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 9.1 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 Director. Director shall mean a member of the Board, whether such Director is an Employee or an Independent Director (as defined in the Plan).

     1.9 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.

     1.10 Exchange Act. Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

     1.11 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.

     1.12 Option. Option shall mean the Stock Option granted under this Agreement and Article IV of the Plan.

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

     1.14 Plan. Plan shall mean The 2003 Incentive Award Plan of Gen-Probe Incorporated, as in effect on the Grant Date.

     1.15 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.

     1.16 Secretary. Secretary shall mean the Secretary of the Company.

     1.17 Securities Act. Securities Act shall mean the Securities Act of 1933, as amended.

     1.18 Subsidiary. Subsidiary shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

     1.19 Termination of Employment. Termination of Employment shall mean the time when the employee-employer relationship between the Optionee and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or Retirement; but excluding (a) a termination where there is a simultaneous reemployment or continuing employment of the Optionee by the Company or any Subsidiary or a parent corporation thereof (within the meaning of Section 422 of the Code), (b) at the discretion of the Committee, a termination which results in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former employee until the consultancy terminates and (d) terminations of employment due to retirement which are followed by the continuing service of the Holder as a Director of the Company, until such service as a director terminates. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for Cause, and all questions of whether particular leaves of absence constitute Terminations of Employment; provided, however, that, if this Option is designated as an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of the Plan or this Agreement, the Company or any Subsidiary has an absolute and unrestricted right to terminate the Optionees employment at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in writing.

ARTICLE II

GRANT OF OPTION

     2.1 Grant of Option. In consideration of the Optionees agreement to remain in the employ of the Company or its Subsidiaries and for other good and valuable consideration, effective as of Date of Grant set forth on the Grant Notice, the Company irrevocably grants to the Optionee the option to purchase any part or all of an aggregate of the number of shares of Common Stock set forth on the Grant Notice, upon the terms and conditions set forth in this Agreement. The Option shall be either an Incentive Stock Option or a Non-Qualified Stock Option, as set forth on the Grant Notice.

     2.2 Purchase Price. The purchase price of the shares of Common Stock subject to the Option per share shall be as set forth on the Grant Notice, without commission or other charge; provided, however, that if this Option is designated as an Incentive Stock Option the price per share of the shares subject to the Option shall not be less than the greater of (i) 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, or (ii) 110% of the Fair Market Value of a share of Common Stock on the Date of Grant in the case of an Optionee then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code).

     2.3 Consideration to the Company. In consideration of the granting of the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or any Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in the Plan or this Agreement shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause.

ARTICLE III

PERIOD OF EXERCISABILITY

     3.1 Commencement of Exercisability.

     (a) Subject to Sections 3.3 and 5.11, the Option shall become exercisable in such amounts and at such times as are set forth on the Grant Notice.

     (b) No portion of the Option which has not become exercisable at Termination of Employment shall thereafter become exercisable, except as may be otherwise provided by the Committee.

     3.2 Duration of Exercisability. The installments provided for in Section 3.1(a) and the Grant Notice are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.

     3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

     (a) The expiration of seven (7) years from the Date of Grant; or

     (b) If this Option is designated as an Incentive Stock Option and the Optionee owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five (5) years from the date the Option was granted; or