes any other negotiations,
             agreements, understandings, oral agreements, representations and
             past or future practices whether written or oral. No provision of
             this Agreement may be amended, supplemented, modified, cancelled,
             or discharged unless such amendment, supplement, modification,
             cancellation or discharge is agreed to, in writing, signed by the
             Executive and a duly authorized officer of the Company (other than
             the Executive); and no provisions hereof may be waived, except in
             writing, so signed by or on behalf of the party granting such
             waiver.

         (d) VALIDITY. The invalidity or unenforceability of any provision or
             provisions of this Agreement shall not affect the validity or
             enforceability of any other provision of this Agreement, which
             shall remain in full force and effect.

         (e) NOTICES. For the purposes of this Agreement, notices, demands and
             all other communications provided for in this Agreement shall be in
             writing and shall be deemed to have duly given when personally
             delivered or mailed by United States certified or registered mail,
             return receipt requested, postage prepaid, addressed as follows:

             If to the Executive:

                                           [ADDRESS]

             If to Gen-Probe:

                                           President and Chief Executive Officer
                                           Gen-Probe Incorporated
                                           10210 Genetic Center Drive
                                           San Diego, California 92121

                             With a copy to:

                                           Vice President, Administration
                                           Gen-Probe Incorporated
                                           10210 Genetic Center Drive
                                           San Diego, California 92121

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         (f) SUCCESSORS. Gen-Probe will require any successor (whether direct or
             indirect, by purchase, merger, consolidation or otherwise) to all
             or substantially all the business and/or assets of Gen-Probe, by
             agreement in form and substance satisfactory to the Executive,
             expressly to assume and agree to perform this Agreement in the same
             manner and to the same extent that Gen-Probe would be required to
             perform it if no such succession had taken place. This Agreement
             and all rights under the Agreement shall be binding upon and shall
             inure to the benefit of and be enforceable by the party's personal
             or legal representatives, executors, administrators, heirs, and
             successors.

         (g) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall be construed
             as giving the Executive any rights to continued employment with
             Gen-Probe, and Gen-Probe shall continue to have the right to
             terminate the Executive's employment at any time, with or without
             cause, subject to the provisions of this Agreement.

         In witness whereof, the parties have executed this Agreement.

Executive:                                  Gen-Probe Incorporated:

____________________________                By __________________________
[NAME]                                      Henry L. Nordhoff
                                            Chairman, President and
                                            Chief Executive Officer

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                                 ATTACHMENT "1"

                        DEFINITION OF "CHANGE IN CONTROL"

         Change in Control. "Change in Control" shall mean a change in ownership
or control of the Company effected through any of the following transactions:

         (a)      any person or related group of persons (other than the Company
or a person that, prior to such transaction, directly or indirectly controls, is
controlled by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities by means of
any transaction or series of transactions; or

         (b)      there is a change in the composition of the Board over a
period of thirty-six (36) consecutive months (or less) such that a majority of
the Board members (rounded up to the nearest whole number) ceases, by reason of
one or more proxy contests for the election of Board members, to be comprised of
individuals who either (i) have been Board members continuously since the
beginning of such period or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or
nomination was approved by the Board; or

         (c)      the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity or another entity) more than 66-2/3% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; provided, however,
that a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more than 25% of
the combined voting power of the Company's then outstanding voting securities
shall not constitute a Change in Control; or

         (d)      the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

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Schedule to Exhibit 10.64

The preceding form of Employment Agreement was entered into between the Company
and the following individuals:
<TABLE>
<CAPTION>
NAME                  TITLE                                                     EXECUTION DATE
<S>                   <C>                                                       <C>
Niall Conway          Executive Vice President - Sales and Operations           November 12, 2002
James H. Godsey       Executive Vice President - Development                    November 12, 2002
Daniel L. Kacian      Executive Vice President and Chief Scientist              November 12, 2002
R. William Bowen      Vice President and General Counsel                        November 12, 2002
Glen Paul Freiberg    Vice President - Regulatory, Quality &
                              Government Affairs                                November 12, 2002
Lynda A. Merrill      Executive Vice President - Commercialization,
                              Molecular Light Technology Limited                January 1, 2004
Larry T. Mimms        Vice President - Strategic Planning and Business
                              Development                                       November 12, 2002
Herm Rosenman         Vice President, Finance and Chief Financial Officer       November 12, 2002
Robin L. Vedova       Vice President - Administration                           November 12, 2002
</TABLE>