THIRD AMENDMENT TO LICENSE AGREEMENT

This Third Amendment to License Agreement (the “Third Amendment”) is dated as of August 16, 2017 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a place of business at 20 Independence Boulevard, 4^th Floor, Warren, New Jersey 07059 (“Company”).

WHEREAS, Gen-Probe and Company entered into that certain License Agreement effective as of September 10, 2009, as amended by that certain First Amendment to License Agreement effective as of May 27, 2011 and by that certain Second Amendment to License Agreement effective as of June 13, 2014 (as amended, the “License Agreement”);

WHEREAS, Company exercised the Royalty Reduction Option contemplated by Section 3.4 of the License Agreement (which was added to the License Agreement by the Second Amendment to License Agreement), and paid Gen-Probe the consideration contemplated by Section 3.4(b)(1) of the License Agreement; and

WHEREAS, Gen-Probe and Company now wish to amend the License Agreement to modify certain terms of the License Agreement relating to the Royalty Reduction Option, including the removal of specified milestone payments (and the royalty rate reductions which would have been triggered by the payment of such milestone payments) in exchange for Company’s payment of two million five hundred thousand dollars ($2,500,000) to Gen-Probe.

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:

(c)    Royalty Rate Reduction. In consideration for the equity and cash payments by Company set forth in Sections 3.4(a) and 3.4(b), the royalty rates

payable by Company to Gen-Probe under the Agreement for use of the Gen-Probe Intellectual Property, as set forth in Schedule 3.1, shall be reduced as follows:

For the avoidance of doubt, the royalty rate reduction in the above table states a reduction in the royalty as a percentage of Net Sales and shall be effective from and after Gen-Probe’s receipt of the applicable consideration as set forth in the table above in this Section 3.4(c). For example, after Gen-Probe’s receipt of the payment of the consideration set forth in Section 3.4(b)(1), the “Total Gen-Probe Royalties” royalty rate payable by Company to Gen-Probe on Company sales of NATs for use on the Panther (Atlas) instrument shall be reduced from 11.5% of Net Sales to 7.5% of Net Sales. For the further avoidance of doubt, the royalty rate reduction contemplated hereby shall apply on a prospective basis only and in no event will Company be eligible to receive any credits for royalties paid or payable with respect to periods prior to the effectiveness of any royalty rate reduction pursuant to this Agreement.

IN WITNESS WHEREOF, the parties to this Third Amendment, having read and understood the foregoing, acknowledge their legally binding acceptance of this Third Amendment by the signatures of their duly authorized representatives below.

(1)    Excludes Infection Control Applications