Exhibit 10.103
 ***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2.
  RESTATED AGREEMENT
 between
 GEN-PROBE INCORPORATED
 and
 NOVARTIS VACCINES AND DIAGNOSTICS, INC.
 Dated as of July 24, 2009




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RESTATED AGREEMENT
 Agreement Effective Date Gen-Probe Novartis
    inter alia
 1998 Agreement
   1




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ARTICLE 1
 DEFINITIONS
  Affiliate
 Ancillary Product
 Applicable Purchase Price
  plus
  Calendar Year
    
    Applicable Percentage2009
    
    44%2010
    
    46%2011
    
    46%2012
    
    47%
 2




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Calendar Year
    
    Applicable Percentage2013
    
    47%2014
    
    48%2015 and all subsequent years during the Blood Screening Term
    
    50%
  plus
  provided however
 provided
  Blood Screening Assays
 Blood Screening Field
 Blood Screening Instruments
 3




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Blood Screening Term
 CBER
 Change in Control unless
 Clinical Diagnostic Field
 Commercially Reasonable Efforts
   Competitive Probe Assay
 Component Instruments
 4




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Confidential Information
  Customer
 Development Costs
 Development Program
 ESAS Instrument
 5




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ESAS 2 Instrument
 FDA
 First Commercial Sale
 Forecast
 Gen-Probe Copyrights
 Gen-Probe IP Rights
 Gen-Probe Know-How
 Gen-Probe Marks
 Gen-Probe Patent Rights
 6




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HCV Blood Screening Assays
 HCV
 HIV-1
  Manufacturing Cost
 7




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Net Sales Seller
 Combination Product
  8




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Non-HCV Blood Screening Assays
 Novartis Copyrights
 Novartis Know-How
 Novartis Marks
 Novartis Patent Rights
 Novartis IP Rights
 9




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##### 



Panther Instrument
 Person
 Product
 Purchase Order
 Registration Trial
 Roche Promoter-Primer Patent Claims
 Spare Part
 Supervisory Board
 Territory
 ***Confidential Treatment Requested
 10




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Third Party
 Tigris Instrument
 TMA Assay
 Transfer Price
      ***Confidential Treatment Requested
 11




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Ultrio Assay Product
 Ultrio Plus Assay Product
 Valid Claim
 WNV Assay Product
 ARTICLE 2
 REPRESENTATIONS AND WARRANTIES
 By Each Party
 ***Confidential Treatment Requested
 12




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Corporate Existence and Power
 Authorization and Enforcement of Obligations
 Consents
 No Conflict
 DISCLAIMER OF WARRANTIES
 13




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ARTICLE 3
 BLOOD SCREENING PRODUCTS
 Blood Screening Assays; Blood Screening Instruments
 Current Products
 New Product Development.
    14




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Development Programs
 Establishment
 Responsibilities
 Conduct of Development
 Subcontracts provided, however
 15




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Funding
 1 2
     16




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Records and Reports for Development Programs
 Records
 Inspection of Records
 Development Reports and Information
 Regulatory Matters
   17




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Initiation of Companion Diagnostic Program
 Manufacturing
  Step-In Manufacturing Rights
 Assays provided, however
 Instruments
 ***Confidential Treatment Requested
 18




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Commercialization
  19




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New Market Entry
  20




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Licenses
    Gen-Probes Rights in Japan in the Clinical Diagnostic Field HBV Discriminatory Assay
 Immunity Under Roche Promoter-Primer Patent Claims
 ***Confidential Treatment Requested
 21




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Noncompetition
    Other Blood Screening Instruments
 ***Confidential Treatment Requested
 22




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New Technology; Alternative Technology
 New Technology New Technology
 Impacted Field Impacted
Products
 23




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Alternative Technology Identified by Gen-Probe Alternative Technology
 Alternative Technology Identified by Novartis (Option 1) without (Option 2)
 Option 1
 ***Confidential Treatment Requested
 24




