0000936392-06-000989 Sample Contracts

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 1st, 2006 • Gen Probe Inc • Services-commercial physical & biological research • Delaware

THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of October 3, 2006 between Gen-Probe Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement (as defined below).

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SETTLEMENT AGREEMENT
Settlement Agreement • November 1st, 2006 • Gen Probe Inc • Services-commercial physical & biological research • California

IT IS HEREBY STIPULATED by and between the parties to this action, through their designated counsel, that the above-captioned action be and hereby is dismissed with prejudice pursuant to Federal Rule of Civil Procedure 41(a)(1). The parties shall be responsible for their own costs and attorneys’ fees.

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