First Amendment, dated as of April 9, 2019, to Intellectual Property License, dated as of January 31, 2017, by and among Hologic, Inc., Gen-Probe Incorporated and Grifols Diagnostic Solutions

This First Amendment to Intellectual Property License (the “Amendment”) is dated as of April 9, 2019 but shall be effective as of January 31, 2019 (the “Amendment Effective Date”) by and between, on the one hand, Hologic, Inc., a Delaware corporation (“Hologic”), and Gen-Probe Incorporated, a Delaware corporation (“Gen-Probe”, and together with Hologic, “Licensor”), and, on the other hand, Grifols Diagnostic Solutions Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Hologic, Gen-Probe and Licensee entered into that certain Intellectual Property License effective as of January 31, 2017 (the “Agreement”); and

WHEREAS, Licensor and Licensee wish to amend the Agreement to extend the term of the Trademark Term and provide for the payment of certain consideration by Licensee to Licensor for such extension of the Trademark Term.

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

“Section 3.1    License Grant. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants, and shall cause its applicable Affiliates (including Gen‑Probe) to grant, to Licensee, and Licensee hereby accepts, a non-exclusive, worldwide, fully paid-up, royalty-free, non-sublicenseable (except as set forth in Section 2.1(c)), non-transferable (except as set forth in Section 10.12) license to use the Licensed Marks in connection with the Exploitation of Licensed Products in the Licensed Fields during the Trademark Term.

equal quarterly installments (each, a “Trademark License Payment”) 60 days from the date Licensee receives Licensor’s invoice, provided that for the last month of the Trademark Term, the fee shall be reduced by 1/12^th so that no fee applies to the last month of the Trademark Term.

“Section 4.1    Agreement Term. This Agreement and the licenses granted herein shall be effective as of the Effective Date and shall remain in effect perpetually, other than (a) with respect to the Licensed Marks, subject to Section 3.3, the rights granted hereunder shall endure until the seventh anniversary of the Effective Date (the “Trademark Term”), provided that starting in the third year of the Trademark Term Licensee shall have the right to terminate the license with respect to the Licensed Marks for convenience by providing Licensor with at least twelve months prior written notice in accordance with the terms of Section 10.5 (Notices), (b) with respect to the Licensed Patents, the rights granted hereunder shall endure until the expiration of the last to expire claim in such Licensed Patents and, in the event there becomes a time when no issued Patents remain, such time when the last claim in an applied-for Patent has been pending for ten years (the “Patent Term”), (c) with respect to the Licensed Copyrights, the rights granted hereunder shall endure until the expiration of the last to expire of the Licensed Copyrights (the “Copyright Term”) and (d) with respect to the Licensed Know-How, Licensor Improvements and Licensee Improvements, the rights granted hereunder shall endure for so long as any rights in such Licensed Know-How, Licensor Improvements and Licensee Improvements remain in effect (the “Know-How Term”, and together with the Trademark Term, Patent Term and Copyright Term, the “Term”).”

“Section 4.4    Effect of Termination. Upon the termination of this Agreement or the termination of a license granted hereunder, in each case pursuant to Section 4.1, Section 4.2 or Section 4.3, the applicable license granted in this Agreement shall terminate and Licensee shall have no further right to use

such Licensed Intellectual Property (other than Jointly Owned Intellectual Property) and shall cease using any inventions or refrain from making, using, selling, offering for sale and importing any product covered by such Licensed Intellectual Property (other than Jointly Owned Intellectual Property).”

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the Amendment Effective Date by their respective officers thereunto duly authorized.