##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  GEN-PROBE INCORPORATED
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    33-0044608
(I.R.S. Employer
Identification Number)10210 Genetic Center Drive 
San Diego, CA
(Address of Principal Executive 
Offices)
    
    92121
(Zip Code)
 (858) 410-8000
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### 



GEN-PROBE INCORPORATED
 TABLE OF CONTENTS
FORM 10-Q
 PagePART I  FINANCIAL INFORMATIONItem 1. Consolidated Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    35PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    36Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    53Item 6. Exhibits
    
    
    54SIGNATURES
    
    
    55EX-10.106EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



GEN-PROBE INCORPORATED
 
 CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    December 31,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents, including restricted cash of $16 and $17 at
March 31, 2010 and December 31, 2009, respectively
    
    $
    187,277
    
    
    $
    82,616Marketable securities
    
    
    273,606
    
    
    
    402,990Trade accounts receivable, net of allowance for doubtful accounts of $443 and $516 at
March 31, 2010 and December 31, 2009, respectively
    
    
    46,860
    
    
    
    55,305Accounts receivable  other
    
    
    5,177
    
    
    
    4,707Inventories
    
    
    59,826
    
    
    
    61,071Deferred income tax
    
    
    14,582
    
    
    
    13,959Prepaid income tax
    
    
    
    
    
    
    7,317Prepaid expenses
    
    
    16,910
    
    
    
    14,747Other current assets
    
    
    4,771
    
    
    
    4,708Total current assets
    
    
    609,009
    
    
    
    647,420Marketable securities, net of current portion
    
    
    73,404
    
    
    
    15,472Property, plant and equipment, net
    
    
    158,140
    
    
    
    157,437Capitalized software, net
    
    
    12,996
    
    
    
    12,560Goodwill
    
    
    122,171
    
    
    
    122,680Purchased intangibles, net
    
    
    105,090
    
    
    
    108,015License, manufacturing access fees and other assets, net
    
    
    64,036
    
    
    
    64,601Total assets
    
    $
    1,144,846
    
    
    $
    1,128,185LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    18,218
    
    
    $
    26,750Accrued salaries and employee benefits
    
    
    21,748
    
    
    
    27,093Other accrued expenses
    
    
    22,359
    
    
    
    18,460Income tax payable
    
    
    2,744
    
    
    
    Short-term borrowings
    
    
    240,796
    
    
    
    240,841Deferred revenue
    
    
    2,833
    
    
    
    3,527Total current liabilities
    
    
    308,698
    
    
    
    316,671Non-current income tax payable
    
    
    6,103
    
    
    
    5,958Deferred income tax
    
    
    22,522
    
    
    
    23,220Deferred revenue, net of current portion
    
    
    1,723
    
    
    
    1,978Other long-term liabilities
    
    
    5,077
    
    
    
    13,183Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value per share; 20,000,000 shares authorized, none issued and
outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 49,520,437
and 49,143,798 shares issued and outstanding at March 31, 2010 and December 31, 2009,
respectively
    
    
    5
    
    
    
    5Additional paid-in capital
    
    
    256,026
    
    
    
    242,615Accumulated other comprehensive income
    
    
    560
    
    
    
    4,616Retained earnings
    
    
    544,132
    
    
    
    519,939Total stockholders equity
    
    
    800,723
    
    
    
    767,175Total liabilities and stockholders equity
    
    $
    1,144,846
    
    
    $
    1,128,185
  3




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GEN-PROBE INCORPORATED
 
 CONSOLIDATED STATEMENTS OF INCOME
 
 Three Months EndedMarch 31,2010
    
    
    2009Revenues:Product sales
    
    $
    130,569
    
    
    $
    112,522Collaborative research revenue
    
    
    3,264
    
    
    
    1,675Royalty and license revenue
    
    
    1,586
    
    
    
    1,986Total revenues
    
    
    135,419
    
    
    
    116,183Operating expenses:Cost of product sales (excluding
acquisition-related intangible
amortization)
    
    
    42,661
    
    
    
    33,314Acquisition-related intangible amortization
    
    
    2,216
    
    
    
    Research and development
    
    
    29,681
    
    
    
    24,998Marketing and sales
    
    
    14,781
    
    
    
    11,055General and administrative
    
    
    14,679
    
    
    
    13,846Total operating expenses
    
    
    104,018
    
    
    
    83,213Income from operations
    
    
    31,401
    
    
    
    32,970Other income/(expense):Investment and interest income
    
    
    3,898
    
    
    
    4,882Interest expense
    
    
    (546
    )
    
    
    (151
    )Gain on contingent consideration
    
    
    1,745
    
    
    
    Other expense, net
    
    
    (159
    )
    
    
    (142
    )Total other income, net
    
    
    4,938
    
    
    
    4,589Income before income tax
    
    
    36,339
    
    
    
    37,559Income tax expense
    
    
    12,146
    
    
    
    11,812Net income
    
    $
    24,193
    
    
    $
    25,747Net income per share:Basic
    
    $
    0.49
    
    
    $
    0.49Diluted
    
    $
    0.48
    
    
    $
    0.49Weighted average shares outstanding:Basic
    
    
    49,233
    
    
    
    52,157Diluted
    
    
    49,739
    
    
    
    52,833
  4




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GEN-PROBE INCORPORATED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Three Months EndedMarch 31,2010
    
    
    2009Operating activitiesNet income
    
    $
    24,193
    
    
    $
    25,747Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    11,308
    
    
    
    8,748Amortization of premiums on investments, net of accretion of discounts
    
    
    2,216
    
    
    
    1,523Stock-based compensation charges
    
    
    5,902
    
    
    
    5,758Stock-based compensation income tax benefits
    
    
    1,156
    
    
    
    126Excess tax benefit from employee stock-based compensation
    
    
    (1,596
    )
    
    
    (127
    )Deferred revenue
    
    
    (833
    )
    
    
    147Deferred income tax
    
    
    (1,360
    )
    
    
    1,305Gain on contingent consideration
    
    
    (1,745
    )
    
