ex10-43





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT 10.43

ORIGINAL EQUIPMENT MANUFACTURER

SUPPLY AGREEMENT


      This Original Equipment Manufacturer Supply Agreement (the “Agreement”) is
entered into this 23rd day of January, 2001 (the “Effective Date”) by and
between QIAGEN Instruments AG (“Qiagen Instruments”), a corporation formed
under the laws of Switzerland, with its principal place of business at
Feldbachstrasse, CH-8634 Hombrechtikon, Switzerland, and Digene Corporation
(“Digene”), a corporation formed under the laws of the state of Delaware, USA,
with its principal place of business at 1201 Clopper Road, Gaithersburg, MD
20878.


      Whereas, Digene desires to buy and Qiagen Instruments desires to sell the
instrument, including the specialized components, defined as the Product below.


      Now therefore, in consideration of the mutual covenants herein set forth,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties (as defined below) agree as follows:


Article I

Definitions


      1.1. “Anniversary Date” shall mean each anniversary date of the Effective
Date.


      1.2. “Confidential Information” shall mean any and all information
relating to the businesses, properties, finances, employees, operations and
prospects of either of the Parties and/or their affiliates, technical data,
information, materials and other know-how, including trade secrets, presently
owned by or developed by or licensed to, or on behalf of, Digene or Qiagen
Instruments which relates to the development, manufacture, promotion,
marketing, distribution, sale or use of any Product or any Qiagen Instrument
product, which a Party and/or its affiliates discloses to the other Party
and/or its affiliates in writing orally, visually or through some other media,
except any portion thereof which:



	 	 	 
		(a)	
is known to the receiving Party and/or its affiliates at the
time of the disclosure, as evidenced by its written records;
	 
		(b)	
is disclosed to the receiving Party and/or its affiliates by
a third party having a legal right to do so;



1






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






	 	 	 
		(c)	
is or becomes patented, published or otherwise public
knowledge through no fault of the receiving Party and/or its
affiliates to whom such information has been disclosed; or
	
	
	
	

		(d)	
is independently developed by or for the receiving Party
and/or its affiliates without use of Confidential Information
disclosed hereunder, as evidenced by its written records.



      1.3. “Digene Design History File” shall mean a compilation of records
containing the production history of a Product, including, but not limited to,
all quality control testing and verification of release specifications.


      1.4. “Digene Material Specifications” shall mean the material
specifications for the Product, as agreed upon in writing by Digene and Qiagen
Instruments from time to time and as further defined in the attached “Quality
Agreement for Qiagen Instruments Digene Rapid CaptureTM System” by and
between the Parties (the “Quality Agreement”), which indicate Digene’s criteria
for acceptance of each Product. Each of the Quality Agreement and the Digene
Material Specifications in effect as of the Effective Date are set forth in
Exhibit A hereto. The Digene Material Specifications include specifications
for parts to meet the Digene Automation Design Specifications, also described
in Exhibit A, including [****] grippers and [****] place shakers with
specialized clamps (Qiagen Parts #[****]) required to handle Digene Hybrid
Capture® Test microwell plates, a plate lid and reagent trough
lid; a reagent trough platform (Qiagen Parts #[****]) for [****] reagent
troughs and [****] reagent trough lid stage; mounting for the Digene specimen
tube rack; and Digene Rapid Capture Software (created from specific revisions
of Qiagen Instruments [****] Software). Digene Material Specifications may be
modified from time to time pursuant to Section 2.13 hereof and as set forth in
the Quality Agreement. Digene Material Specifications may be modified from
time to time pursuant to Section 2.13 hereof and as set forth in the Quality
Agreement.


      1.5. “Parties” or “parties” shall refer exclusively to Qiagen Instruments
and Digene and its subsidiaries.


