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                                                                   Exhibit 10.68

                       THE 2002 NEW-HIRE STOCK OPTION PLAN

                                       OF

                             GEN-PROBE INCORPORATED
              (adopted by Board of Directors on November 11, 2003)

         Gen-Probe Incorporated, a Delaware corporation, has adopted The 2002
New-Hire Stock Option Plan of Gen-Probe Incorporated (the "Plan"), effective
November 11, 2002, for the benefit of its eligible newly hired Employees.

                  The purposes of the Plan are as follows:

                  (1)      To provide an additional incentive for Employees (as
such terms are defined below) to further the growth, development and financial
success of the Company by personally benefiting through the ownership of Company
stock and/or rights which recognize such growth, development and financial
success.

                  (2)      To enable the Company to obtain and retain the
services of Employees considered essential to the long range success of the
Company by offering them an opportunity to own stock in the Company and/or
rights which will reflect the growth, development and financial success of the
Company.

                                   ARTICLE I.

                                   DEFINITIONS

                  1.1.     General. Whenever the following terms are used in the
Plan they shall have the meanings specified below, unless the context clearly
indicates otherwise.

                  1.2.     Administrator. "Administrator" shall mean the
Committee, except to the extent the Board has assumed the authority for
administration of the Plan as provided in Section 7.2.

                  1.3.     Board. "Board" shall mean the Board of Directors of
the Company.

                  1.4.     Change in Control. "Change in Control" shall mean a
change in ownership or control of the Company effected through any of the
following transactions:

                           (a)      any person or related group of persons
         (other than the Company or a person that, prior to such transaction,
         directly or indirectly controls, is controlled by, or is under common
         control with, the Company) directly or indirectly acquires beneficial
         ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Company's outstanding securities pursuant
         to a tender or exchange offer for securities of the Company; or

                           (b)      there is a change in the composition of the
         Board over a period of

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         thirty-six (36) consecutive months (or less) such that a majority of
         the Board members (rounded up to the nearest whole number) ceases, by
         reason of one or more proxy contests for the election of Board members,
         to be comprised of individuals who either (i) have been Board members
         continuously since the beginning of such period or (ii) have been
         elected or nominated for election as Board members during such period
         by at least a majority of the Board members described in clause (i) who
         were still in office at the time such election or nomination was
         approved by the Board; or

                           (c)      a merger or consolidation of the Company
         with any other corporation (or other entity), other than a merger or
         consolidation which would result in the voting securities of the
         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity or another entity) more than 66-2/3%
         of the combined voting power of the voting securities of the Company or
         such surviving entity outstanding immediately after such merger or
         consolidation; provided, however, that a merger or consolidation
         effected to implement a recapitalization of the Company (or similar
         transaction) in which no person acquires more than 25% of the combined
         voting power of the Company's then outstanding voting securities shall
         not constitute a Change in Control; or

                           (d)      a plan of complete liquidation of the
         Company or an agreement for the sale or disposition by the Company of
         all or substantially all of the Company's assets.

                  1.5.     Code. "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

                  1.6.     Committee. "Committee" shall mean the Compensation
Committee of the Board, or another committee or subcommittee of the Board,
appointed as provided in Section 7.1.

                  1.7.     Common Stock. "Common Stock" shall mean the common
stock of the Company, par value $0.0001 per share.

                  1.8.     Company. "Company" shall mean Gen-Probe Incorporated,
a Delaware corporation.

                  1.9.     Director. "Director" shall mean a member of the
Board, whether such Director is an Employee or a Non-Employee Director.

                  1.10.    DRO. "DRO" shall mean a domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.

                  1.11.    Employee. "Employee" shall mean any officer or other
employee (as defined in accordance with Section 3401(c) of the Code) of the
Company, or of any corporation which is a Subsidiary.

                  1.12.    Exchange Act. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time.

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                  1.13.    Fair Market Value. "Fair Market Value" shall mean, as
of any date, the value of the Common Stock determined as follows:

                           (a)      If the Common Stock is listed on any
         established stock exchange or traded on The Nasdaq National Market or
         the Nasdaq SmallCap Market, the Fair Market Value of a share of Common
         Stock shall be the closing sales price for such stock (or the closing
         bid, if no sales were reported) as quoted on such exchange or market
         (or the exchange or market with the greatest volume of trading in the
         Common Stock) on the last market trading day prior to the day of
         determination, as reported by The Nasdaq Stock Market or such other
         source as the Board deems reliable.