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Option 2 Option 2
  ***Confidential Treatment Requested
 25




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ARTICLE 4
 SUPERVISORY BOARD
 Supervisory Board
 Generally; Composition
 Meetings
 Actions
 Reports
 26




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Operating Committee
 Purpose Operating Committee
 Activities
 Composition.
 Operation
 ARTICLE 5
 SUPPLY TERMS
 Manufacture and Sale
 Manufacturing Practices
 Specifications
 27




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Audit
 Certificates of Analysis
 Quality Control Information
 Blood Screening Assays: Forecasts and Orders; Purchase Obligation; Purchase Orders;
Inventory; Supply Obligation; Delivery and Acceptance
 Blood Screening Assays Forecasts
     28




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st nd rd th th th th th th th th th th st th th th th th th th th
 th not down st th
 29




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th th th th
   Blood Screening Assays Purchase Obligation.
    30




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##### 



Blood Screening Assays Purchase Orders
 Schedule 5.3.3
    31




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Blood Screening Assays Inventory
    Blood Screening Assays Supply Obligation
  32




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Blood Screening Assays Delivery and Acceptance
   Blood Screening Instruments: Forecasts; Purchase Orders and Purchase Obligation;
Supply Obligation; Shipping and Delivery; Engineering Change Notification
 Blood Screening Instrument Forecasts
 33




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Tigris Instrument Allocation Plan
  34




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Blood Screening Instruments Purchase Orders and Purchase Obligation
 Tigris Instruments Tigris Instrument Purchase Orders
    Component Instruments Component Instrument Purchase Orders
  35




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Spare Parts Spare Parts Purchase Orders
  36




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Emergency Purchase Orders Emergency Purchase Order
 37




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Blood Screening Instruments Supply Obligation
 Tigris Instruments
     Component Instruments
 Spare Parts
  38




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Five Year Support and Parts Availability
 Blood Screening Instruments Shipping and Delivery
 Tigris Instruments
 39




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Component Instruments
 Spare Parts
 Blood Screening Instruments Engineering Change Notification
 Tigris Instruments
 Component Instruments
 40




---



##### 



Spare Parts
 Packaging
 Rejection and Cure
 Blood Screening Assays
 Blood Screening Instruments
 LIMITATION OF LIABILITY
 41




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##### 



Warranty
 LIMITATION OF LIABILITY
 Complaint Resolution
 Independent Purchaser Status
 Non-Commercial Products
 Internal Commercial Use
 42




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##### 



ARTICLE 6
 PAYMENTS AND REPORTS
 Compensation
 Compensation to Gen-Probe for Blood Screening Assays
 Transfer Price
 Applicable Purchase Price
 Compensation to Gen-Probe for Blood Screening Instruments
 Transfer Price
 Instrument Sales in the United States and Canada
   43




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Instrument Sales Outside the United States and Canada
 Reagent Rentals Outside the United States and Canada
 Reimbursement of Development Costs for FEP and RAS Components of eSAS 2
Instrument
 Compensation to Gen-Probe for Ancillary Products
 Transfer Price; Shipping
 Additional Compensation
 44




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Gen-Probes Agreement To Contribute To HIV Patent Payments
 ***Confidential Treatment Requested
 45




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##### 



Invoicing
 Reports
 ***Confidential Treatment Requested
 46




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##### 



Reagent Rental Reports
 Exchange Rates
 Audits
 Requesting Party Responding Party
   47




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##### 



Payment Method
 Exchange Control
 Sales and Use Taxes
 Withholding Taxes
 Late Payments
 ARTICLE 7
 CONFIDENTIALITY
 Confidential Information Receiving Party Disclosing Party
 48




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##### 



Terms of this Agreement
 Permitted Disclosures
 ARTICLE 8
 INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS
 Ownership of Inventions
 Inventions Gen-Probe Inventions Novartis Inventions Joint Inventions
 49




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***Confidential Treatment Requested
 50




