**EXHIBIT 10.334**

**AMENDMENT NO. 8 TO**

**AGREEMENT**

 

This Amendment No. 8 (“**Amendment No. 8**”) is entered into effective as of February 8,2006 (the “**Amendment Effective Date**”),pursuant to and amending that certain Agreement between Gen-Probe Incorporated,a Delaware corporation (“**Gen-Probe**”) andChiron Corporation, a Delaware corporation (“**Chiron**”).Capitalized terms used but not defined herein shall have the meanings set forthin the Agreement.

 

Recitals

 

A.                                   Theparties entered into the Agreement as of June 11, 1998 pursuant to 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.                                     TheAgreement has been previously amended and supplemented by further writtenagreements of the parties.

 

C.                                     Subsequentto the execution of the Agreement, Chiron assigned its rights and obligationswith respect to Clinical Diagnostic Products to Chiron Diagnostics Corporation(“CDC”), and sold the common stock of CDC to Bayer Corporation (CDC, BayerCorporation, and Bayer Corporation’s affiliates being collectively referred toas “Bayer”). Chiron retained all rights and obligations under the Agreementwith respect to Blood Screening Products. This amendment is effective asbetween Chiron and Gen-Probe with respect to Blood Screening Products only, andnothing herein shall affect any rights or obligations of Gen-Probe or Bayerwith respect to Clinical Diagnostic Products.

 

D.                                    Gen-Probehas previously developed an end-point detection assay for the quantitativedetection of hepatitis C virus (the “End-Point HCV QC Assay”), to be used as aquality control assay in connection with the development and manufacture ofBlood Screening Assays for HCV and Clinical Diagnostic Assays for HCV pursuantto the Agreement.

 

E.                                      Aspart of its continuous improvement program, Gen-Probe has commenceddevelopment of a next generation quality control assay using real timedetection technology (the Real Time HCV QC Assay).

 

Agreement

 

NOW, THEREFORE, for and in consideration of the mutualcovenants and agreements set forth in this Amendment No. 8, the partiesagree as follows:

 

1.                                       Unlessotherwise stated herein, all capitalized terms shall have the meaning set forthin the Collaboration Agreement.

 

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2.                                       Forthe avoidance of doubt, Chiron agrees that Gen-Probe’s development of the RealTime HCV QC Assay for use as a quality control assay, to be used for thedevelopment and manufacture of Blood Screening Assays for use in the BloodScreening Field, is authorized by and pursuant to section 3.1.5(a) andsection 3.2.6(a) of the Collaboration Agreement, and Chiron herebyexpressly consents to the development of the Real Time HCV QC Assay for use inthe Blood Screening Field.

 

3.                                       Nothingherein shall be construed as a license to develop or manufacture any productfor use in the Clinical Diagnostic Field. Gen-Probe agrees that it will notundertake any development activities with respect to the Real Time HCV QC Assaythat are unique and specific to the use of such assay in the ClinicalDiagnostic Field without the express written consent of Bayer HealthCare LLC. Byway of example and not of limitation, Gen-Probe agrees that it will notundertake any clinical studies, clinical trials, or regulatory submissions forclinical diagnostic use of the Real Time HCV QC Assay without the expresswritten consent of Bayer HealthCare LLC. Chiron shall have reasonable rights ofinspection and audit to assure Gen-Probe’s compliance with this paragraph.

 

4.                                       ThisAmendment No. 8 shall not be interpreted to suggest that the developmentand use of the Real Time HCV QC Assay, for use solely as a quality controlassay in connection with the manufacture of Clinical Diagnostic Assays, iseither authorized or not authorized pursuant to section 4.1.5(a) ofthe Collaboration Agreement.

 

5.                                       Exceptas is expressly set forth in this Amendment No. 8, all other terms andconditions of the Agreement shall continue in full force and effect.

 

6.                                       ThisAmendment No. 8 may be executed in counterparts, each of which shallbe an original, and all of which together shall constitute one and the sameinstrument.

 

INWITNESS WHEREOF, the parties have caused this Amendment No. 8 to beexecuted and the persons signing below warrant that they are duly authorized tosign for and on behalf of the respective parties.

 

 
| **Gen-Probe**:                                                         |                   | **Chiron**:                                      |   |
|------------------------------------------------------------------------|------------------------|--------------------------------------------------|--------|
| ** **                                                             |                   | ** **                                       |   |
| ** **                                                             |                   | ** **                                       |   |
| **GEN-PROBE  INCORPORATED**,  a Delaware corporation    |                   | **CHIRON  CORPORATION**,  a Delaware corporation |   |
| ** **                                                             |                   | ** **                                       |   |
| ** **                                                             |                   | ** **                                       |   |
| By:                                                                    | /s/ Henry L.  Nordhoff | ** **                                       |   | By: | /s/ Gene W.  Walther | ** ** |   |
| Its: President &  Chief Executive Officer                     |                   | Its: President,  Chiron Blood Testing            |   |
| Date: February 22,  2006                                          |                   | Date: February 10,  2006                    |   |
|                                                                        |                        |                                                  |        |  |  |  |  |

 

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