    
    Loss on disposal of property and equipment
    
    
    47
    
    
    
    Changes in assets and liabilities:Trade and other accounts receivable
    
    
    7,696
    
    
    
    (784
    )Inventories
    
    
    1,110
    
    
    
    2,223Prepaid expenses
    
    
    (2,200
    )
    
    
    945Other current assets
    
    
    (95
    )
    
    
    436Other long-term assets
    
    
    (257
    )
    
    
    (1,161
    )Accounts payable
    
    
    (8,065
    )
    
    
    (219
    )Accrued salaries and employee benefits
    
    
    (5,256
    )
    
    
    (5,657
    )Other accrued expenses
    
    
    (1,630
    )
    
    
    2,217Income tax payable
    
    
    10,671
    
    
    
    10,709Other long-term liabilities
    
    
    (575
    )
    
    
    82Net cash provided by operating activities
    
    
    40,687
    
    
    
    52,018Investing activitiesProceeds from sales and maturities of marketable securities
    
    
    139,425
    
    
    
    84,008Purchases of marketable securities
    
    
    (71,390
    )
    
    
    (37,124
    )Purchases of property, plant and equipment
    
    
    (7,828
    )
    
    
    (7,525
    )Additions to capitalized software
    
    
    (1,089
    )
    
    
    Purchases of intangible assets, including license and manufacturing
access fees
    
    
    (722
    )
    
    
    (205
    )Other assets
    
    
    (310
    )
    
    
    (13
    )Net cash provided by investing activities
    
    
    58,086
    
    
    
    39,141Financing activitiesExcess tax benefit from stock-based compensation
    
    
    1,596
    
    
    
    127Repurchase and retirement of restricted stock for payment of taxes
    
    
    (39
    )
    
    
    (34
    )Repurchase and retirement of common stock
    
    
    (10,961
    )
    
    
    (35,627
    )Proceeds from issuance of common stock and ESPP
    
    
    16,912
    
    
    
    534Borrowings under credit facility
    
    
    
    
    
    
    170,000Net cash provided by financing activities
    
    
    7,508
    
    
    
    135,000Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,620
    )
    
    
    (86
    )Net increase in cash and cash equivalents
    
    
    104,661
    
    
    
    226,073Cash and cash equivalents at the beginning of period
    
    
    82,616
    
    
    
    60,122Cash and cash equivalents at the end of period
    
    $
    187,277
    
    
    $
    286,195
  5




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Notes to the Consolidated Financial Statements (unaudited)
 Note 1  Summary of significant accounting policies
 Basis of presentation
    Principles of consolidation
     Use of estimates
  6




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Marketable securities
      Revenue recognition
     7




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Stock-based compensation
  Weighted AverageRemaining
    
    
    UnrecognizedExpense Life
    
    
    Expense as ofAwards
    
    (Years)
    
    
    March 31, 2010Options
    
    
    2.8
    
    
    $
    35,101Employee
stock purchase plan
    
    
    0.2
    
    
    
    113Performance share awards
    
    
    1.5
    
    
    
    2,396Restricted stock
    
    
    2.1
    
    
    
    6,626Deferred issuance restricted stock
    
    
    2.5
    
    
    
    1,817$
    46,053
 8




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Three Months EndedMarch 31,2010
    
    
    2009Cost of product sales
    
    $
    864
    
    
    $
    798Research and development
    
    
    1,679
    
    
    
    1,702Marketing and sales
    
    
    802
    
    
    
    759General and administrative
    
    
    2,557
    
    
    
    2,499Total
    
    $
    5,902
    
    
    $
    5,758
  Stock Option Plans
    
    ESPP2010
    
    2009
    
    2010
    
    2009Risk-free interest rate
    
    
    2.1
    %
    
    
    1.6
    %
    
    
    0.2
    %
    
    
    1.3
    %Volatility
    
    
    32
    %
    
    
    37
    %
    
    
    26
    %
    
    
    47
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected term (years)
    
    
    4.4
    
    
    
    4.2
    
    
    
    0.5
    
    
    
    0.5Resulting average fair value
    
    $
    12.66
    
    
    $
    12.96
    
    
    $
    9.65
    
    
    $
    12.20
 Net income per share
  9




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Three Months Ended March 31,2010
    
    
    2009Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    AverageShares
    
    
    Per Share
    
    
    
    
    
    
    Shares
    
    
    Per ShareIncome
    
    
    Outstanding
    
    
    Amount
    
    
    Income
    
    
    Outstanding
    
    
    AmountNet income
    
    $
    24,193
    
    
    
    
    
    
    
    
    
    
    $
    25,747Less: Earnings allocated to
unvested shareholders
    
    
    (101
    )
    
    
    
    
    
    
    
    
    
    
    (103
    )Basic EPSDistributable income
available to common
shareholders
    
    
    24,092
    
    
    
    49,233
    
    
    $
    0.49
    
    
    
    25,644
    
    
    
    52,157
    
    
    $
    0.49Effect of dilutive securities:Add back: Undistributed
earnings allocated to
unvested shareholders
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    103Dilutive stock options
    
    
    
    
    
    
    506
    
    
    
    
    
    
    
    
    
    
    
    676Less: Undistributed earnings
reallocated to unvested
shareholders
    
    
    (100
    )
    
    
    
    
    
    
    
    
    
    
    (102
    )Diluted EPS - Common shares
    
    $
    24,093
    
    
    
    49,739
    
    
    $
    0.48
    
    
    $
    25,645
    
    
    
    52,833
    
    
    $
    0.49
 Pending adoption of recent accounting pronouncements
 Accounting Standards Update 2010-3
  Accounting Standards Update 2009-13
  Note 2  Business combinations
  Acquisition of Tepnel Life Sciences plc
  10




