Current assets

***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 10.85

EXECUTION COPY

VIDAS TERMINATION AGREEMENT

     THIS VIDAS TERMINATION AGREEMENT (this “Agreement”) is made this 30th day of September, 2004, by and between Gen-Probe Incorporated, a Delaware corporation (“GP”), and bioMérieux, Inc., a Missouri corporation (“BMX”) (each a “Party” and collectively the “Parties”).

     WHEREAS, GP and BMX previously have entered into a VIDAS License, Development and Cooperation Agreement dated as of May 2, 1997 (as amended to date, the “1997 VIDAS Agreement”) pursuant to which the Parties, among other things, established a joint research and development collaboration for the development of certain nucleic acid probe assays to be processed and interpreted upon BMX’s VIDAS instrumentation; and

     WHEREAS, as of August 4, 2000, the Parties entered into an Amended and Restated VIDAS License, Development and Cooperation Agreement (as amended to date, the “2000 VIDAS Agreement” and, together with the 1997 VIDAS Agreement, the “VIDAS Agreements”) in order to bring to a conclusion the collaboration under the 1997 VIDAS Agreement; and

     WHEREAS, the Parties now wish to terminate the VIDAS Agreements on the terms and conditions set forth herein;

     NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of VIDAS Agreements.

2. Termination Payments. Simultaneous with the execution of this Agreement, BMX shall pay to GP the amounts set forth below. The Parties acknowledge and agree that such payments constitute the only amounts due and payable by BMX to GP, or by GP to BMX, under the terms of the VIDAS Agreements. All such payments shall be made by wire transfer of immediately available funds to GP’s bank account at Wells Fargo Bank, 401 B Street, San Diego, CA 92122 (Account Name: Gen-Probe; Account No. [...***...]; Routing No. [...***...]).

3. Survival.

***Confidential Treatment Requested

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4. Mutual Releases. In consideration of the promises and agreements set forth herein, the sufficiency and receipt of all such consideration being hereby acknowledged, upon execution of this Agreement, each Party and all of its respective directors, officers, affiliates, subsidiaries, parent companies, controlling entities, stockholders, partners, joint ventures, employees, successors, attorneys, agents, assigns, legal representatives and other representatives (collectively, the “Releasors”), hereby release, relieve and forever discharge the other Party, and its directors, officers, affiliates, subsidiaries, parent companies, controlling entities, stockholders, partners, joint ventures, employees, successors, attorneys, agents, assigns, legal representatives, other representatives and others acting in association with them (collectively the “Releasees”), in each case whether past, present or future, from any and all manner of claims, demands, obligations, injunctions, actions, causes of action, suits, rights, damages, expenses, requests for statutory or common law sanctions, or potential requests for compensation or payment of any nature whatsoever, in each case to the extent arising under or in connection with the VIDAS Agreements (each, a “Claim”), whether known or unknown, in law or in equity, which it now has, has had or may in the future have against any Releasee, by reason of any matter, act or action, omission, cause, happening or thing whatsoever that occurred, arose, or began prior to and including the date of this Agreement, against any of the Releasees. Notwithstanding the preceding sentence, nothing contained herein shall release, relieve or discharge any Claim of any Releasor arising under or in connection with (a) the Releasor’s ownership claim, right, title or interest in or to any patents, inventions, Derivative Inventions (including, without limitation, any Derivative Inventions claimed on Schedule A hereto), trade secrets, proprietary information,

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Confidential Information (as defined in the VIDAS Agreements) or other intellectual property, (b) the obligations of the Parties under this Agreement and (c) the obligations of the Parties under the Surviving Agreements. Neither Party shall take any actions or assert any claims which are inconsistent with the mutual releases contained in this Section 4.

5. Representations and Warranties. Each Party hereby makes the following representations and warranties to the other Party:

6. Miscellaneous. The “General Provisions” set forth in Articles 15 and 16 of the 2000 VIDAS Agreement shall apply, mutatis mutandis, to this Agreement.

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     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as a sealed instrument effective as of the date first above written.

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Schedule A

List of Derivative Inventions Claimed

DERIVATIVE INVENTIONS CLAIMED BY BIOMERIEUX, INC.

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