      1.6. “Product” shall mean the Rapid Capture System (Plato [****]), an
automated, robotic assay instrument, incorporating a customized gripper and
modified shaker manufactured by Qiagen Instruments exclusively for Digene and
Digene Rapid CaptureTM Software (customized for Digene from specific
revisions of Qiagen Instruments [****] Software, as currently configured or as
modified in accordance with Exhibit A). The Product shall also include all
spare parts, accessories and User Manuals required for the Rapid Capture System
to perform validated Digene Hybrid Capture tests. Further, Qiagen Instruments
shall provide reasonable assistance for the supply of spare parts in mutually
agreed upon configurations and packaging. The Product is more fully described
in Exhibits A, C and E attached hereto.


      1.7. “Purchase Order” shall mean the written purchase order form in the
form attached hereto as Exhibit B.


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




Article II
Supply Agreement


      2.1. Promise to Supply; Term; Termination. During the term of this
Agreement, Qiagen Instruments shall supply Products to Digene, and Digene shall
purchase Products from Qiagen Instruments, in accordance with the terms and
conditions set forth herein. During the term of this Agreement, Qiagen
Instruments shall also provide reasonable assistance and training to Digene in
maintaining service procedure manuals, detailing schematics, diagnostics,
troubleshooting and repair of Products. Qiagen Instruments shall provide
reasonable assistance to Digene for compilation of all information required for
the Digene Design History File for the Product including but not limited to
information regarding design verification and validation. The initial term of
this Agreement shall be five (5) years from the Effective Date. This Agreement
shall be automatically renewed in its entirety for a subsequent two (2) year
period and, thereafter, for subsequent, successive one (1) year periods, unless
either Party gives notice of its election not to renew the Agreement not less
than 120 days prior to the expiration of the initial or any extended term.
This Agreement may be terminated by Digene for any reason with six months’
prior written notice to Qiagen Instruments. This Agreement may otherwise be
terminated as provided in Section 5.5.


      2.2. Purchase Forecasts; Minimums.



	 	 	 
		(a)	
Forecasts. Digene shall specify its anticipated requirements
for Products to be manufactured by Qiagen Instruments hereunder by
issuing a 12-calendar month rolling forecast, which Digene shall
update on a monthly basis not later than the fifteenth (15th) day of
each month to cover the period of the following 12 full calendar
months. With each update of the rolling forecast, Digene shall
notify Qiagen Instruments of its delivery requirements for the next
Frozen Period (as defined below) using a “schedule” document, which
shall specify “release” quantities with respect to Digene’s binding
quantity commitment for that Frozen Period (or some other quantity
to be mutually agreed). The “schedule” document shall reference
Digene’s Purchase Order.
	 
			
This 12-month rolling forecast is divided into the following three
(3) periods:
	 
			
(i) Frozen Period:
	 
			
This period consists of the first month of each 12-calendar month
rolling forecast. Within this first month period the delivery
dates and quantities are fixed as of the fifteenth (15th) day of
the previous month. The amount of the Products specified in such
Frozen Period shall be binding on Digene, and Digene shall receive
and pay for the amount of Products specified by it in the
12-calendar month rolling forecast for the Frozen Period and shall
not amend the quantities reflected within this period after the
fifteenth (15th) day of the previous month without the prior
written consent of Qiagen Instruments.



3






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






	 	 	 
			
(ii) Variable Period:
	 
			
This period immediately follows the Frozen Period in each
12-calendar month rolling forecast. The length of this period
shall be the two (2) months immediately following the end of the
Frozen Period. The amount of Products specified by Digene for any
Variable Period must be purchased by Digene within twelve (12)
months from the first day of the Variable Period. Therefore, on a
rolling basis during the twelve (12) calendar months following the
first day of each Variable Period, Digene shall receive and pay for
the amount of Products specified in its 12-calendar month rolling
forecast for that Variable Period. Digene’s obligation to purchase
such Products shall apply whether or not a specific delivery date
is specified by Digene.
	 
			
(iii) Informative period:
	 
			
This period immediately follows the Variable Period in each
12-calendar month rolling forecast. The length of this period
shall be the balance of the 12-calendar month rolling period. All
Products specified during this period shall be considered
non-binding and are only good faith forecasts. During this period,
Digene has no binding obligation to purchase any Product or parts.
	 