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Total purchase price
    
    $
    137,093Exchange rate differences
    
    
    (568)
    (1)Allocated purchase price
    
    $
    136,525Net working capital
    
    $
    14,811Fixed assets
    
    
    11,352Goodwill
    
    
    70,395Deferred tax liabilities
    
    
    (14,148
    )Other intangible assets
    
    
    57,497Liabilities assumed
    
    
    (3,382
    )Allocated purchase price
    
    $
    136,525
 
 (1)
    
    Difference caused by exchange rate fluctuations between the date of
acquisition and the date funds were wired.  Patents
    
    $
    294Software
    
    
    441Customer relationships
    
    
    45,439Trademarks / trade names
    
    
    11,323Total
    
    $
    57,497
   11




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Years ending December 31,Remainder of 2010
    
    $
    3,1022011
    
    
    4,1362012
    
    
    4,1362013
    
    
    4,1362014
    
    
    4,069Thereafter
    
    
    29,546Total
    
    $
    49,125
 Acquisition of Prodesse, Inc.
   Total purchase price
    
    $
    62,005Net working capital
    
    $
    10,240Fixed assets
    
    
    644Goodwill
    
    
    32,981Deferred tax liabilities
    
    
    (21,369
    )Other intangible assets
    
    
    58,570Liabilities assumed
    
    
    (1,067
    )Contingent consideration
    
    
    (17,994
    )Allocated purchase price
    
    $
    62,005
  In-process research and development
    
    $
    1,070Developed technology
    
    
    24,500Customer relationships
    
    
    31,800Trademarks / trade names
    
    
    1,200Total
    
    $
    58,570
   12




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Years Ending December 31,Remainder of 2010
    
    $
    3,5642011
    
    
    4,7522012
    
    
    4,7522013
    
    
    4,7522014
    
    
    4,752Thereafter
    
    
    32,948Total
    
    $
    55,520
 Changes in goodwill resulting from acquisitions
    Goodwill balance as of December 31, 2009
    
    $
    122,680Changes due to foreign translation
    
    
    (509
    )Goodwill balance as of March 31, 2010
    
    $
    122,171
 Note 3  Spin-off of industrial testing assets to Roka Bioscience, Inc.
  13




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Note 4  Fair value measurements
   
    
    Level 1  Quoted prices for identical instruments in active markets.
    
    Level 2  Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs and significant value drivers are observable in
active markets.
    
    Level 3  Valuations derived from valuation techniques in which one or more
significant inputs or significant value drivers are unobservable.
   14




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Assets and liabilities measured at fair value on a recurring basis
    Fair Value Measurements at March 31, 2010Quoted prices in
    
    
    
    
    
    
    Significant
    
    
    Total carryingactive markets for
    
    
    Significant other
    
    
    unobservable
    
    
    value in theidentical assets
    
    
    observable inputs
    
    
    inputs
    
    
    consolidated(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    

balance sheetsAssets:Cash equivalents
    
    $
    
    
    
    $
    129,694
    
    
    $
    
    
    
    $
    129,694Marketable securitiesCertificates of deposit
    
    
    
    
    
    
    1,968
    
    
    
    
    
    
    
    1,968Treasury securities
    
    
    
    
    
    
    4,814
    
    
    
    
    
    
    
    4,814Municipal securities
    
    
    
    
    
    
    314,400
    
    
    
    
    
    
    
    314,400Corporate obligations
    
    
    
    
    
    
    25,828
    
    
    
    
    
    
    
    25,828Total marketable securities
    
    
    
    
    
    
    347,010
    
    
    
    
    
    
    
    347,010Deferred compensation plan assets
    
    
    
    
    
    
    5,828
    
    
    
    
    
    
    
    5,828Total assets at fair value
    
    
    
    
    
    
    482,532
    
    
    
    
    
    
    
    482,532Liabilities:Contingent consideration
    
    
    
    
    
    
    
    
    
    
    16,249
    
    
    
    16,249Deferred compensation plan liabilities
    
    
    
    
    
    
    5,415
    
    
    
    
    
    
    
    5,415Total liabilities at fair value
    
    $
    
    
    
    $
    5,415
    
    
    $
    16,249
    
    
    $
    21,664
 Fair
Value Measurements at December 31, 2009Quoted prices in
    
    
    
    
    
    
    Significant
    
    
    Total carryingactive markets for
    
    
    Significant other
    
    
    unobservable
    
    
    value in theidentical assets
    
    
    observable inputs
    
    
    inputs
    
    
    consolidated(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    

balance sheetsAssets:Cash equivalents
    
    $
    
    
    
    $
    13,000
    
    
    $
    
    
    
    $
    13,000Marketable securitiesCertificates of deposit
    
    
    
    
    
    
    1,961
    
    
    
    
    
    
    
    1,961Municipal securities
    
    
    
    
    
    
    324,252
    
    
    
    
    
    
    
    324,252Corporate obligations
    
    
    
    
    
    
    92,249
    
    
    
    
    
    
    
    92,249Total marketable securities
    
    
    
    
    
    
    418,462
    
    
    
    
    
    
    
    418,462Deferred compensation plan assets
    
    
    
    
    
    
    5,671
    
    
    
    
    
    
    
    5,671Total assets at fair value
    
    
    
    
    
    
    437,133
    
    
    
    
    
    
    
    437,133Liabilities:Contingent consideration
    
    
    
    
    
    
    
    
    
    
    17,994
    
    
    
    17,994Deferred compensation plan liabilities
    
    
    
    
    
    
    5,700
    
    
    
    
    
    
    
    5,700Total liabilities at fair value
    
    $
    
    
    
    $
    5,700
    
    
    $
    17,994
    
    
    $
    23,694
 15




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Level 3 contingent consideration as of December 31, 2009
    
    $
    17,994Gain included in other income/(expense)
    
    
    (1,745
    )Level 3 contingent consideration as of March 31, 2010
    
    $
    16,249
  Assets and liabilities measured at fair value on a non-recurring basis
  Equity investment in public company
  Equity investments in private companies
     16




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Note 5  Balance sheet information
  Inventories
 March 31,
    
    
    December 31,2010
    
    
    2009Raw materials and supplies
    
    $
    13,861
    
    
    $
    13,260Work in process
    
    
    22,999
    
    
    
