EXHIBIT 10.81(a)

*** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 240.24b-2.

Exhibit 10.79

SETTLEMENT AGREEMENT

               This Settlement Agreement (“Agreement”) is entered into between Gen-Probe Incorporated (“Gen-Probe”) and Vysis, Inc. (“Vysis”), a wholly-owned subsidiary of Abbott Laboratories, as of September 17, 2004 (the “Effective Date”).

               WHEREAS, Gen-Probe filed a Complaint in an action entitled Gen-Probe Incorporated v. Vysis, Inc., Case No. 99 CV 2668 H(AJB), in the United States District Court for the Southern District of California, which the Court dismissed without prejudice on July 13, 2004 for lack of subject matter jurisdiction (“Action I”);

               WHEREAS, Gen-Probe filed a Complaint in an action entitled Gen-Probe Incorporated v. Vysis, Inc., Case No. 02 CV 1076 H(AJB), in the United States District Court for the Southern District of California, which Gen-Probe voluntarily dismissed without prejudice on March 13, 2003 (“Action II”);

               WHEREAS, Gen-Probe filed a Complaint in an action entitled Gen-Probe Incorporated v. Vysis, Inc., Case No. GIC794835, in the Superior Court of the State of California, County of San Diego, which Gen-Probe voluntarily dismissed without prejudice on March 11, 2004 (“Action III”);

               WHEREAS, Gen-Probe filed a Complaint in an action entitled Gen-Probe Incorporated v. Vysis, Inc., Case No. 02 CV 2081 H(AJB), in the United States District Court for the Southern District of California, which Gen-Probe voluntarily dismissed without prejudice on July 13, 2004 (“Action IV”) (Action I, Action II, Action III, and Action IV are collectively referred to herein as “the Actions”);

               WHEREAS, while expressly denying and disclaiming any liability or wrongdoing whatsoever, the parties desire to avoid the risks and expenses of the litigation, and, upon full

satisfaction of the terms of this Agreement, to settle, once and forever, all of the disputes between Gen-Probe and Vysis relating to or arising out of the Actions;

               NOW, THEREFORE, for and in consideration of the mutual promises and undertakings herein set forth, the parties agree as follows:

               1. Amendment to License Agreement.

     (a) Gen-Probe and Vysis agree to amend the Nonexclusive License Agreement Under Vysis’ Collins Patents dated June 22, 1999 (“Collins License”), a copy of which is attached hereto as Exhibit A, by, concurrently with the execution of this Agreement, entering into the Amendment to Nonexclusive License Agreement Under Vysis’ Collins Patents in the form attached hereto as Exhibit B and incorporated herein by this reference as though set forth in full (the “Amendment”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Collins License.

     (b) Contemporaneous with the full execution of this Agreement and the Amendment, Gen-Probe’s counsel will deliver to Vysis’s counsel a non-refundable check, payable to Vysis, in the amount of $22,500,000, which shall be allocated as follows: (i) $20,500,000 shall be allocated for a fully paid-up, royalty free license for use in the field of [...***...] (“Current Field License”), which becomes effective on [...***...] and shall extend until the date of expiration of the last to expire of the Collins Patents; and (ii) $2,000,000 shall be allocated for a fully paid-up, royalty free license for use in all additional fields beyond [...***...] (“Expanded Field License”), which becomes effective on [...***...] and shall extend until the date of expiration of the last to expire of the Collins Patents.

               2. Dismissal of Actions. Contemporaneous with the full execution of this Agreement and the Amendment, Gen-Probe and Vysis will execute and deliver to each other’s counsel the Joint Stipulations Dismissing the Actions With Prejudice in the form(s) attached

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hereto as Exhibit C. Gen-Probe’s counsel shall cause the Joint Stipulations Dismissing the Actions With Prejudice to be filed with the proper courts within ten (10) days after receipt of Vysis’s executed forms. Gen-Probe and Vysis hereby agree that each party shall bear its own attorneys’ fees, costs, and expenses, whether taxable or otherwise incurred in, arising out of, or in any way related to the Actions, including any appeals therefrom. Gen-Probe further agrees that it shall provide no assistance or cooperation of any sort whatsoever to any person or persons who brings or contemplates bringing any claim, cause of action, or proceeding of any nature challenging the validity of the Collins Patents.