		(b)	
Minimums. Digene shall be required to purchase at least
[*******] Products during the period from twelve (12) months
following the delivery date of the first Product meeting all
specifications, including UL and CE certifiable configurations,
defined in the Quality Agreement attached as Exhibit A (the
“Accepted Product”), as follows: (i) a minimum of [*******]
Products before six (6) months following the delivery date of the
Accepted Product, and (ii) an aggregate minimum of [*******]
Products before the end of the first twelve (12) month period.
Digene shall be required to purchase a minimum of [*******] Products
during the subsequent twelve (12) month period, and for each
subsequent twelve (12) month period thereafter during the remaining
term of the Agreement (or a pro rata portion thereof in the period
during which the Agreement terminates). If Digene fails to purchase
the foregoing minimum quantities in any of the specified periods,
Digene shall be permitted to cure such failure within 45 days from
the date Digene receives written notification from Qiagen
Instruments describing such failure. If Digene does not cure such
failure or otherwise resolve it to Qiagen Instruments’ satisfaction,
Digene’s right to have Qiagen Instruments manufacture the customized
gripper and specialized shaker with clamps on an exclusive basis
will be converted to non-exclusive.



      2.3. Purchase Orders. All orders for Products shall be generated from
Digene and shall be for a minimum of [*******] instruments (or any multiple
thereof). Digene may place Purchase Orders for Products from Qiagen
Instruments at any time; provided, however, that Purchase Orders given with
respect to any Frozen Period or Variable Period may not exceed

4






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



Digene’s binding quantity commitment for the applicable period by more
than [*******] without Qiagen Instruments’ prior consent, and the Purchase
Orders in any twelve (12) calendar month period may not exceed Digene’s total
forecast for that twelve (12) calendar month period by more than [*******]
without Qiagen Instruments’ prior consent. Digene shall order Products by
issuing facsimile, telephonic orders or written Purchase Orders. Digene shall
issue a confirming written Purchase Order within two (2) days after issuing any
facsimile or telephonic order. Each Purchase Order shall specify Product
number, Product description, quantity, delivery schedule and total price of the
Purchase Order. Qiagen Instruments shall confirm in writing its acceptance of
a Purchase Order within five (5) days after receipt of the written Purchase
Order. Any Product delivered later than the schedule set forth in the Purchase
Order and in accordance with Exhibit F due to Qiagen Instruments’ failure to
ship timely shall result in a price reduction of [*******] per week until
delivery.


      2.4. Exclusive Supplier and Buyer. Except as otherwise provided herein,
Digene shall exclusively purchase all Products from Qiagen Instruments and
Qiagen Instruments shall exclusively manufacture and sell the Products to
Digene during the term described in Section 2.1 above.


      2.5. Pricing. Unit pricing for Products sold under this Agreement
includes QC, packaging, labeling, and Certificate Of Analysis (“COA”). The
pricing schedule following the Effective Date is specified in Exhibit D, and
the price per unit decreases in stages as the amount of units forecasted to be
purchased by Digene increases. In the event Digene fails to purchase all of
the forecasted Products during the 12-month period following each Anniversary
Date, Qiagen Instruments shall be refunded the price differential in accordance
with Exhibit D, so that Qiagen Instruments shall have received the price per
unit applicable to the lower number of Products actually purchased and received
by Digene. In the event Digene purchases additional products over the amount
of the forecasted products during the 12-month period following each
Anniversary Date, Digene shall be refunded the price differential in accordance
with Exhibit D, so that Qiagen Instruments shall have received the price per
unit applicable to the increased number of Products actually purchased and
received by Digene. Prices may be increased every 12 months by Qiagen
Instruments by an amount not to exceed the published rate of inflation
corresponding to the previous 12-month period as published in the Wall Street
Journal. Qiagen Instruments shall provide to Digene three-month advance notice
of a pending price increase.


      2.6. Freight; Shipping. Delivery of Products to Digene or its designee
shall be FOB Qiagen Instruments’ facility in Switzerland. Digene shall be
responsible for all freight, shipping and insurance costs and expenses incurred
in connection with the shipment of the Products. Digene may choose its own
freight forwarder and shall be billed directly if it chooses to do so.


