***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
And 240.24b-2
EXHIBIT 10.59
SECOND AMENDMENT TO
SUPPLY AGREEMENT
This Second Amendment ("Second Amendment") is made and entered into as of
August 31, 2004 ("Amendment Effective Date") by and between GEN-PROBE
INCORPORATED, a Delaware corporation, having a principal place of business at
00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, 00000-0000 ("Gen-Probe") and
ROCHE DIAGNOSTICS GmbH, having a principal place of business at Roche Applied
Science, Sandhofer StraBe 116, D-69305 Mannheim, Germany ("Roche")
(collectively, "Parties").
RECITALS
Roche and Gen-Probe entered into a Supply Agreement effective March 5,
1998 ("Agreement") which was subsequently amended by the First Amendment to
Supply Agreement having an effective date of February 21, 2001 ("Amendment").
The Parties now wish to further amend the Agreement and the Amendment.
NOW, THEREFORE, in consideration of the mutual obligations in this Second
Amendment, the Parties agree as follows:
TERMS
1. Capitalized terms used but not defined in this Amendment shall have the
meanings set forth in the Agreement, as amended, and shall be interpreted
as of the original date of that Agreement.
2. Section 4.1 (a) of the Agreement is deleted in its entirety and replaced
with the following:
Fixed Prices to be paid by GEN-PROBE for the Products are specified in
Attachment B through December 31, 2005, and are contingent upon current
specifications and acceptance criteria as described in Attachment A.
3. Attachment B of the Agreement is deleted in its entirety and replaced with
Attachment B attached hereto.
4. Attachment C of the Agreement is deleted in its entirety and replaced with
Attachment C attached here.
5. All other terms and conditions of the Agreement shall remain in full force
and effect.
6. Facsimile signatures are deemed equivalent to original signatures for
purposes of this Agreement.
7. This Second Amendment is effective on the Amendment Effective Date.
IN WITNESS WHEREOF, the Parties have executed this Second Amendment by
their duly authorized representatives.
GEN-PROBE INCORPORATED ROCHE DIAGNOSTICS GMBH
/s/ Xxxxx X. Xxxxxxxx /s/ signatures illegible
------------------------ ---------------------------------------------
Xxxxx X. Xxxxxxxx Name:
President & CEO Title: Legal Counsel SVP Global Marketing
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ATTACHMENT B, CATEGORY A
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ATTACHMENT B, CATEGORY B
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ATTACHMENT C, CATEGORY A
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