                           (b)      In the absence of such markets for the
         Common Stock, the Fair Market Value shall be determined in good faith
         by the Board.

                  1.14.    Holder. "Holder" shall mean a person who has been
granted an Option.

                  1.15.    Independent Director. "Independent Director" shall
mean a member of the Board who is a "non-employee director" for purposes of Rule
16b-3 and who is "independent" within the meaning of NASD Rule 4200.

                  1.16.    Non-Qualified Stock Option. "Non-Qualified Stock
Option" shall mean an Option not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

                  1.17.    Officer. "Officer" shall mean a President, Secretary,
Treasurer, Chairman of the Board, Vice President, Assistant Secretary or
Assistant Treasurer of the Company, as such positions are described in the
Company's Bylaws, any other person designated an "officer" of the Company by the
Board of Directors in accordance with the Company's Bylaws or any person who is
an "officer" within the meaning of Rule 16a-1(f) under the Exchange Act or NASD
Rule 4350(i)(1)(A).

                  1.18.    Option. "Option" shall mean a Non-Qualified Stock
Option granted under Article IV of the Plan.

                  1.19.    Option Agreement. "Option Agreement" shall mean a
written agreement executed by an authorized officer of the Company and the
Holder, which shall contain such terms and conditions with respect to an Option,
as the Administrator shall determine, consistent with the Plan.

                  1.20.    Plan. "Plan" shall mean The 2002 New-Hire Stock
Option Plan of Gen-Probe Incorporated.

                  1.21.    Rule 16b-3. "Rule 16b-3" shall mean that certain Rule
16b-3 under the Exchange Act, as such Rule may be amended from time to time.

                  1.22.    Securities Act. "Securities Act" shall mean the
Securities Act of 1933, as amended.

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                  1.23.    Subsidiary. "Subsidiary" shall mean any corporation
in an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

                  1.24.    Termination of Employment. "Termination of
Employment" shall mean the time when the employee-employer relationship between
a Holder and the Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement; but excluding (a)
terminations where there is a simultaneous reemployment or continuing employment
of a Holder by the Company or any Subsidiary or a parent corporation thereof
(within the meaning of Section 422 of the Code), (b) at the discretion of the
Administrator, terminations which result in a temporary severance of the
employee-employer relationship, and (c) at the discretion of the Administrator,
terminations which are followed by the simultaneous establishment of a
consulting relationship by the Company or a Subsidiary with the former employee.
The Administrator, in its absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for cause, and all questions of whether a particular
leave of absence constitutes a Termination of Employment.

                                   ARTICLE II.

                             SHARES SUBJECT TO PLAN

                  2.1.     Shares Subject to Plan. The shares of stock subject
to Options shall be Common Stock, subject to Section 8.3 of the Plan. The
aggregate number of such shares which may be issued upon exercise of such
Options shall not exceed Four Hundred Thousand (400,000)(1). The shares of
Common Stock issuable upon exercise of such Options may be either previously
authorized but unissued shares or treasury shares.

                  2.2.     Add-Back of Options. If any Option expires or is
canceled without having been fully exercised, the number of shares of Common
Stock subject to such Option but as to which such Option was not exercised prior
to its expiration or cancellation may again be optioned hereunder, subject to
the limitations of Section 2.1. Furthermore, any shares subject to Options which
are adjusted pursuant to Section 8.3 and become exercisable with respect to
shares of stock of another corporation shall be considered cancelled and may
again be optioned hereunder, subject to the limitations of Section 2.1. Shares
of Common Stock which are delivered by the Holder or withheld by the Company
upon the exercise of any Option under the Plan, in payment of the exercise price
thereof or tax withholding thereon, may again be optioned, granted or awarded
hereunder, subject to the limitations of Section 2.1.

                                  ARTICLE III.

                               GRANTING OF OPTIONS

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(1) Adjusted from 200,000 to to 400,000 to reflect the two-for-one stock split
implemented as a 100% stock dividend, effective September 2003.