      2.7. Risk of Loss. Title, possession and risk of loss of Products shall
pass to Digene upon delivery of the Products to the courier selected by Digene
at Qiagen Instruments’ facility in Switzerland.


5






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




      2.8. Payment. Digene shall pay each invoice no later than forty-five (45)
days from the date of each invoice. All invoices must be sent by First Class
mail, postage prepaid. Payment shall be made in U.S. dollars. After 45 days
from the date of the invoice, Digene shall be penalized at the rate of
[*******] per month for any late payment and, in any event, must pay all
outstanding invoices within ninety (90) days of the date of the invoice.


      2.9. Delivery Times. Qiagen Instruments shall deliver products in units
of five (5) instruments (or any multiple thereof) as specified in the Purchase
Order within the time periods set forth in Exhibit F of this Agreement.


      2.10. Quality Agreement Compliance. Qiagen Instruments shall abide by the
terms and conditions set forth in the Quality Agreement as described above and
attached as Exhibit A.


      2.11. Product Certification. Qiagen Instruments and Digene shall
[*******] the costs for (i) the manufacture of one product to be used in the UL
testing and certification processes required as defined for UL 3101 and CE
EN292-1, 292-2, 5008-2, 55011 and 6101-1 and (ii) resulting in all UL and CE
certifications required for the commercialization of the Product. Qiagen
Instruments shall use all commercially reasonable efforts to obtain such
certification in nine (9) to twelve (12) weeks following the finalization of
the design of the Product as agreed by both Parties, including the provision of
one instrument as stated in 2.11(ii) and required by the certifying laboratory.
In no event shall the total aggregate amount for Digene’s [*******] portion of
the costs set forth in this section exceed [********].


      2.12. Testing. Qiagen Instruments shall perform the inspections and tests
called for in the COA and QC testing procedures and protocols, as specified in
Exhibit G hereto, on each unit of Product and shall include a signed original
of the COA with each unit of Product shipped to Digene. Qiagen Instruments
shall test or inspect as appropriate all components and spare parts to meet
defined incoming or in-process criteria. Digene, prior to the acceptance
thereof, may inspect products upon their arrival at Digene’s facility. Digene
shall be deemed to have accepted any products delivered to it hereunder unless
Digene gives Qiagen Instruments notice within twenty (20) days after Digene’s
receipt of such Products at their destination that any such Product is
defective, damaged or fails to conform to the Digene Material Specifications;
provided that Digene’s acceptance shall not limit Qiagen Instruments’ Warranty
under Article III hereof. If Digene rejects any or all of a shipment of
Products, then Digene shall promptly notify Qiagen Instruments in writing
thereof (in any event not later than twenty (20) days after receipt as set
forth above), which notice shall provide reasonable detail of the defects,
damage or failure to conform in order to enable Qiagen Instruments to verify
whether or not such shipment was defective, damaged or failed to conform to the
Digene Material Specifications. Qiagen Instruments shall, at its option, if
commercially reasonable, promptly replace or repair Product, or otherwise
refund to Digene the price paid, if any, by Digene for the Product. In the
event such Product is returned to Qiagen Instruments by Digene, it shall be
delivered in accordance with shipping instructions received from Qiagen
Instruments. Qiagen Instruments shall pay all costs of repairing and returning
the Product or at Digene’s request, may consider the option of permitting
Digene to repair the specific defective product and paying for costs of spare
parts

6






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



required for said repairs and at Digene’s rate of [********], subject to
change by Digene upon 90-days written notice.


      2.13. Design Changes. Qiagen Instruments shall be allowed to make
substitutions and modifications to the Product, including, without limitation,
to reduce production costs, provided that such substitutions or modifications
shall not adversely affect the form, fit, function or performance of the
Product, and subject to written acceptance by Digene’s QSRC department. Qiagen
Instruments shall notify Digene of its intention to make any Product
improvements or changes in writing not less than three (3) months in advance of
making any such Product improvements or changes. Written authorization by
Digene’s QSRC department head, or his or her designee, representing Digene,
shall be required before such improvements shall be made, which authorization
shall not be unreasonably withheld. Digene has the right to request and Qiagen
Instruments shall use reasonable commercial efforts to consider making
necessary design changes based on validated design failures that impact the
commercial success of Product. Any material changes to the Product implemented
pursuant to this Section 2.13 shall be reflected in a revision of the Digene
Quality Agreement Material Specifications defined in Exhibit A.


