Exhibit 4.4


 


AMENDMENT NO. 2


TO


RIGHTS AGREEMENT


 


THIS
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is entered into
as of November 6, 2003 between CYTYC CORPORATION, a Delaware corporation (the “Company”),
and EQUISERVE TRUST COMPANY, N.A. (successor to BankBoston, N.A.), as Rights
Agent (the “Rights Agent”).


 


WHEREAS, the
Company and BankBoston, N.A. entered into the Rights Agreement, dated as of
August 27, 1997 (as amended on June 22, 1998 and January 3, 2003, the “Rights
Agreement”);


 


WHEREAS, in accordance
with Section 27 of the Rights Agreement, the Company and the Rights Agent
desire to amend the Rights Agreement on the terms and conditions hereinafter
set forth; and


 


WHEREAS,
for purposes of this Amendment, capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Rights Agreement, as
amended by this Amendment.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereby agree as follows:


 


1.             Amendment to Section 11(a)(ii)(B).  Effective
immediately, Section 11(a)(ii)(B) of the Rights Agreement is hereby amended as
follows:


 


(a)           by deleting the phrase “the Beneficial Owner of 20%
or more of the shares of Common Stock then outstanding” and replacing it with
the phrase “an Acquiring Person”; and


 


(b)           by deleting the phrase “the 20% threshold to be
crossed” and replacing it with the phrase “such Person to become an Acquiring
Person”.


 


2.             Amendment to Section 13(d).  Effective
immediately, Section 13(d)(i) of the Rights Agreement is hereby amended by
deleting the reference to “Section 11(a)(ii)(B)” and replacing it with “Section
11(a)(ii)(B)(2)”.


 


3.             Other
Terms Unchanged.  The Rights
Agreement, as amended by this Amendment, shall remain and continue in full
force and effect and is in all respects agreed to, ratified and confirmed
hereby.  Any reference to the Rights
Agreement after the date first set forth above shall be deemed to be a
reference to the Rights Agreement, as amended by this Amendment.


 


4.             Benefits.  Nothing in the Rights Agreement, as amended
by this Amendment, shall be construed to give to any Person other than the
Company, the Rights Agent


 

















 


and the registered holders of the Rights Certificates
(and, prior to the Distribution Date, the registered holders of the Common
Stock) any legal or equitable right, remedy or claim under the Rights
Agreement, as amended by this Amendment; but the Rights Agreement, as amended
by this Amendment, shall be for the sole and exclusive benefit of the Company,
the Rights Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, registered holders of the Common Stock).


 


5.             Descriptive
Headings.  Descriptive
headings of the several Sections of this Amendment are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.


 


6.             Governing
Law.  This Amendment
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such State.


 


7.             Counterparts.  This Amendment may be executed in any number
of counterparts.  It shall not be
necessary that the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or on behalf of
each party appears on one or more of the counterparts.  All counterparts shall collectively
constitute a single agreement.  It shall
not be necessary in any proof of this Amendment to produce or account for more
than a number of counterparts containing the respective signatures of or on
behalf of all of the parties.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CYTYC CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Patrick J. Sullivan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman, President and

  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  EQUISERVE
  TRUST COMPANY, N.A.,

  as Rights Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Tyler Haynes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
												



 


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