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                  3.1.     Option Agreement. Each Option shall be evidenced by
an Option Agreement.

                  3.2.     Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan, the Plan, and any Option
granted to any individual who is then subject to Section 16 of the Exchange Act,
shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of
such exemptive rule. To the extent permitted by applicable law, the Plan and the
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

                  3.3.     At-Will Employment. Nothing in the Plan or in any
Option Agreement hereunder shall confer upon any Holder any right to continue in
the employ of the Company or any Subsidiary or shall interfere with or restrict
in any way the rights of the Company and any Subsidiary to discharge any Holder
at any time for any reason whatsoever, with or without cause, except to the
extent expressly provided otherwise in a written employment agreement between
the Holder and the Company and any Subsidiary.

                                   ARTICLE IV.

                        GRANTING OF OPTIONS TO EMPLOYEES

                  4.1.     Eligibility. Notwithstanding anything herein to the
contrary, only newly hired Employees (including Employees who will become
Officers or Directors of the Company) who have not previously been employed by
the Company and with respect to whom Options are to be granted as an inducement
material to such Employees' entering into employment with the Company shall be
eligible to receive grants of Options under this Plan. All grants shall be made
at the discretion of the Committee or a majority of the Company's Independent
Directors, and no person shall be entitled to a grant of an Option as a matter
of right.

                  4.2.     Granting of Options to Employees.

                           (a)      The Committee shall from time to time, in
         its absolute discretion, and subject to applicable limitations of the
         Plan:

                                    (i)      Select from among the newly hired
                  Employees such of them as in its opinion should be granted
                  Options;

                                    (ii)     determine the number of shares of
                  Common Stock to be subject to such Options granted to the
                  selected Employees;

                                    (iii)    Determine the terms and conditions
                  of such Options, consistent with the Plan.

                           (b)      Upon the selection of an Employee to be
         granted an Option, the Committee shall instruct the Secretary of the
         Company to issue the Option and may impose such conditions on the grant
         of the Option as it deems appropriate, and the

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         Committee shall authorize one or more of the officers of the Company to
         prepare, execute and deliver the Option Agreement with respect to such
         Option.

                  4.3.     Options in Lieu of Cash Compensation. Options may be
granted under the Plan to Employees in lieu of cash bonuses which would
otherwise be payable to such Employees pursuant to such policies which may be
adopted by the Administrator from time to time.

                                   ARTICLE V.

                                TERMS OF OPTIONS

                  5.1.     Option Price. The price per share of the shares of
Common Stock subject to each Option granted to Employees shall be set by the
Committee; provided, however, that such price shall be no less than 100% of the
Fair Market Value of a share of Common Stock on the date the Option is granted.

                  5.2.     Option Term. The term of an Option granted to an
Employee shall be set by the Committee in its absolute discretion; provided,
however, that the term shall not be more than ten (10) years from the date the
Option is granted. The Committee may extend the term of any outstanding Option
in connection with any Termination of Employment of the Holder, or amend any
other term or condition of such Option relating to such a termination.

                  5.3.     Option Vesting

                           (a)      The period during which the right to
         exercise, in whole or in part, an Option granted to an Employee vests
         in the Holder shall be set by the Committee, and the Committee may
         determine that an Option may not be exercised in whole or in part for a
         specified period after it is granted. At any time after grant of an
         Option, the Committee may, in its absolute discretion and subject to
         whatever terms and conditions it selects, accelerate the period during
         which an Option granted to an Employee vests and becomes exercisable.

                           (b)      No portion of an Option granted to an
         Employee which is unexercisable at Termination of Employment shall
         thereafter become exercisable, except as may be otherwise provided by
         the Committee either in the Option Agreement or by action of the
         Committee following the grant of the Option.