    23,656Finished goods
    
    
    22,966
    
    
    
    24,155$
    59,826
    
    
    $
    61,071
 Property, plant and equipment, net
 March 31,
    
    
    December 31,2010
    
    
    2009Land
    
    $
    19,268
    
    
    $
    19,268Building
    
    
    80,108
    
    
    
    80,130Machinery and equipment
    
    
    181,124
    
    
    
    175,885Building improvements
    
    
    43,653
    
    
    
    42,718Furniture and fixtures
    
    
    17,754
    
    
    
    17,705Construction in-progress
    
    
    367
    
    
    
    457Property, plant and equipment, at cost
    
    
    342,274
    
    
    
    336,163Less accumulated depreciation and amortization
    
    
    (184,134
    )
    
    
    (178,726
    )Property, plant and equipment, net
    
    $
    158,140
    
    
    $
    157,437
 Purchased intangibles, net
 March 31,
    
    
    December 31,2010
    
    
    2009Purchased intangibles, at cost
    
    $
    144,724
    
    
    $
    145,502Less accumulated amortization
    
    
    (39,634
    )
    
    
    (37,487
    )Purchased intangibles, net
    
    $
    105,090
    
    
    $
    108,015
 17




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License, manufacturing access fees and other assets, net
 March 31,
    
    
    December 31,2010
    
    
    2009Patents
    
    $
    19,145
    
    
    $
    19,042License and manufacturing access fees
    
    
    62,604
    
    
    
    62,502Investment in Qualigen
    
    
    5,404
    
    
    
    5,404Investment in DiagnoCure
    
    
    5,000
    
    
    
    5,000Investment in Roka
    
    
    725
    
    
    
    725Other assets
    
    
    7,995
    
    
    
    7,740License, manufacturing access fees and other assets, at cost
    
    
    100,873
    
    
    
    100,413Less accumulated amortization
    
    
    (36,837
    )
    
    
    (35,812
    )License, manufacturing access fees and other assets, net
    
    $
    64,036
    
    
    $
    64,601
 Other accrued expenses
 March 31,
    
    
    December 31,2010
    
    
    2009Contingent consideration
    
    $
    14,172
    
    
    $
    8,396Royalties
    
    
    2,935
    
    
    
    2,907Professional fees
    
    
    1,451
    
    
    
    1,175Interest
    
    
    736
    
    
    
    726Contingent liability
    
    
    410
    
    
    
    433Warranty
    
    
    300
    
    
    
    334Other
    
    
    2,355
    
    
    
    4,489Other accrued expenses
    
    $
    22,359
    
    
    $
    18,460
 Note 6  Marketable securities
   Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value$
    345,632
    
    
    $
    1,776
    
    
    $
    (398
    )
    
    $
    347,010
  Less than 12 Months
    
    
    More than 12 MonthsEstimated
    
    
    Unrealized
    
    
    Estimated
    
    
    UnrealizedFair Value
    
    
    Losses
    
    
    Fair Value
    
    
    Losses$
    73,656
    
    
    $
    (396
    )
    
    $
    2,604
    
    
    $
    (2
    )
 18




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##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Current
    
    $
    273,606
    
    
    $
    402,990Non-current
    
    
    73,404
    
    
    
    15,472Total marketable securities
    
    $
    347,010
    
    
    $
    418,462
  Three Months EndedMarch 31,2010
    
    
    2009Proceeds from sale of marketable securities
    
    $
    118,966
    
    
    $
    73,659Gross realized gains
    
    
    2,227
    
    
    
    1,872Gross realized losses
    
    
    
    
    
    
    (427
    )Net realized gains
    
    $
    2,227
    
    
    $
    1,445
 Note 7  Short-term borrowings
   19




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##### Table of Contents



Note 8  Income tax
  Note 9  Contingencies
 Contingent Consideration
  Litigation
  Digene Corporation
    20




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##### Table of Contents



Becton, Dickinson and Company
 tm tm tm
 tm
 Note 10  Stockholders equity
  Balance at December 31, 2009
    
    $
    767,175Net income
    
    
    24,193Other comprehensive income, net
    
    
    (4,055
    )Proceeds from the issuance of common stock
    
    
    16,912Purchases of common stock by board members
    
    
    42Repurchase and retirement of common stock
    
    
    (10,961
    )Repurchase and retirement of restricted stock for payment of taxes
    
    
    (39
    )Stock-based compensation
    
    
    5,860Stock-based compensation income tax benefits
    
    
    1,596Balance at March 31, 2010
    
    $
    800,723
 Comprehensive income
  21




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Net income, as reported
    
    $
    24,193
    
    
    $
    25,747Other comprehensive (loss) income:Foreign currency translation adjustment
    
    
    (2,854
    )
    
    
    (60
    )Change in net unrealized gain (loss) on available-for-sale
securities during the period
    
    
    (2,649
    )
    
    
    3,363Reclassification adjustments:Net realized gain (loss) on available-for-sale securities
    
    
    1,448
    
    
    
    (939
    )Total other comprehensive (loss) income, net
    
    
    (4,055
    )
    
    
    2,364Comprehensive income
    
    $
    20,138
    
    
    $
    28,111
 Stock Options
  WeightedAverageRemaining
    
    
    AggregateNumber
    
    
    Weighted Average
    
    
    Contractual
    
    
    Intrinsicof Shares
    
    
    Exercise Price
    
    
    Life (Years)
    
    
    ValueOutstanding at December 31, 2009
    
    
    5,890
    
    
    $
    44.96Granted
    
    
    920
    
    
    
    42.75Exercised
    
    
    (546
    )
    
    
    31.00Cancelled
    
    
    (69
    )
    
    
    47.85Outstanding at March 31, 2010
    
    
    6,195
    
    
    $
    45.82
    
    
    
    4.8
    
    
    $
    43,636Exercisable at March 31, 2010
    
    
    3,718
    
    
    $
    44.76
    
    
    
