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Non-Qualified Stock Option Agreement

2002 NEW HIRE OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

(Effective November 16, 2006)

THIS AGREEMENT, dated the Grant Date set forth on Exhibit A attached hereto, (the terms of which are hereby incorporated by reference and made a part of this Agreement) is made by and between Gen-Probe Incorporated, a Delaware corporation, hereinafter referred to as the Company, and the Employee of the Company, or a Subsidiary of the Company, identified on Exhibit A and hereinafter referred to as Optionee.

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Common Stock, par value $0.0001 per share; and

WHEREAS, the Company wishes to carry out The 2002 New-Hire Stock Option Plan of Gen-Probe Incorporated (the Plan) (the terms of which are hereby incorporated by reference and made a part of this Agreement); and

WHEREAS, the Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Stock Option (the Option) provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company or its Subsidiaries and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officer to issue said Option.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

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

1.2 Board. Board shall mean the Board of Directors of the Company.

1.3 Cause. Cause shall mean (a) the Optionees failure or refusal to perform specific and lawful directions with respect to the Optionees employment with the Company or a Subsidiary, (b) the commission by the Optionee of a felony or the perpetration by the Optionee of an act of fraud, dishonesty, or misrepresentation against, or breach of fiduciary duty toward, the Company or a Subsidiary or (c) any willful act or omission by the Optionee which is injurious in any material respect to the financial condition or business reputation of the Company or a Subsidiary.

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

1.5 Committee. Committee shall mean the Compensation Committee of the Board, or a subcommittee of the Board, appointed as provided in Section 7.1 of the Plan.

1.6 Common Stock. Common Stock shall mean the Common Stock of the Company, par value $0.0001 per share.

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

1.8 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 Subsidiary.

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

1.10 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 a national market system, 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 system (or the exchange or system with the greatest volume of trading in the Common Stock) for such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid, if no sales were reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, 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.

1.11 Option. Option shall mean the Non-Qualified Stock Option granted under this Agreement and Article IV of the Plan.

1.12 Optionee. Optionee shall mean the Employee granted the Option under this Agreement and the Plan.

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

1.14 Retirement. Retirement shall mean the Optionees resignation after the Optionee has attained age 60 and completed ten (10) or more years of employment with the Company and the Subsidiaries.

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