                  5.4.     Restrictions on Common Stock. The Administrator may,
in its sole discretion, provide under the terms of an Option that shares of
Common Stock purchased upon exercise of such Option shall be subject to
repurchase from the Holder by the Company, or shall be subject to such
restrictions as the Administrator shall provide, which restrictions may include,
without limitation, restrictions concerning voting rights and transferability
and restrictions based on duration of employment with the Company and the
Subsidiaries, Company performance and individual performance; provided, however,
that, by action taken after the Common Stock is purchased upon exercise of the
Option, the Administrator may, on such terms and conditions as it may determine
to be appropriate, terminate the Company's repurchase right or remove any or all
of the restrictions imposed by the terms of the Option Agreement. The Company's
right to repurchase the Common Stock from the Holder then subject to the right
shall provide that

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immediately upon a Termination of Employment and for such period as the
Administrator shall determine, the Company shall have the right to purchase the
Common Stock at a price per share equal to the price paid by the Holder for such
Common Stock, or such other price as is determined by the Administrator;
provided, however, that, in the event of a Change in Control, such right of
repurchase shall terminate immediately prior to the effective date of such
Change in Control. Shares of Common Stock purchased upon the exercise of an
Option may not be sold, transferred or encumbered until any repurchase right and
any and all restrictions are terminated or expire. The Secretary of the Company
or such other escrow holder as the Administrator may appoint shall retain
physical custody of each certificate representing such shares of Common Stock
until the repurchase right and any and all of the restrictions imposed under the
Option Agreement with respect to the shares evidenced by such certificate
terminate, expire or shall have been removed. In order to enforce the
restrictions imposed upon shares of Common Stock hereunder, the Administrator
shall cause a legend or legends to be placed on certificates representing all
shares of Common Stock that are still subject to any repurchase right or
restrictions under Option Agreements, which legend or legends shall make
appropriate reference to the conditions imposed thereby. If a Holder makes an
election under Section 83(b) of the Code, or any successor section thereto, to
be taxed with respect to the Common Stock as of the date of transfer of the
Common Stock rather than as of the date or dates upon which the Holder would
otherwise be taxable under Section 83(a) of the Code, the Holder shall deliver a
copy of such election to the Company immediately after filing such election with
the Internal Revenue Service.

                                   ARTICLE VI.

                               EXERCISE OF OPTIONS

                  6.1.     Partial Exercise. An exercisable Option may be
exercised in whole or in part. However, an Option shall not be exercisable with
respect to fractional shares and the Administrator may require that, by the
terms of the Option, a partial exercise be with respect to a minimum number of
shares.

                  6.2.     Manner of Exercise. All or a portion of an
exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company or his office:

                           (a)      A written notice complying with the
         applicable rules established by the Administrator stating that the
         Option, or a portion thereof, is exercised. The notice shall be signed
         by the Holder or other person then entitled to exercise the Option or
         such portion of the Option;

                           (b)      Such representations and documents as the
         Administrator, in its absolute discretion, deems necessary or advisable
         to effect compliance with all applicable provisions of the Securities
         Act and any other federal or state securities laws or regulations. The
         Administrator may, in its absolute discretion, also take whatever
         additional actions it deems appropriate to effect such compliance
         including, without limitation, placing legends on share certificates
         and issuing stop-transfer notices to agents and registrars;

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                           (c)      In the event that the Option shall be
         exercised pursuant to Section 8.1 by any person or persons other than
         the Holder, appropriate proof of the right of such person or persons to
         exercise the Option; and

                           (d)      Full cash payment to the Secretary of the
         Company for the shares with respect to which the Option, or portion
         thereof, is exercised. However, the Administrator, may in its sole and
         absolute discretion (i) allow a delay in payment up to thirty (30) days
         from the date the Option, or portion thereof, is exercised; (ii) allow
         payment, in whole or in part, through the delivery of shares of Common
         Stock which have been owned by the Holder for at least six months, duly
         endorsed for transfer to the Company with a Fair Market Value on the
         date of delivery equal to the aggregate exercise price of the Option or
         exercised portion thereof; (iii) allow payment, in whole or in part,
         through the surrender of shares of Common Stock then issuable upon
         exercise of the Option having a Fair Market Value on the date of Option
         exercise equal to the aggregate exercise price of the Option or
         exercised portion thereof; (iv) allow payment, in whole or in part,
         through the delivery of a notice that the Holder has placed a market
         sell order with a broker with respect to shares of Common Stock then
         issuable upon exercise of the Option, and that the broker has been
         directed to pay a sufficient portion of the net proceeds of the sale to
         the Company in satisfaction of the Option exercise price; provided that
         payment of such proceeds is then made to the Company upon settlement of
         such sale; or (v) allow payment through any combination of the
         consideration provided in the foregoing subparagraphs (ii), (iii) and
         (iv).

