**Exhibit 10.333**

 

**AMENDMENT NO. 7 TO****AGREEMENT**

 

This Amendment No. 7 (“**Amendment No. 7**”)is entered into effective as of May       , 2005(the “**Amendment Effective Date**”), pursuant toand amending that certain Agreement between Gen-Probe Incorporated, a Delawarecorporation (“**Gen-Probe**”) and ChironCorporation, a Delaware corporation (“**Chiron**”).Capitalized terms used but not defined herein shall have the meanings set forthin the Agreement.

 

Recitals

 

A. The parties entered into the Agreement as of June 1, 1998 pursuantto which, among other things, the parties described their respective rights andobligations with respect to the development, manufacture, marketing anddistribution of Products in the Blood Screening and Clinical Diagnostic Fields.

 

B. The Agreement has been previously amended and supplementedby further written agreements of the parties.

 

C. Subsequent to the execution of the Agreement, Chironassigned its rights and obligations with respect to Clinical DiagnosticProducts to Chiron Diagnostics Corporation (“CDC”), and sold the common stockof CDC to Bayer Corporation (CDC, Bayer Corporation, and Bayer Corporation’saffiliates being collectively referred to as “Bayer”). Chiron retained allrights and obligations under the Agreement with respect to Blood ScreeningProducts. This amendment is effective as between Chiron and Gen-Probe withrespect to Blood Screening Products only, and nothing herein shall affect anyrights or obligations of Gen-Probe or Bayer with respect to Clinical DiagnosticProducts.

 

D. The parties have discussed a revision to and clarificationof their respective rights and obligations with respect to Section 1.29, andhave agreed to make certain changes to the Agreement in connection therewith,in accordance with the provisions of this Amendment No. 7.

 

Agreement

 

NOW, THEREFORE, for and in consideration of the mutual covenants andagreements set forth in this Amendment No. 7, the parties agree as follows:

 

1. **Definition of First Commercial Sale**.Section 1.29 of the Agreement shall be and is hereby amended to read asfollows:

 

1.29 “First Commercial Sale” shall mean, with respect to anyProduct, the first sale of such Product in the United States, for use by aThird Party, after FDA license approval or clearance of such Product (andwithout considering product transfers made pursuant to an Investigational NewDrug application).

 

1

----

 

2. **No Other Amendment**.Except as is expressly set forth in this Amendment No. 7, all other terms and conditionsof the Agreement shall continue in full force and effect.

 

3.******Counterparts**. This Amendment No. 7 may be executed in counterparts, eachof which shall be an original, and all of which together shall constitute oneand the same instrument.

 

**IN WITNESS WHEREOF**, the parties have causedthis Amendment No. 7 to be executed and the persons signing below warrant thatthey are duly authorized to sign for and on behalf of the respective parties.

 

 
| **Gen-Probe**:                                | **Chiron**:                           |
|-----------------------------------------------|---------------------------------------|
|                                          |                                  |
|                                          |                                  |
| **GEN-PROBE INCORPORATED**,                   | **CHIRON CORPORATION**,               |
|                                          |                                  |
| a  Delaware corporation                       | a  Delaware corporation               |
|                                          |                                  |
| By:                                           | /s/ Hank  Nordhoff                    |   | By: | /s/ Gene  W. Walther |   |
| Its:  President & Chief Executive Officer | Its:  President, Chiron Blood Testing |
| Date: May  16, 2005                           | Date: May  20, 2005                   |
|                                               |                                       |  |  |  |  |

 

 

 

2

----