               3. Releases.

     (a) Gen-Probe, on behalf of itself, its parent and subsidiary corporations and/or successors, affiliates, assigns, partners, employees (whether or not still employed), agents, officers, stockholders, attorneys, and insurers, the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE hereby releases, acquits, and forever discharges Vysis and its parent and subsidiary corporations and/or successors, affiliates, assigns, partners, employees (whether or not still employed), agents, officers, stockholders, attorneys, and insurers, from any claims, expenses (including court costs and attorney’s fees), debts, demands, costs, contracts, liabilities, obligations, actions, and causes of action of every nature, whether known or unknown, suspected or unsuspected, whether in law or equity, which they had or have or may claim to have or have had against the other by reason of any and all matters from the beginning of time up to and including the Effective Date of this Agreement, arising out of or related to the subject matter of the Collins License or the facts or matters alleged in the Actions. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Vysis acknowledges that Gen-Probe does not have the right, power or authority to give any release of claims, expenses (including court costs and attorney’s fees), debts, demands, costs, contracts, liabilities,

obligations, actions, or causes of action on behalf of CHIRON or BAYER separate from the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE, respectively. These releases shall not be construed to apply to any claim with respect to any patent other than the patents licensed in the Collins License.

     (b) Vysis, on behalf of itself and its parent and subsidiary corporations and/or successors, affiliates, assigns, partners, employees (whether or not still employed), agents, officers, stockholders, attorneys, and insurers, hereby releases, acquits, and forever discharges Gen-Probe, its parent and subsidiary corporations and/or successors, affiliates, assigns, partners, employees (whether or not still employed), agents, officers, stockholders, attorneys, insurers, and the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE from any claims, expenses (including court costs and attorney’s fees), debts, demands, costs, contracts, liabilities, obligations, actions, and causes of action of every nature, whether known or unknown, suspected or unsuspected, whether in law or equity, which they had or have or may claim to have or have had against the other by reason of any and all matters from the beginning of time up to and including the Effective Date of this Agreement, arising out of or related to the subject matter of the Collins License or the facts or matters alleged in the Actions. These releases shall not be construed to apply to any claim with respect to any patent other than the patents licensed in the Collins License. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Gen-Probe acknowledges that Vysis does not release CHIRON or BAYER of any claims, expenses (including court costs and attorney’s fees), debts, demands, costs, contracts, liabilities, obligations, actions, or causes of action separate from the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE.

               4. No Admission of Liability. This Agreement effects the settlement of disputes which are denied and contested, and nothing contained herein shall be construed as an admission by either of the parties of any liability of any kind with respect thereto, all such liability being expressly denied.

               5. No Assignment of Rights. Each party represents and warrants that it has not assigned or in any way conveyed, transferred or encumbered all or any portion of the claims or rights released in this Agreement.

               6. Full Understanding of Agreement. Each party represents and warrants that it has discussed this Agreement with its attorney, that it has carefully read and fully understands all of the provisions of this Agreement, and that it is entering into this Agreement voluntarily.

               7. Sole Agreement. This Agreement is the only, sole, entire and complete agreement of the parties relating in any way to the subject matter hereof, other than the Collins License, as amended by the Amendment. No statements, promises or representations have been made by either of the parties to the other, and no consideration has been offered, promised, expected or held out, other than as expressly provided herein or in the Collins License, as amended by the Amendment.

               8. Counterparts. This Agreement may be executed and delivered in two or more counterparts, each of which when so executed and delivered shall be the original, but such counterparts together shall constitute but one and the same instrument.

               9. Successors. This Agreement shall be binding upon each of the parties, and its respective representative, administrators, successors and assigns.

               10. Authority. By execution hereof, each signer represents that he has the requisite authority to enter into this Agreement and to bind his respective party.

               11. Section 1542. Each party understands and expressly waives any rights or benefits available under Section 1542 of the Civil Code of California and/or any similar law or common law principle of similar effect of any state or territory of the United States. Section 1542 provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

               12. Non-Reliance. Except as otherwise provided herein, each party fully understands that if the facts with respect to which this Agreement is executed be found hereafter to be different from the facts now believed to be true, it expressly accepts and assumes the risk of such possible difference in facts and agrees that this Agreement shall be and remain effective notwithstanding such difference in facts.

               13. Non-Disparagement. In relation to the Actions, the parties agree not to disparage each other or their respective agents, attorneys, employees, partners, shareholders, predecessors, successors, assigns, parents, subsidiaries and affiliates in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that the parties shall respond accurately and fully to any question, inquiry or request for information when required by legal process.