    4.0
    
    
    $
    29,612
 Restricted Stock and Deferred Issuance Restricted Stock
  WeightedAverageGrant-Number
    
    
    Date Fairof Shares
    
    
    ValueOutstanding at December 31, 2009
    
    
    247
    
    
    $
    51.76Granted
    
    
    1
    
    
    
    43.08Vested and exercised
    
    
    (3
    )
    
    
    46.24Forfeited
    
    
    (6
    )
    
    
    50.83Outstanding at March 31, 2010
    
    
    239
    
    
    $
    51.83
 Performance Share Awards
  22




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##### Table of Contents



Maximum
    
    
    WeightedShares
    
    
    AverageNumber
    
    
    Eligible to
    
    
    Grant-Dateof Shares
    
    
    Receive
    
    
    Fair ValueOutstanding at December 31, 2009
    
    
    
    
    
    
    
    
    
    $
    Awarded
    
    
    70
    
    
    
    104
    
    
    
    42.66Forfeited
    
    
    (1
    )
    
    
    (2
    )
    
    
    42.66Outstanding at March 31, 2010
    
    
    69
    
    
    
    102
    
    
    $
    42.66
 Stock Repurchase Programs
   Note 11  Derivative financial instruments
  23




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##### Table of Contents



Three Months EndedLocation of gain/(loss)
    
    
    March 31,Derivatives not designated as hedging instruments:
    
    recognized in income
    
    
    2010
    
    
    2009Foreign currency forward contracts
    
    Other expense, net
    
    $
    
    
    
    $
    9
 24




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Overview
 in vitro
      
    
    human papillomavirus, or HPV, which causes cervical cancer;
    
    gene-based markers for prostate cancer;
    
    Trichomonas, a common parasitic STD;
    
    different types of influenza virus and other respiratory infections; and
 25




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##### Table of Contents




    
    human leukocyte antigens, or HLAs, which are used to determine transplant
compatibility.
 Recent Events
 Financial Results
  Stock Repurchase Program
  Credit Agreement
  Critical Accounting Policies and Estimates
   Pending Adoption of Recent Accounting Pronouncements
 Accounting Standards Update 2010-3
  26




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##### Table of Contents



Accounting Standards Update 2009-13
  Results of Operations
 (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeClinical diagnostics
    
    $
    76.9
    
    
    $
    59.6
    
    
    $
    17.3
    
    
    
    29
    %Blood screening
    
    
    49.6
    
    
    
    52.9
    
    
    
    (3.3
    )
    
    
    (6
    )%Research products and services
    
    
    4.1
    
    
    
    
    
    
    
    4.1
    
    
    
    N/MTotal Product Sales
    
    $
    130.6
    
    
    $
    112.5
    
    
    $
    18.1
    
    
    
    16
    %As a percent of total revenues
    
    
    96
    %
    
    
    97
    %
    Clinical diagnostic product sales
   27




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##### Table of Contents



Blood screening product sales
   Research products and services
  (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeCollaborative Research Revenue
    
    $
    3.3
    
    
    $
    1.7
    
    
    $
    1.6
    
    
    
    94
    %As a percent of total revenues
    
    
    2
    %
    
    
    1
    %
     28




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##### Table of Contents



(Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRoyalty
and License Revenue
    
    $
    1.6
    
    
    $
    2.0
    
    
    $
    (0.4
    )
    
    
    (20
    )%As a percent of total revenues
    
    
    1
    %
    
    
    2
    %
    (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeCost of
Product Sales
    
    $
    42.7
    
    
    $
    33.3
    
    
    $
    9.4
    
    
    
    28
    %Gross profit margin
as a percent of
product sales
    
    
    67
    %
    
    
    70
    %
       29




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##### Table of Contents



(Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAcquisition-related
Intangible Amortization
    
    $
    2.2
    
    
    $
    
    
    
    $
    2.2
    
    
    
    N/MAs a percent of total revenues
    
    
    2
    %
    
    
    0
    %
  (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeResearch and
Development
    
    $
    29.7
    
    
    $
    25.0
    
    
    $
    4.7
    
    
    
    19
    %As a percent of
total revenues
    
    
    22
    %
    
    
    22
    %
    (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeMarketing
and Sales
    
    $
    14.8
    
    
    $
    11.1
    
    
    $
    3.7
    
    
    
    33
    %As a percent of
total revenues
    
    
    11
    %
    
    
    10
    %
   30




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##### Table of Contents



(Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeGeneral and
Administrative
    
    $
    14.7
    
    
    $
    13.8
    
    
    $
    0.9
    
    
    
    7
    %As a percent of
total revenues
    
    
    11
    %
    
    
    12
    %
   (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeInvestment and interest income
    
    $
    3.9
    
    
    $
    4.9
    
    
    $
    (1.0
    )
    
    
    (20
    )%Interest expense
    
    
    (0.5
    )
    
    
    (0.2
    )
    
    
    (0.3
    )
    
    
    150
    %Gain on contingent
consideration
    
    
    1.7
    
    
    
    
    
    
    
    1.7
    
    
    
    N/MOther expense, net
    
    
    (0.2
    )
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    100
    %Total
Other Income, Net
    
    $
    4.9
    
    
    $
    4.6
    
    
    $
    0.3
    
    
    
    7
    %
   (Dollars in millions)
    
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeIncome Tax Expense
    
    $
    12.1
    
    
    $
    11.8
    
    
    $
    0.3
    
    
    
    3
    %As a percent of
income before tax
    
    
    33
    %
    
    
    31
    %
   31




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##### Table of Contents



Liquidity and Capital Resources
 March 31,
    
    
    December 31,2010
    
    
    2009(In thousands, except ratio)Cash, cash equivalents and current
marketable securities
    
    $
    460,883
    
    
    $
    485,606Working capital
    
    $
    300,311
    
    
    $
    330,749Current ratio
    
    
    2:1
    
    
    
    2:1
    Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change(In thousands)Cash provided by (used in):Operating activities
    
