AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT FOR PANTHER INSTRUMENT SYSTEM

Exhibit 10.3

***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 230.406

AMENDMENT NO. 2 TO
DEVELOPMENT AGREEMENT
FOR PANTHER INSTRUMENT SYSTEM

This Amendment No. 2 (“Amendment No. 2”) is entered into effective as of January 2, 2009, pursuant to and amending the “Development Agreement for Panther Instrument System” (the “Agreement”) between Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe”) and STRATEC Biomedical Systems AG (“STRATEC”).

Agreement

For their mutual benefit, the parties agree as follows:

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

2. In order to establish and clarify the rights and obligations of the parties with respect to software and firmware for the Panther Instrument pursuant to the Agreement, including Sections 1.19, 4.2, and 4.3, the parties agree that Attachment A to this Amendment No. 2 accurately sets forth their understanding as to software and firmware development.

3. Except as is expressly set forth in this Amendment No. 2, all other terms and conditions of the Agreement shall continue in full force and effect.

4. This Amendment No. 2 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. 2 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		STRATEC Biomedical Systems AG

By /s/ ▇▇▇▇ ▇▇▇▇▇		By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President, Instrument Systems		CFO

ATTACHMENT A
TO AMENDMENT NO. 2

This document lists the various elements of the software and firmware developed or to be developed for the Panther Instrument System.

The purpose of the included table is to set forth the following information for each software and firmware module:

	1.		The software module name.

	2.		A description of the module software components.

	3.		The identity of the party providing the design document for the module.

	4.		The identity of the party implementing the design document for the module.

	5.		The intellectual property classification of the module under the Agreement.

	6.		Each party’s rights to use the module [...***...].

	A.		In Stratec’s case, the right will be to [...***...].

	B.		In Gen-Probe’s case, the rights will be, as set forth in the included Table: 1) the right to use the module [...*...]; and/or 2) the right to [...*...].

1. Stratec shall [...***...]. Gen-Probe shall inform Stratec in writing as to [...***...].

2. In the case where [...***...], Gen-Probe shall indemnify and hold harmless Stratec, its affiliates and their respective officers, directors, employees and agents (the “Stratec Indemnities”) from and against any and all claims, losses, damages, liabilities and expenses including reasonable attorneys’ fees and costs (collectively, the “Damages”) paid or payable by a Stratec Indemnity to a third party that relate to or arise in connection with a claim, suit or proceeding made or brought by a third party (“Claims”) brought against a Stratec Indemnity to the extent resulting from or arising out of Gen-Probe`s acts or omissions [...***...].

3. All firmware and software [...***...], which will be maintained by Stratec and available

***Confidential Treatment Requested

to Gen-Probe [...***...]. For all such modules, Stratec will make the source code available for Gen-Probe’s audit [...***...].

4. Released versions of [...***...].

5. All firmware modules and [...***...]are based on templates owned by Stratec.

***Confidential Treatment Requested

Note: [...***...] as used in the table include the following:

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

	•		[...***...]

***Confidential Treatment Requested

Embedded Software/Firmware

Design

Gen-Probe Free

Software

Document

Implemented

Stratec Free to

GP free to

GP access to

Module

component

Provided by:

by:

Classification

[...***...]

***Confidential Treatment Requested

Design

Software

Document

Implemented

Stratec Free to

Gen-Probe Free

GP free to

GP access to

Module

component

Provided by:

by:

Classification

[...***...]

***Confidential Treatment Requested

Design

Software

Document

Design

Stratec Free to

Gen-Probe Free

GP free to

GP access to

Module

component

Provided by:

Implemented by:

IP Classification

[...***...]

***Confidential Treatment Requested

Design

Gen-Probe Free

Software

Document

Design

Stratec Free to

GP free to

GP access to

Module

component

Provided by:

Implemented by:

IP Classification

[...***...]

***Confidential Treatment Requested

Design

Gen-Probe Free

Software

Document

Design

Stratec Free to

GP free to

GP access to

Module

component

Provided by:

Implemented by:

IP Classification

[...***...]

***Confidential Treatment Requested

Application Software

Design

Software

Document

implemented

Stratec Free to

Gen-Probe Free to

GP free to

GP access to

Module

component

Provided by:

by:

[...***...]

***Confidential Treatment Requested

Design

Software

Document

implemented

Stratec Free to

Gen-Probe Free to

GP free to

GP access to

Module

component

Provided by:

by:

[...***...]

***Confidential Treatment Requested

AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT FOR PANTHER INSTRUMENT SYSTEM

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