Item 8.01 Other Events.
On September 14, 2009, Gen-Probe Incorporated ("Gen-Probe") announced the spin-off of its industrial testing assets, including the Closed Unit Dose Assay ("CUDA") system, to Roka Bioscience, Inc. ("Roka"), a newly formed private company. In consideration for its contribution of assets, Gen-Probe received shares of preferred stock, representing 19.9% of Roka's capital stock on a fully diluted basis. In connection with the transaction, eighteen former Gen-Probe employees accepted employment with Roka. Gen-Probe will provide contract manufacturing and certain other services to Roka on a transitional basis and has agreed to lease a portion of Gen-Probe's San Diego headquarters facility to Roka on a temporary basis.
Concurrently with the transaction, Gen-Probe entered into an agreement to license certain rights to Roka in order for Roka to develop, manufacture and commercialize CUDA and related nucleic acid tests for biopharmaceutical production, water and food safety testing, and veterinary, environmental and bioterrorism testing. Roka also will have rights to develop certain infection control tests for use on the CUDA system. Under this license agreement, Gen-Probe will receive royalties on any potential Roka product sales, and retain rights to use the CUDA system for clinical applications.

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