               14. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws provisions. This Agreement and its construction are further subject to the continuing jurisdiction of the United States District Court for the Southern District of California. The parties agree that venue of any action to enforce or interpret any provision of this Agreement shall lie exclusively with the United States District Court for the Southern District of California.

               15. Drafting. This Agreement shall be interpreted and construed neutrally in accordance with the plain meaning of the language contained herein and shall not be presumptively construed against any party that drafted the language in question. Titles and paragraphs are inserted solely for convenience and do not affect the construction of any provision of this Agreement.

               16. Severability. If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, in whole or in part, then the remaining terms and provisions hereof shall be unimpaired. Such court will have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision that most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

               17. Confidentiality. The parties agree to keep the terms of this Agreement and the license and Amendment strictly confidential and agree not to disclosure such information to any other person or entity; provided that, however, either party may disclose such information to its accountants and attorneys or where such disclosure is required to comply with legal process or other legal reporting requirements.

               IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below.

Exhibit A

Collins License

NONEXCLUSIVE LICENSE AGREEMENT
UNDER VYSIS’ COLLINS PATENTS

               This Nonexclusive License Agreement (the “Agreement”) is made and is effective the 22nd day of June, 1999 by and between Gen-Probe Incorporated (“GEN-PROBE”), a Delaware corporation having its principal place of business in San Diego, CA and Vysis, Inc. (“VYSIS”), a Delaware corporation having its principal place of business in Downers Grove, IL;

               Witnesseth:

Recitals

               Whereas, certain inventions generally characterized as Target and Background Capture Methods and Apparatus for Affinity Assays and Target and Background Capture Methods with Amplification for Affinity Assays are disclosed and claimed in United States Patents No. 5,780,224 and No. 5,750,338 by Collins and Collins, et al., respectively, and foreign counterparts thereto and other patents and applications claiming priority therefrom (the “Collins Patents”);

               Whereas, GEN-PROBE and VYSIS are engaged in litigation unrelated to VYSIS’ Collins Patents and which litigation involves BP Amoco Corporation (“BP AMOCO”), an Indiana Corporation having its principal place of business in Chicago, IL;

               Whereas, GEN-PROBE has previously entered into alliances with Chiron Corporation (“CHIRON”) for blood screening, with Bayer Corporation (“BAYER”) for infectious diseases and with bioMerieux Vitek S.A. (“BIOMERIEUX”) for infectious diseases;

               Whereas, in partial fulfillment of a settlement of the litigation between GEN-PROBE and VYSIS, GEN-PROBE desires to obtain certain license and rights under the Collins Patents for itself and certain options on behalf of its alliances with CHIRON, BAYER and BIOMERIEUX, and VYSIS desires and is able to grant certain license and rights to GEN-PROBE for itself and options on behalf of its alliances;

               GEN-PROBE and VYSIS agree hereto as follows:

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***Confidential Treatment Requested

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*** Confidential Treatment Requested

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All reports submitted hereunder shall be confidential. VYSIS will use the reports only for the purpose of monitoring payment of royalties. Except as required by law, VYSIS will not disclose any report or the information contained in any report to any third party. If VYSIS believes that disclosure is warranted by law or circumstances, it shall first give the appropriate Collins Licensee notice and an opportunity to object. VYSIS shall take reasonable steps to minimize the extent of any proper disclosure made after notice and opportunity to object are provided to the appropriate Collins Licensee.

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*** Confidential Treatment Requested

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*** Confidential Treatment Requested

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5260 Horton Street
Emeryville, CA ###-###-####

Attention: VP, NAD Partner Management

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               In Witness Whereof VYSIS and GEN-PROBE have executed this Agreement, in duplicate originals, by their respective officers hereunto duly authorized, on the day and year written below.

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Exhibit 1

Schedule of Collins Patents*

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Exhibit B

Amendment to Collins License

AMENDMENT TO
NONEXCLUSIVE LICENSE AGREEMENT
UNDER VYSIS’ COLLINS PATENTS

               This Amendment (the “Amendment”) to the Nonexclusive License Agreement dated June 22, 1999 (the “Collins License”) by and between Gen-Probe Incorporated, a Delaware corporation having its principal place of business in San Diego, CA (“Gen-Probe”), and Vysis, Inc., a Delaware corporation having its principal place of business in Downers Grove, IL (“Vysis”), is entered into as of September 17, 2004. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given such terms in the Collins License.

