EX-10.25









Exhibit 10.25




***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.




AMENDMENT NO. 10 TO AGREEMENT



(Tigris Warranty Resolution)




     This Amendment No. 10 (“Amendment No. 10”) is entered into effective as of September 30, 2007
(the “Amendment Effective Date”), pursuant to and amending that certain Agreement between Gen-Probe
Incorporated, a Delaware corporation (“Gen-Probe”) and Novartis Vaccines and Diagnostics, Inc., a
Delaware corporation (“Novartis V&D”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Agreement.



Recitals




     A. Prior to April 19, 2006, the legal name of Novartis V&D was Chiron Corporation.



     B. The parties entered into the Agreement as of June 11, 1998 pursuant to which, among other
things, the parties described their respective rights and obligations with respect to the
development, manufacture, marketing and distribution of Products in the Blood Screening and
Clinical Diagnostic Fields.



     C. The Agreement has been previously amended and supplemented by further written agreements of
the parties.



     D. Section 3.3.1(b) of the Agreement provides in part as follows: “Gen-Probe shall develop
each of the Blood Screening Instruments in accordance with the applicable specifications and the
applicable Development Program documents and shall conduct such clinical trials and apply for and
endeavor to obtain such regulatory approvals as necessary or appropriate to make and sell each of
the Blood Screening Instruments in the Territory for use in the Blood Screening Field.”



     E. Section 3.3.4(3) of the Agreement provides in part as follows: “Chiron shall have the
right, and the obligation, at its sole expense, to maintain and service all Blood Screening
Instruments placed in the Territory for use in the Blood Screening Field.”



     F. Section 6.6 of the Agreement provides as follows: “Gen-Probe warrants that all the
Products delivered to Chiron pursuant to this Agreement shall conform with the applicable
specifications, shall be free from defects in material and workmanship, and shall be manufactured
in compliance with applicable laws and regulations.”



Agreement




     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth in
this Amendment No. 10, the parties agree as follows:



     1. Definitions. Unless otherwise stated herein, all capitalized terms shall have the
meaning set forth in the Collaboration Agreement.



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          As used herein, “Incremental Service Costs” shall mean all additional service costs (including
but not limited to parts, labor, and travel) [...***...].




     2. Resolution of Incremental Service Costs. This Amendment No. 10 is intended to
record the agreement of the parties with respect to any and all Incremental Service Costs, past,
present, and/or future, associated with any TIGRIS instrument. Notwithstanding anything in the
Agreement to the contrary, this Amendment No. 10 shall govern the parties’ rights and obligations
with respect to Incremental Service Costs.



     3. Payment by Gen-Probe. Upon execution of this Amendment No. 10 by both parties,
Gen-Probe will make a single payment to Novartis V&D of [...***...] for all TIGRIS Incremental
Service Costs incurred or to be incurred by Novartis V&D.



     4. Termination of Dispute. Novartis V&D hereby waives and release any and all claims
it may have against Gen-Probe [...***...], including but not limited to the Incremental Service
Costs. [...***...] Future reliability improvements shall mean replacement of or changes to TIGRIS
instruments that are not a result of an unscheduled failure, safety or compliance issue, part
obsolescence, or a marketing enhancement.



     5. Waiver of Section 1542, Cal. Civil Code. Novartis V&D understands that California
Civil Code Section 1542 provides as follows:




A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor.


The provisions of California Civil Code section 1542 are hereby expressly waived by Novartis V&D to
the fullest extent that they may waive all such rights and benefits, if any, of such provisions
pertaining to the specific claims released herein. In addition, Novartis V&D hereby waives, to the
same extent set forth in the immediately preceding sentence, any provision comparable to California
Civil Code Section 1542 in any other jurisdiction, if in any way applicable, and hereby acknowledge
that these waivers are an essential and material term of this agreement.




     6. Warranty From KMC Systems, Inc. Nothing in this Agreement shall limit or waive the
rights of Novartis V&D with respect to warranties provided by KMC Instruments, Inc. or any other
contractor or subcontractor for the TIGRIS Instrument. Any and all warranties by subcontract
manufacturers of TIGRIS Instruments shall continue to inure to the benefit of





 




			
	***	 	Confidential Treatment Requested






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Novartis V&D, to the extent permitted by such contract or subcontract manufacturer, as provided in
Section 6.6 of the Agreement.




     7. Disputes. Any dispute arising between Novartis V&D and Gen-Probe arising out of
this Amendment No. 10 shall be resolved through the Mediation and Arbitration provisions set forth
in Article 13 of the Agreement.



     8. Except as is expressly set forth in this Amendment No. 10, all other terms and conditions
of the Agreement shall continue in full force and effect.



     9. This Amendment No. 10 may be executed in counterparts, each of which shall be an original,
and all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have caused this Amendment No. 10 to be executed and the
persons signing below warrant that they are duly authorized to sign for and on behalf of the
respective parties.



	 	 	 	 	 	 	 	 	 	 	 
	GEN-PROBE INCORPORATED, 

a Delaware corporation	 	 	 	NOVARTIS VACCINES AND 
DIAGNOSTICS, INC.,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Its:

	 	/s/ Carl W. Hull
 

President & Chief Operating Officer
	 	 	 	By:

Its:
	 	/s/ Paul Manners
 

VP Finance, Diagnostics
	 	 
	Date:

	 	March 26, 2008
	 	 	 	Date:
	 	April 21, 2008	 	 







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