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##### 



***Confidential Treatment Requested
 51




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##### 



52




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##### 



both provided
   provided
    53




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##### 



54




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Patent Rights
 Copyrights
 Gen-Probe Copyrights and Novartis Copyrights
 Copyright Protection
 55




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##### 



Trademarks
 Gen-Probe Marks and Novartis Marks
 Other Technology Rights
 Third Party Technology
 Stanford Agreement
 56




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##### 



Teknika Agreement
 Continuation of Rights
 ARTICLE 9
 INDEMNIFICATION AND INSURANCE
 Indemnity
 By Gen-Probe
 By Novartis
 57




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##### 



Procedure Indemnitee Indemnitor provided however
 Insurance
 ARTICLE 10
 TERM AND TERMINATION
 Expiration
 Termination
 Breach
 58




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##### 



Voluntary Bankruptcy
 Involuntary Bankruptcy
 Effect of Expiration and Termination
 59




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##### 



ARTICLE 11
 ARBITRATION
 Executive Mediation
 Arbitration Procedure
 Review
 60




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##### 



ARTICLE 12
 MISCELLANEOUS
 Notices
 If to Gen-Probe:
    
    Gen-Probe Incorporated10210 Genetic Center DriveSan Diego, California 92121Attention: President andChief Executive OfficerIf to Novartis:
    
    Novartis Vaccines and Diagnostics, Inc.4560 Horton StreetEmeryville, California 94608Attention: President, Diagnostics
 Force Majeure
 61




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##### 



Assignment
 provided however
   Severability
 62




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##### 



Applicable Law
 Entire Agreement
 Prior Agreements Claims
       63




---



##### 



Amendment
 Expenses and Attorneys Fees
 Independent Contractors
 Waiver
 Drafting Party
 64




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##### 



Third Parties
 Affiliates
 Counterparts
  GEN-PROBE INCORPORATED
    
    NOVARTIS VACCINES AND DIAGNOSTICS, INC.By
    
    /s/ Carl W. Hull
    
    By
    
    /s/ Peter MaagCarl W. Hull
    
    
    
    Peter MaagPresident & CEO
    
    
    
    President, DiagnosticsJuly 24, 2009
    
    
    
    July 24, 2009
 65




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Schedule 1.51
 Transcription-Based Amplification Versions
  ***Confidential Treatment Requested
 1




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##### 



***Confidential Treatment Requested
 2




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##### 



Schedule 3.1.6
 Licensed Manufacturers
  ***Confidential Treatment Requested
 1




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##### 



Schedule 5.3.1(a)
 Labeling Requirements
  ***Confidential Treatment Requested
 1




---



##### 



Schedule 5.3.3
 Sample Purchase Order
  ***Confidential Treatment Requested
 1




---



##### 



***Confidential Treatment Requested
 2




---



##### 



***Confidential Treatment Requested
 3




---



##### 



***Confidential Treatment Requested
 1




---



##### 



***Confidential Treatment Requested
 2




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##### 



Schedule 6.1.2(e)
 Reimbursement of Development Costs for FEP and RAS Components of eSAS2 Instrument
  ***Confidential Treatment Requested
 3




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##### 



***Confidential Treatment Requested
 4




---



##### 



***Confidential Treatment Requested
 5




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##### 



Schedule 8.1.6(e)
 Novartis Corporation Core Technologies
  ***Confidential Treatment Requested
 1




---



##### 



***Confidential Treatment Requested
 2




---



##### 



***Confidential Treatment Requested
 3




---



##### 



Schedule 8.7
 Gen-Probe Incorporated Core Technologies
  ***Confidential Treatment Requested
 1




---



##### 



***Confidential Treatment Requested
 2




---



##### 



***Confidential Treatment Requested
 3




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##### 



Schedule 8.9
 Additional Clauses Relating to the Stanford Agreement and the Teknika Agreement
  ***Confidential Treatment Requested
 1




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***Confidential Treatment Requested
 2




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***Confidential Treatment Requested
 3