0000950133-02-000505 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of January, 2002, by and between Digene Corporation, a Delaware corporation (“Digene”), and Abbott Laboratories, an Illinois corporation (“Abbott”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • New York

This Agreement is being entered into pursuant to the Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Purchase Agreement”).

PURCHASE AGREEMENT
Purchase Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • New York

This PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2002, is entered into by and between Digene Corporation, a Delaware corporation with offices at 1201 Clopper Road, Gaithersburg, MD 20878 (the “Company”), and (the “Purchaser”), for the purchase and sale of shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company by the Purchaser, in the manner, and upon the terms, provisions and conditions set forth in this Agreement.

AMENDMENT NO. 1 TO THE MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances

This Amendment No. 1 (this “Amendment”) is made as of the 28th day of January, 2002, by and between Abbott Laboratories, an Illinois corporation having its principal place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400 (“Abbott”), and Digene Corporation, a Delaware corporation having its principal place of business at 1201 Clopper Road, Gaithersburg, Maryland 20878 (“Digene”), and amends the Marketing and Distribution Agreement, dated as of May 7, 1999 between Abbott and Digene (the “Agreement”). All capitalized terms used in this Amendment without definition shall have the meanings given to such terms in the Agreement.

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