                  6.3.     Conditions to Issuance of Stock Certificates. The
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:

                           (a)      The admission of such shares to listing on
         all stock exchanges on which such class of stock is then listed;

                           (b)      The completion of any registration or other
         qualification of such shares under any state or federal law, or under
         the rulings or regulations of the Securities and Exchange Commission or
         any other governmental regulatory body which the Administrator shall,
         in its absolute discretion, deem necessary or advisable;

                           (c)      The obtaining of any approval or other
         clearance from any state or federal governmental agency which the
         Administrator shall, in its absolute discretion, determine to be
         necessary or advisable;

                           (d)      The lapse of such reasonable period of time
         following the exercise of the Option as the Administrator may establish
         from time to time for reasons of administrative convenience; and

                           (e)      The receipt by the Company of full payment
         for such shares, including payment of any applicable withholding tax,
         which in the discretion of the Administrator may be in the form of
         consideration used by the Holder to pay for such shares under Section
         6.2(d).

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                  6.4.     Rights as Stockholders. Holders shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such Holders.

                  6.5.     Ownership and Transfer Restrictions. The
Administrator, in its absolute discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the exercise of an
Option as it deems appropriate. Any such restriction shall be set forth in the
respective Option Agreement and may be referred to on the certificates
evidencing such shares.

                  6.6.     Additional Limitations on Exercise of Options.
Holders may be required to comply with any timing or other restrictions with
respect to the settlement or exercise of an Option, including a window-period
limitation, as may be imposed in the discretion of the Administrator.

                                  ARTICLE VII.

                                 ADMINISTRATION

                  7.1.     Committee. The Committee shall be the Compensation
Committee of the Board (or another committee or a subcommittee of the Board
assuming the functions of the Committee under the Plan), and the Compensation
Committee (or other committee or subcommittee) shall consist solely of two or
more Non-Employee Directors appointed by and holding office at the pleasure of
the Board. Appointment of Committee members shall be effective upon acceptance
of appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may be filled by the Board.

                  7.2.     Duties and Powers of Committee. It shall be the duty
of the Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the Plan
and the Option Agreements, and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith, to
interpret, amend or revoke any such rules and to amend any Option Agreement
provided that the rights or obligations of the Holder of the Option that is the
subject of any such Option Agreement are not affected adversely. In its absolute
discretion, the Board may at any time and from time to time assume any and all
rights and duties of the Committee under the Plan; provided that grants of
Options may be made only by the Committee or by a majority of the Company's
Independent Directors.

                  7.3.     Majority Rule; Unanimous Written Consent. The
Committee shall act by a majority of its members in attendance at a meeting at
which a quorum is present or by a memorandum or other written instrument signed
by all members of the Committee.

                  7.4.     Compensation; Professional Assistance; Good Faith
Actions. Members of the Committee shall receive such compensation, if any, for
their services as members as may be determined by the Board. All expenses and
liabilities which members of the Committee incur in connection with the
administration of the Plan shall be borne by the Company. The Committee

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may, with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers, or other persons. The Committee, the Company and the
Company's officers and directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee or the Board in good
faith shall be final and binding upon all Holders, the Company and all other
interested persons. No members of the Committee or Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or Options, and all members of the Committee and the Board
shall be fully protected by the Company in respect of any such action,
determination or interpretation.

                                 ARTICLE VIII.

                            MISCELLANEOUS PROVISIONS

                  8.1.     Not Transferable. No Option under the Plan may be
sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution or, subject to the consent of the
Administrator, pursuant to a DRO, unless and until such Option has been
exercised, or the shares underlying such Option have been issued, and all
restrictions applicable to such shares have lapsed. No Option or interest or
right therein shall be liable for the debts, contracts or engagements of the
Holder or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.

                  During the lifetime of the Holder, only he may exercise an
Option (or any portion thereof) granted to him under the Plan, unless it has
been disposed of with the consent of the Administrator pursuant to a DRO. After
the death of the Holder, any exercisable portion of an Option may, prior to the
time when such portion becomes unexercisable under the Plan or the applicable
Option Agreement, be exercised by his personal representative or by any person
empowered to do so under the deceased Holder's will or under the then applicable
laws of descent and distribution.