    $
    40,687
    
    
    $
    52,018
    
    
    $
    (11,331
    )Investing activities
    
    
    58,086
    
    
    
    39,141
    
    
    
    18,945Financing activities
    
    
    7,508
    
    
    
    135,000
    
    
    
    (127,492
    )Purchases of property, plant and
equipment
(included in investing activities above)
    
    
    (7,828
    )
    
    
    (7,525
    )
    
    
    303
     32




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##### Table of Contents



Contractual Obligations and Commercial Commitments
  Less than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsMaterial purchase commitments (1)
    
    $
    40,526
    
    
    $
    29,793
    
    
    $
    4,615
    
    
    $
    4,119
    
    
    $
    1,999Operating leases (2)
    
    
    7,212
    
    
    
    1,778
    
    
    
    3,157
    
    
    
    2,214
    
    
    
    63Collaborative commitments (3)
    
    
    4,768
    
    
    
    771
    
    
    
    1,921
    
    
    
    750
    
    
    
    1,326Minimum royalty commitments (4)
    
    
    16,527
    
    
    
    1,282
    
    
    
    3,170
    
    
    
    3,840
    
    
    
    8,235Deferred employee
compensation (5)
    
    
    3,582
    
    
    
    696
    
    
    
    1,557
    
    
    
    869
    
    
    
    460Capital leases (6)
    
    
    518
    
    
    
    248
    
    
    
    250
    
    
    
    20
    
    
    
    Contingent consideration (7)
    
    
    16,249
    
    
    
    14,172
    
    
    
    2,077
    
    
    
    
    
    
    
    Credit
facility (8)
    
    
    241,846
    
    
    
    241,846
    
    
    
    
    
    
    
    
    
    
    
    Total (9)
    
    $
    331,228
    
    
    $
    290,586
    
    
    $
    16,747
    
    
    $
    11,812
    
    
    $
    12,083
 
 (1)
    
    Amounts represent our minimum purchase commitments from key vendors
for the TIGRIS, PANTHER, Luminex and Cepheid instruments, as well as
raw materials used in manufacturing. Of the $40.5 million total, $20.3
million is expected to be used to purchase TIGRIS instruments, of
which we anticipate that approximately $12.1 million of instruments
will be sold to Novartis. Not included in the $40.5 million is
$6.6 million expected to be used to purchase pre-production and
production PANTHER instruments, and associated tooling, pursuant to
our development agreement with Stratec Biomedical Systems AG, or
Stratec, as well as potential minimum purchase commitments under our
supply agreement with Stratec. Our obligations under the supply
agreement are contingent on successful completion of all activities
under our development agreement with Stratec.(2)
    
    Reflects obligations for facilities and vehicles under operating
leases in place as of March 31, 2010. Future minimum lease payments
are included in the table above.(3)
    
    In addition to the minimum payments due under our collaborative
agreements included in the table above, we may be required to pay up
to $11.2 million in milestone payments, plus royalties on net sales of
any products using specified technology. We may also be required to
pay up to $1.9 million in future development costs in the form of
milestone payments.(4)
    
    Amounts represent our minimum royalties due on the net sales of
products incorporating licensed technology and subject to a minimum
annual royalty payment. During the three months ended March 31, 2010,
we recorded $2.6 million in royalty costs related to our various
license agreements.(5)
    
    We have liabilities for deferred employee compensation which totaled
$5.4 million at March 31, 2010. Under our deferred compensation plan,
participants may elect in-service distributions on specified future
dates, or a distribution upon retirement. Of the $5.4 million,
$1.8 million is payable upon employee retirement and as such was not
included in the table above as we cannot reasonably predict when a
retirement event may occur. Total liabilities for deferred employee
compensation are offset by deferred compensation assets, which totaled
$5.8 million at March 31, 2010.(6)
    
    Reflects obligations on capital leases in place as of March 31, 2010.
Interest amounts were not material, therefore, capital lease
obligations are shown net of interest expense in the table above.(7)
    
    Represents the aggregate fair value of the payments we may be
obligated to make to former Prodesse securityholders. This amount is
reflected in our consolidated balance sheets under the captions Other
accrued expenses and Other long-term liabilities.(8)
    
    As of March 31, 2010, the total principal amount outstanding under our revolving credit facility with Bank of
America was $240.0 million. The term of this credit facility is due to expire in February 2011. Interest payable on
this outstanding amount included in the table above has been estimated based on the interest rate payable at March
31, 2010, which was 0.8287%. At our option, loans accrue interest at a per annum rate based on, either: the base rate
(the base rate is defined as the greatest of (i) the federal funds rate plus a margin equal to 0.50%, (ii) Bank of
Americas prime rate and (iii) the London Interbank Offered Rate, or LIBOR, plus a margin equal to 1.00%); or
LIBOR plus a margin equal to 0.60%, in each case for interest periods of 1, 2, 3 or 6 months as selected by us. In
addition, we are required to pay interest and fees on the undrawn sub-limit for the issuance of letters of credit under
the credit facility of up to $10.0 million, which has also been estimated for the remaining term of the credit facility
based on the fixed rate of 0.25% at March 31, 2010. 33




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##### Table of Contents



(9)
    
    Does not include amounts relating to our obligations under our
collaboration with Novartis, pursuant to which both parties have
obligations to each other. Under our collaboration agreement with
Novartis, we are obligated to manufacture and supply blood screening
assays to Novartis, and Novartis is obligated to purchase all of the
assay quantities specified on a 90-day demand forecast, due 90 days
prior to the date Novartis intends to take delivery, and certain
quantities specified on a rolling 12-month forecast.  Off-Balance Sheet Arrangements
  Available Information
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk
   34




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Foreign Currency Exchange Risk
    U.S. dollar
    
    $
    37,748Euro
    
    
    4,683British pound
    
    
    3,023Canadian dollar
    
    
    1,362Danish krone
    
    
    257Czech koruna
    
    
    212Swiss franc
    
    
    18Total gross trade accounts receivable
    
    $
    47,303
   
 Item 4. Controls and Procedures
  35




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Our quarterly revenue and operating results may vary significantly in future periods and our stock
price may decline.
  36