               Whereas, the parties have entered into a Settlement Agreement dated September 17, 2004 (the “Settlement Agreement”); and

               Whereas, as contemplated by the Settlement Agreement, the parties wish to amend certain provisions of the Collins License, subject to the terms and conditions set forth herein.

               Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Royalties. With respect to sales of Licensed Products and Licensed Methods invoiced on or before September 30, 2004, Gen-Probe shall pay to Vysis a [...***...] on [...***...] at the [...***...] of the [...***...] and otherwise in accordance with [...***...]. Except as set forth in the preceding sentence, no further royalties will be payable by Gen-Probe under the Agreement.

2. Fully-Paid Licenses. Subject to Gen-Probe’s payment in full of the amount specified in Section 1(b) of the Settlement Agreement, Vysis hereby grants to each of Gen-Probe, the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE the following licenses:

     (a) effective as of October 1, 2004, a non-exclusive, worldwide, fully-paid, royalty-free license, without the right to sublicense, under the Collins Patents to make, have made, use, sell, have sold, offer for sale and import Licensed Products and practice Licensed Methods in the field of infectious disease nucleic acid testing (the “Current Field”); and

     (b) effective as of January 1, 2005, a non-exclusive, worldwide, fully-paid, royalty-free license, without the right to sublicense, under the Collins Patents to make, have made, use, sell, have sold, offer for sale and import Licensed Products and practice Licensed Methods in all additional fields beyond the Current Field;

***Confidential Treatment Requested

provided, however, that: (i) the GEN-PROBE/CHIRON ALLIANCE’s licenses under the preceding paragraphs (a) and (b) are granted solely for purposes of the blood screening aspects of the GEN-PROBE/CHIRON ALLIANCE; and (ii) the GEN-PROBE/BAYER ALLIANCE’s licenses under the preceding paragraphs (a) and (b) are granted solely for purposes of the infectious diseases aspects of the GEN-PROBE/BAYER ALLIANCE but excluding blood screening.

Each of the foregoing licenses shall continue in full force and effect until the date of expiration of the last to expire of the Collins Patents. The foregoing licenses shall be subject to the terms of the Agreement, excluding Paragraph 3 thereof. Without limiting the generality of the foregoing, the right to sell Licensed Products granted under paragraphs (a) and (b) above shall extend to distributors of Gen-Probe, the GEN-PROBE/CHIRON ALLIANCE and the GEN-PROBE/BAYER ALLIANCE relative to their distribution of Licensed Products with no obligation by the distributors to pay royalties.

3. Third Party Beneficiaries. CHIRON and BAYER are third party beneficiaries of this Amendment as set forth above.

4. Entire Agreement. The Collins License, as amended by this Amendment, and the Settlement Agreement embody the entire understanding of the parties and shall supersede all previous communications, representations and understandings, whether oral, written or otherwise, between the parties relating to the subject matter hereof. Except as specifically amended by this Amendment, the terms and conditions of the Collins License shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding its conflicts of laws principles.

6. Counterparts. This Amendment may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     In Witness Whereof, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

Exhibit C

Stipulations

SUPERIOR COURT OF THE STATE OF CALIFORNIA

IN AND FOR THE COUNTY OF SAN DIEGO

     IT IS STIPULATED by the parties, through their undersigned counsel, that this action shall be dismissed with prejudice, each party to bear its own costs.

GIC794835

1.

ORDER

GIC794835

2.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA

     IT IS STIPULATED by the parties, through their undersigned counsel, that this action shall be dismissed with prejudice, each party to bear its own costs.

02 CV 2081 H (AJB)

1.

ORDER

IT IS SO ORDERED.

02 CV 2081 H (AJB)

2.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA

     IT IS STIPULATED by the parties, through their undersigned counsel, that this action shall be dismissed with prejudice, each party to bear its own costs.

99 CV 2668 H(AJB)

1.

ORDER

IT IS SO ORDERED.

99 CV 2668 H(AJB)

2.

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF CALIFORNIA

     IT IS STIPULATED by the parties, through their undersigned counsel, that this action shall be dismissed with prejudice, each party to bear its own costs.

02 CV 1076 H (AJB)

1.

ORDER

IT IS SO ORDERED.

02 CV 1076 H (AJB)

2.