                  Notwithstanding the foregoing provisions of this Section 8.1,
the Administrator, in its sole discretion, may determine to grant a
Non-Qualified Stock Option which, by its terms as set forth in the applicable
Option Agreement, may be transferred by the Holder, in writing and with prior
written notice to the Administrator, to any one or more Permitted Transferees
(as defined below), subject to the following terms and conditions: (a) a
Non-Qualified Stock Option transferred to a Permitted Transferee shall not be
assignable or transferable by the Permitted Transferee other than by will or the
laws of descent and distribution; (b) any Non-Qualified Stock Option which is
transferred to a Permitted Transferee shall continue to be subject to all the
terms and conditions of the Non-Qualified Stock Option as applicable to the
original Holder (other than the ability to further transfer the Non-Qualified
Stock Option); and (c) the Holder and the Permitted Transferee shall execute any
and all documents requested by the Administrator, including, without limitation,
documents to: (i) confirm the status of the transferee as a Permitted
Transferee, (ii) satisfy any requirements for an exemption for the transfer
under

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applicable federal and state securities laws and (iii) evidence the
transfer. For purposes of this Section, "Permitted Transferee" shall mean, with
respect to a Holder, any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Holder's household (other than a
tenant or employee), a trust in which these persons (or the Holder) control the
management of assets, and any other entity in which these persons (or the
Holder) owns more than fifty percent (50%) of the voting interests, or any other
transferee specifically approved by the Administrator after taking into account
any state or federal tax or securities laws applicable to transferable
Non-Qualified Stock Options.

                  8.2.     Amendment, Suspension or Termination of the Plan.
Except as otherwise provided in this Section 8.2, the Plan may be wholly or
partially amended or otherwise modified, suspended or terminated at any time or
from time to time by the Board. No amendment, suspension or termination of the
Plan shall, without the consent of the Holder alter or impair any rights or
obligations under any Option theretofore granted or awarded, unless the Option
itself otherwise expressly so provides. No Options may be granted or awarded
during any period of suspension or after termination of the Plan, and in no
event may any Option be granted under the Plan after the expiration of ten years
from the date the Plan is adopted by the Board.

                  8.3.     Changes in Common Stock or Assets of the Company,
Acquisition or Liquidation of the Company and Other Corporate Events.

                           (a)      Subject to Section 8.3(d), in the event that
         the Administrator determines that any dividend or other distribution
         (whether in the form of cash, Common Stock, other securities, or other
         property), recapitalization, reclassification, stock split, reverse
         stock split, reorganization, merger, consolidation, split-up, spin-off,
         combination, repurchase, liquidation, dissolution, or sale, transfer,
         exchange or other disposition of all or substantially all of the assets
         of the Company, or exchange of Common Stock or other securities of the
         Company, issuance of warrants or other rights to purchase Common Stock
         or other securities of the Company, or other similar corporate
         transaction or event, in the Administrator's sole discretion, affects
         the Common Stock such that an adjustment is determined by the
         Administrator to be appropriate in order to prevent dilution or
         enlargement of the benefits or potential benefits intended to be made
         available under the Plan or with respect to an Option, then the
         Administrator shall, in such manner as it may deem equitable, adjust
         any or all of:

                                    (i)      the number and kind of shares of
                  Common Stock (or other securities or property) with respect to
                  which Options may be granted (including, but not limited to,
                  adjustments of the limitations in Section 2.1 on the maximum
                  number and kind of shares which may be issued),

                                    (ii)     the number and kind of shares of
                  Common Stock (or other securities or property) subject to
                  outstanding Options, and

                                    (iii)    the exercise price with respect to
                  any Option.