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##### Table of Contents



Our financial performance may be adversely affected by current global economic conditions.
  We are dependent on Novartis and other third parties for the distribution of some of our products.
If any of our distributors terminates its relationship with us or fails to adequately perform, our
product sales will suffer.
    37




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##### Table of Contents



If we cannot maintain our current corporate collaborations and enter into new corporate
collaborations, our product development could be delayed. In particular, any failure by us to
maintain our blood screening collaboration with Novartis would have a material adverse effect on
our business.
     We may acquire other businesses or form collaborations, strategic alliances and joint ventures
that could decrease our profitability, result in dilution to stockholders or cause us to incur
debt or significant expense, and acquired companies or technologies could be difficult to
integrate and could disrupt our business.
    
    
    the anticipated financial performance and estimated cost savings and other synergies as
a result of the acquisitions may not materialize;
    
    the inability to retain or replace key employees of any acquired businesses or hire
enough qualified personnel to staff any new or expanded operations;
 38




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##### Table of Contents




    
    the impairment of relationships with key customers of acquired businesses due to
changes in management and ownership of the acquired businesses;
    
    the exposure to federal, state, local and foreign tax liabilities in connection with
any acquisition or the integration of any acquired businesses;
    
    the exposure to unknown liabilities;
    
    higher than expected acquisition and integration costs that could cause our quarterly
and annual operating results to fluctuate;
    
    increased amortization expenses if an acquisition includes significant intangible
assets;
    
    combining the operations and personnel of acquired businesses with our own, which could
be difficult and costly;
    
    the risk of entering new markets; and
    
    integrating, or completing the development and application of, any acquired
technologies and personnel with diverse business and cultural backgrounds, which could
disrupt our business and divert our managements time and attention.
  Our future success will depend in part upon our ability to enhance existing products and to
develop, introduce and commercialize new products.
    39




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##### Table of Contents



We face intense competition, and our failure to compete effectively could decrease our revenues
and harm our profitability and results of operations.
       40




---



##### Table of Contents



Failure to manufacture our products in accordance with product specifications could result in
increased costs, lost revenues, customer dissatisfaction or voluntary product recalls, any of
which could harm our profitability and commercial reputation.
  Disruptions
in the supply of raw materials and consumable goods or issues
associated with their
quality from our single source suppliers, including Roche Molecular Biochemicals, which
is an affiliate of one of our primary competitors, could result in a significant disruption in
sales and profitability.
    41




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##### Table of Contents



We have only one third-party manufacturer for each of our instrument product lines, which exposes
us to increased risks associated with production delays, delivery schedules, manufacturing
capability, quality control, quality assurance and costs.
    We and our customers are subject to various governmental regulations, and we may incur significant
expenses to comply with, and experience delays in commercializing, or be unable to commercialize,
our products as a result of, these regulations.
   Trichomonas vaginalis Trichomonas
 42




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##### Table of Contents



Trichomonas vaginalis.
   Our products are subject to recalls even after receiving FDA approval or clearance.
   43




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##### Table of Contents



Our gross profit margin percentage on the sale of blood screening assays will decrease upon the
implementation of smaller pool size testing.
   Because we depend on a small number of customers for a significant portion of our total revenues,
the loss of any of these customers or any cancellation or delay of a large purchase by any of
these customers could significantly reduce our revenues.
  Intellectual property rights on which we rely to protect the technologies underlying our products
may be inadequate to prevent third parties from using our technologies or developing competing
products.
   44




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##### Table of Contents



The diagnostic products industry has a history of patent and other intellectual property
litigation, and we have been and may continue to be involved in costly intellectual property
lawsuits.*
   tm tm tm
 45




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##### Table of Contents



tm
  The U.S. health care reform law could adversely affect our business, profitability and stock
price.*
  Our indebtedness could adversely affect our financial health.
   
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    have a material adverse effect on our business and financial condition if we are unable
to service our indebtedness or refinance such indebtedness;
 46




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##### Table of Contents




    
    limit our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate;
    
    place us at a disadvantage compared to our competitors that have less indebtedness; and
    
    expose us to higher interest expense in the event of increases in interest rates
because indebtedness under our credit facility bears interest at a variable rate.
  We may be subject to future product liability claims that may exceed the scope and amount of our
insurance coverage, which would expose us to liability for uninsured claims.
  We are exposed to risks associated with acquisitions and other long-lived and intangible assets
that may become impaired and result in an impairment charge.
   47




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Future changes in financial accounting standards or practices, or existing taxation rules or
practices, may cause adverse unexpected revenue or expense fluctuations and affect our reported
results of operations.
  We expect to continue to incur significant research and development expenses, which may reduce our
profitability.
  Our marketable securities are subject to market and investment risks which may result in a loss of
value.
  We may not have financing for future capital requirements, which may prevent us from addressing
gaps in our product offerings or improving our technology.
   If we or our contract manufacturers are unable to manufacture our products in sufficient
quantities, on a timely basis, at acceptable costs and in compliance with regulatory requirements,
our ability to sell our products will be harmed.
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Our sales to international markets are subject to additional risks.
   
    
    the imposition of government controls;
    
    export license requirements;
    
    economic and political instability;
    
    price controls;
    
    trade restrictions and tariffs;
    
    differing local product preferences and product requirements; and
    
    changes in foreign medical reimbursement and coverage policies and programs.
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If third-party payors do not reimburse our customers for the use of our clinical diagnostic
products or if they reduce reimbursement levels, our ability to sell our products will be harmed.
    We are dependent on technologies we license, and if we fail to maintain our licenses or license
new technologies and rights to particular nucleic acid sequences for targeted diseases in the
future, we may be limited in our ability to develop new products.
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If we fail to attract, hire and retain qualified personnel, we may not be able to design, develop,
market or sell our products or successfully manage our business.
   If a natural or man-made disaster strikes our manufacturing facilities, we will be unable to
manufacture our products for a substantial amount of time and our sales will decline.*
   If we use biological and hazardous materials in a manner that causes injury or violates laws, we
may be liable for damages.
  The anti-takeover provisions of our certificate of incorporation and bylaws, and provisions of
Delaware law, could delay or prevent a change of control that our stockholders may favor.
  
