ULTRIO ADDENDUM AMENDING AGREEMENT

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CHIRON CORP | GEN-PROBE INCORPORATED

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Title: ULTRIO ADDENDUM AMENDING AGREEMENT
Date: 3/3/2004
Industry: BIOTRX Sector: HEALTH

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Exhibit 10.329

CONFIDENTIAL

REDACTED VERSION

[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

FUTURE BLOOD SCREENING ASSAY—

ULTRIO ADDENDUM

AMENDING

AGREEMENT ENTERED INTO AS OF JUNE 11, 1998

BY AND BETWEEN

GEN-PROBE INCORPORATED, A DELAWARE CORPORATION

AND

CHIRON CORPORATION

1.	Definitions		2
	1.1	Agreement	2
	1.2	Binder	2
	1.3	Budget	2
	1.4	Completion Date	2
	1.5	FTE Labor Rate	2
	1.6	Interim Events	2
	1.7	Material Modification	2
	1.8	NIH Monies	2
	1.9	Non-material Modification	2
	1.10	Product Requirements Document	3
	1.11	Project Management	3
	1.12	Resource Plan	3
	1.13	Software Requirements Specifications	3
	1.14	Technical Plan	3
	1.15	Timeline	3
	1.16	Ultrio Assay Product	3
	1.17	Ultrio Development Costs	3
	1.18	Ultrio Development Program	3
2.	Ultrio Development Program		3
	2.1	Objective	3
	2.2	General Conduct of Development	3
	2.3	No Guarantee	4
	2.4	Project Management	4
		2.4.1 Principles of Project Management	4
		2.4.2 Project Manager	5
		2.4.3 Project Manager's Responsibilities	5
		2.4.4 Project Leaders	6
		2.4.5 Reports	6
		2.4.6 Meetings of the Supervisory Board	6
	2.5	Development Responsibilities	6
		2.5.1 Principal Responsibility; General Statement	6
		2.5.2 Shared Responsibility	6
		2.5.3 Principal and Shared Responsibility; Specific Allocation	7
		2.5.4 Regulatory/Licensure	7
		2.5.5 Project Leader Disagreements	8
3.	Modifications		8
	3.1	Ultrio Development Program Definition	8
	3.2	Modifications	8
		3.2.1 Request for Modifications	8
		3.2.2 Non-Material Modifications	8
	3.3	Material Modifications	9
		3.3.1 Request for Material Modifications	9
		3.3.2 Initial Analysis of Impact of Proposed Material Modification	9
		3.3.3 Preparation of Modified Ultrio Development Program	9
		3.3.4 Acceptance of Modified Ultrio Development Program	9
		3.3.5 Effective Date of Modified Ultrio Development Program	10
	3.4	Notice of Significant Changes	10
4.	Changes to Ultrio Assay Product after Completion Date		10
	4.1	Process	10
	4.2	Additional Work under Addendum	11

5.	Ultrio Development Costs		11
	5.1	[*] Ultrio Development Costs and [*]	11
	5.2	Definition and Calculation of Ultrio Development Costs; [***]	11
		5.2.1 Ultrio Development Costs; FTE Labor Rate	11
		5.2.2 Comparison with Resource Plan	13
		5.2.3 Methodology	13
	5.3	Payment of Ultrio Development Costs	13
		5.3.1 Accrued Ultrio Development Costs	13
		5.3.2 [***] Budgeted Payments	13
		5.3.3 [***] True-Up Payments	13
		5.3.4 Invoices	13
	5.4	Dispute	14
	5.5	Right to Audit and Verify	14
6.	Manufacturing and Commercialization		14
	6.1	Definitions Relevant to Manufacturing and Commercialization Obligation	14
		6.1.1 Applicable Purchase Price	14
		6.1.2 Transfer Price	14
		6.1.3 Manufacturing Cost	14
		6.1.4 Rare Reagents	14
	6.2	Right to Audit and Verify	14
	6.3	Non-Commercial Products	15
	6.4	Commercialization Budget	15
7.	License Grants		16
8.	Addendum Effective Date; Term; Termination		16
	8.1	Term of Ultrio Addendum	16
	8.2	Termination for Breach	16
		8.2.1 Default	16
		8.2.2 Right to Cure Event of Default	16
		8.2.3 Effect of Termination for Breach	17
	8.3	Termination by Both Parties	17
		8.3.1 Vote to Terminate	17
		8.3.2 Effect of Notice Period on Termination by Both Parties	17
		8.3.3 Effect of Termination by Both Parties	17
	8.4	Termination by Either Party; Unilateral Withdrawal from Ultrio Development Program	18