                                       11
<PAGE>

                           (b)      Subject to Sections 8.3(d) and 8.4, in the
         event of any transaction or event described in Section 8.3(a) or any
         unusual or nonrecurring transactions or events affecting the Company,
         any affiliate of the Company, or the financial statements of the
         Company or any affiliate, or of changes in applicable laws,
         regulations, or accounting principles, the Administrator, in its sole
         and absolute discretion, and on such terms and conditions as it deems
         appropriate, either by the terms of the Option or by action taken prior
         to the occurrence of such transaction or event (any such action applied
         to Employees and former Employees to be applied uniformly) and either
         automatically or upon the Holder's request, is hereby authorized to
         take any one or more of the following actions whenever the
         Administrator determines that such action is appropriate in order to
         prevent dilution or enlargement of the benefits or potential benefits
         intended to be made available under the Plan or with respect to any
         Option under the Plan, to facilitate such transactions or events or to
         give effect to such changes in laws, regulations or principles:

                                    (i)      to provide for either the
                  cancellation of any such Option for an amount of cash equal to
                  the amount that could have been attained upon the exercise of
                  such Option or realization of the Holder's rights had such
                  Option been currently exercisable or fully vested, or the
                  replacement of such Option with other rights or property
                  selected by the Administrator in its sole discretion;

                                    (ii)     to provide that the Option cannot
                  vest or be exercised after such event;

                                    (iii)    to provide that such Option shall
                  be exercisable as to all shares covered thereby,
                  notwithstanding anything to the contrary in Section 5.3 or the
                  provisions of such Option;

                                    (iv)     to provide that such Option be
                  assumed by the successor or survivor corporation, or a parent
                  or subsidiary thereof, or shall be substituted for by similar
                  options, rights or awards covering the stock of the successor
                  or survivor corporation, or a parent or subsidiary thereof,
                  with appropriate adjustments as to the number and kind of
                  shares and prices;

                                    (v)      to make adjustments in the number
                  and type of shares of Common Stock (or other securities or
                  property) subject to outstanding Options and/or in the terms
                  and conditions of (including the exercise price), and the
                  criteria included in, outstanding Options and Options which
                  may be granted in the future; and

                                    (vi)     to provide that, for a specified
                  period of time prior to such event, the restrictions imposed
                  under an Option Agreement upon some or all shares of Common
                  Stock may be terminated and some or all shares of such Common
                  Stock may cease to be subject to repurchase after such event.

                                       12
<PAGE>

                           (c)      Subject to Sections 8.3(d), 3.2 and 3.3, the
         Administrator may, in its discretion, include such further provisions
         and limitations in any Option, Option Agreement or certificate, as it
         may deem equitable and in the best interests of the Company.

                           (d)      No adjustment or action described in this
         Section 8.3 or in any other provision of the Plan shall be authorized
         to the extent such adjustment or action would result in short-swing
         profits liability under Section 16 or violate the exemptive conditions
         of Rule 16b-3 unless the Administrator determines that the Option is
         not to comply with such exemptive conditions. The number of shares of
         Common Stock subject to any Option shall always be rounded to the next
         whole number.

                           (e)      The existence of the Plan, the Option
         Agreement and the Options granted hereunder shall not affect or
         restrict in any way the right or power of the Company or the
         stockholders of the Company to make or authorize any adjustment,
         recapitalization, reorganization or other change in the Company's
         capital structure or its business, any merger or consolidation of the
         Company, any issue of stock or of options, warrants or rights to
         purchase stock or of bonds, debentures, preferred or prior preference
         stocks whose rights are superior to or affect the Common Stock or the
         rights thereof or which are convertible into or exchangeable for Common
         Stock, or the dissolution or liquidation of the Company, or any sale or
         transfer of all or any part of its assets or business, or any other
         corporate act or proceeding, whether of a similar character or
         otherwise.

                  8.4.     Change in Control. Notwithstanding any other
provision of the Plan, in the event of a Change in Control, each outstanding
Option shall, immediately prior to the effective date of the Change in Control,
automatically become fully exercisable for all of the shares of Common Stock at
the time subject to such Option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock.