    
    divide our board of directors into three classes, with members of each class to be
elected for staggered three-year terms;
    
    limit the right of stockholders to remove directors;
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
    
    regulate how stockholders may present proposals or nominate directors for election at
annual meetings of stockholders; and
    
    authorize our board of directors to issue preferred stock in one or more series,
without stockholder approval.
  If we do not effectively manage our growth, it could affect our ability to pursue opportunities
and expand our business.
  Information technology systems implementation issues could disrupt our internal operations and
adversely affect our financial results.
  Compliance with changing corporate governance and public disclosure regulations may result in
additional expenses.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number
    
    
    Approximateof Shares
    
    
    Dollar ValuePurchased as
    
    
    of Shares thatPart of
    
    
    May Yet BePublicly
    
    
    PurchasedTotal Number
    
    
    Average
    
    
    Announced
    
    
    Under theof Shares
    
    
    Price Paid
    
    
    Plans or
    
    
    Plans orPurchased
    
    
    Per Share
    
    
    Programs
    
    
    ProgramsJanuary 1-31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    100,000,000February 1-28, 2010
    
    
    38,000
    
    
    
    44.65
    
    
    
    38,000
    
    
    
    98,303,436March 1-31, 2010
    
    
    196,040
    
    
    
    47.46
    
    
    
    195,200
    
    
    
    89,039,428Total(1) (2)
    
    
    234,040
    
    
    
    47.00
    
    
    
    233,200
 
 (1)
    
    In February 2010, our Board of Directors authorized the repurchase of up to $100.0
million of our common stock over the one year period following adoption of the program,
through negotiated or open market transactions. There is no minimum or maximum number of
shares to be repurchased under the program. As of March 31, 2010, we repurchased 233,200
shares under this program at an average price of $47.00.(2)
    
    The difference between the total number of shares purchased and the total number of
shares purchased as part of publicly announced plans or programs is due to the shares of
common stock withheld by us for the payment of taxes upon vesting of certain employees
restricted stock. During the first quarter of 2010, we repurchased and retired 840 shares of
our common stock, at an average price of $46.77, withheld by us to satisfy employee tax
obligations upon vesting of restricted stock granted under our 2003 Incentive Award Plan. We
may make similar repurchases in the future to satisfy employee tax obligations upon vesting of
restricted stock. As of March 31, 2010, we had an aggregate of 247,711 shares of restricted
stock and 60,000 shares of deferred issuance restricted stock awards
outstanding. 53




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Item 6. Exhibits
 ExhibitNumber
    
    Description2.1(1)
    
    Agreement and Plan of Merger, dated as of October 6, 2009, by and among Gen-Probe
Incorporated, Prodigy Acquisition Corp., Prodesse, Inc. and Thomas M. Shannon and
R. Jeffrey Harris, as the Securityholders Representative
Committee.*3.1(2)
    
    Form of
Amended and Restated Certificate of Incorporation of Gen-Probe
Incorporated.3.2(3)
    
    Certificate of Amendment of Amended and Restated Certificate of Incorporation of
Gen-Probe Incorporated.3.3(4)
    
    Amended and
Restated Bylaws of Gen-Probe Incorporated.3.4(5)
    
    Certificate of Elimination of Series A Junior Participating Preferred Stock of
Gen-Probe Incorporated.4.1(2)
    
    Specimen
common stock certificate.10.106
    
    Gen-Probe
Employee Bonus Plan.10.107(6)
    
    Form of
Performance Stock Award Grant Notice and Performance Stock Award
Agreement.10.108(7)
    
    Amendment No. 2 to Credit Agreement dated as of February 11, 2010 by and between
Gen-Probe Incorporated, as Borrower, and Bank of America, N.A., as
Lender.31.1
    
    Certification dated May 5, 2010, of Principal Executive Officer required pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification dated May 5, 2010, of Principal Financial Officer required pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification dated May 5, 2010, of Principal Executive Officer required pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    Certification dated May 5, 2010, of Principal Financial Officer required pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
 
    
    Filed herewith.
    
    Indicates management contract or compensatory plan, contract or arrangement.*
    
    Gen-Probe has requested confidential treatment with respect to certain portions of this
exhibit.(1)
    
    Incorporated by reference to Gen-Probes Annual Report on Form 10-K filed with the SEC on
February 25, 2010.(2)
    
    Incorporated by reference to Gen-Probes Amendment No. 2 to Registration Statement on Form 10
(File No. 000-49834) filed with the SEC on August 14,
2002.(3)
    
    Incorporated by reference to Gen-Probes Quarterly Report on Form 10-Q (File No. 001-31279)
for the quarterly period ended June 30, 2004 filed with the SEC
on August 9, 2004.(4)
    
    Incorporated by reference to Gen-Probes Current Report on Form 8-K filed with the SEC on
February 18, 2009.(5)
    
    Incorporated by reference to Gen-Probes Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the SEC on February 23,
2007.(6)
    
    Incorporated by reference to Gen-Probes Current Report on Form 8-K with respect to
Items 5.02 and 9.01 filed with the SEC on February 16,
2010.(7)
    
    Incorporated by reference to Gen-Probes Current Report on Form 8-K with respect to
Items 1.01, 2.03 and 9.01 filed with the SEC on February 16,
2010. 54




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SIGNATURES
  GEN-PROBE INCORPORATEDDATE: May 5, 2010
    By:
    /s/ Carl W. HullCarl W. HullPresident, Chief Executive Officer and Director
(Principal Executive Officer)DATE: May 5, 2010
    By:
    /s/ Herm RosenmanHerm RosenmanSenior Vice President  Finance and Chief
Financial Officer (Principal Financial Officer and
Principal Accounting Officer) 55