                  8.5.     Tax Withholding. The Company shall be entitled to
require payment in cash or deduction from other compensation payable to each
Holder of any sums required by federal, state or local tax law to be withheld
with respect to the issuance, vesting, exercise or payment of any Option. The
Administrator may in its discretion and in satisfaction of the foregoing
requirement allow such Holder to elect to have the Company withhold shares of
Common Stock otherwise issuable under such Option (or allow the return of shares
of Common Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Common Stock which may be withheld with respect to the issuance, vesting,
exercise or payment of any Option (or which may be repurchased from the Holder
of such Option within six months after such shares of Common Stock were acquired
by the Holder from the Company) in order to satisfy the Holder's federal and
state income and payroll tax liabilities with respect to the issuance, vesting,
exercise or payment of the Option shall be limited to the number of shares which
have a Fair Market Value on the date of withholding or repurchase equal to the
aggregate amount of such liabilities based on the minimum statutory withholding
rates for federal and state tax income and payroll tax purposes that are
applicable to such supplemental taxable income.

                                       13
<PAGE>

                  8.6.     Forfeiture Provisions. Subject to the limitations of
applicable law, pursuant to its general authority to determine the terms and
conditions applicable to Options under the Plan, the Administrator shall have
the right to provide, in the terms of Options made under the Plan, or to require
a Holder to agree by separate written instrument, that if (a)(i) the Holder at
any time, or during a specified time period, engages in any activity in
competition with the Company, or which is inimical, contrary or harmful to the
interests of the Company, as further defined by the Administrator or (ii) the
Holder incurs a Termination of Employment for cause, then (b) (i) any proceeds,
gains or other economic benefit actually or constructively received by the
Holder upon any exercise of the Option, or upon the receipt or resale of any
Common Stock underlying the Option, must be paid to the Company, and (ii) the
Option shall terminate and any unexercised portion of the Option (whether or not
vested) shall be forfeited.

                  8.7.     Effect of Plan upon Options and Compensation Plans.
The adoption of the Plan shall not affect any other compensation or incentive
plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be
construed to limit the right of the Company (a) to establish any other forms of
incentives or compensation for Employees of the Company or any Subsidiary or (b)
to grant or assume options or other rights or awards otherwise than under the
Plan in connection with any proper corporate purpose including but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, limited liability
company, firm or association.

                  8.8.     Compliance with Laws. The Plan, the granting and
vesting of Options under the Plan and the issuance and delivery of shares of
Common Stock and the payment of money under the Plan or under Options granted
hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal securities
law and federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Any securities
delivered under the Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company, provide such
assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all applicable legal requirements. To the
extent permitted by applicable law, the Plan and Options granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

                  8.9.     Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of share of Common Stock hereunder, shall relieve the Company
of any liability in respect of the failure to issue or sell such shares of
Common Stock as to which such requisite authority shall not have been obtained.

                  8.10.    Reservation of Shares. The Company, during the term
of this Plan, shall at all times reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan.

                  8.11.    Investment Intent. The Company may require a Holder
or other person purchasing shares of Common Stock, as a condition of exercising
or acquiring Common Stock

                                       14
<PAGE>

under any Option, to give written assurances satisfactory to the Company as to
the Holder's or other person's knowledge and experience in financial and
business matters and/or to employ a representative reasonably satisfactory to
the Company who is knowledgeable and experienced in financial and business
matters and that such Holder or person is capable of evaluating, alone or
together with the representative, the merits and risks of exercising the Option;
and to give written assurances satisfactory to the Company stating that the
person is acquiring the stock subject to the Option for such Holder or person's
own account and not with any present intention of selling or otherwise
distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if the issuance of the
shares upon the exercise or acquisition of Common Stock under the applicable
Option has been registered under a then currently effective registration
statement under the Securities Act, or as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

                  8.12.    Titles. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Plan.

                  8.13.    Governing Law. The Plan and any agreements hereunder
shall be administered, interpreted and enforced under the internal laws of the
State of California without regard to conflicts of laws thereof.

                  8.14.    Compliance with NASD Rules. The Plan has been
designed to permit grants of Options to newly hired Employees without
shareholder approval in accordance with the express exceptions to NASD Rule
4350(i) and shall be interpreted and administered in a manner consistent with
such intent.

                                      * * *

                  I hereby certify that the foregoing Plan was duly adopted by
the Board of Directors of Gen-Probe Incorporated on November 11, 2002.

                  Executed on this 11 day of November, 2003.

                                                 /s/ R. William Bowen
                                                 -------------------------------
                                                 R. William Bowen
                                                 Assistant Secretary

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