      2.14. Supply Subsequent to Termination. If either Party chooses to
terminate this Agreement, then, so long as such termination is not a result of
a breach by Digene, (a) Qiagen Instruments shall use reasonable commercial
efforts to continue to manufacture and supply to Digene, on a non-exclusive
basis, up to [************] additional Products during the twelve (12) months
after such termination, provided that Digene shall pay a deposit of [****] of
the total purchase price of such Products at the time of order with the
remaining balance due according to the invoicing terms of this agreement, and
(b) Qiagen Instruments shall supply Product Spare Parts as listed in Exhibit C
and warranty and post warranty service to Digene for a period of 5 years
following such termination.


      2.15. Representations and Warranties. Qiagen Instruments represents and
warrants that it has knowledge of applicable legal requirements and that it has
and shall maintain all permits, certifications and licenses necessary and
proper to manufacture the Products as contemplated in this Agreement and that
the equipment and facilities used in the manufacturing, testing and storage of
the Products meet and shall continue to meet the requirements of all applicable
laws, regulations and inspection criteria of Switzerland, its states,
possessions and territories, regarding the manufacturing, testing and storage
of the Products.


      2.16. Confidentiality. The parties shall not disclose the Confidential
Information supplied by each Party to the other Party during the term of this
Agreement (and for a period of five (5) years following the termination or
expiration of this Agreement) and not to use such Confidential Information
except for purposes contemplated by this Agreement.



	 	 	 
		(a)	
Neither Party shall disclose Confidential Information which
has been disclosed to it by the other Party to any other third party
without the prior written consent of the disclosing Party, except
either to the extent required by law to which either Party is
subject or for the purposes of carrying out its rights and
obligations under



7






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






	 	 	 
			
this Agreement. In the event the receiving Party is required by
law to disclose Confidential Information of the disclosing Party,
then the receiving Party shall not disclose such Confidential
Information without first disclosing to the disclosing Party its
intention to do so and reasonably cooperating with the disclosing
Party to secure any appropriate protective order deemed desirable
by the disclosing Party.
	 
		(b)	
All Confidential Information transmitted by one Party to the
other Party shall be treated by the receiving Party with the same
care as it would exercise in the handling of its own confidential or
proprietary information and in no event shall such information be
disclosed to any person (including any employee, consultant, agent
or contractor) unless it is necessary for the proper performance of
this Agreement and provided that such person is made aware of the
restrictions on the use of such Confidential Information.
	 
		(c)	
Upon termination or expiration of this Agreement for any
reason, each Party shall, as requested by the other, return all
written Confidential Information which was disclosed by that other
Party to an officer of the requesting Party.
	 
		(d)	
The provisions of this Section 2.16 shall survive for a
period of five (5) years after the termination or expiration of this
Agreement.



Article III

Warranties


      3.1. Warranty: Qiagen Instruments warrants solely to Digene that the
Products sold herein shall be free from manufacturing defects if the package
remains in undamaged condition for the earlier of (i) a period of fifteen (15)
months from the date of delivery to Digene’s courier or (ii) twelve (12) months
from date of delivery to Digene’s end users (the “Warranty”). Free from
manufacturing defects shall be defined as performance required to pass all
specifications defined and measured in Section 2.12 herein and Section 10 in
the Quality Agreement. Qiagen Instruments shall, during the applicable
Warranty period, repair or replace (at Qiagen Instruments’ option) all
defective Products following receipt of written notice from Digene of a
defective Product. Qiagen Instruments shall pay all costs for parts and
shipments of parts as required for repairs under Section 3.1.


      3.2. Warranty Limitations: The Warranty does not cover:



	 	 	 
		(a)	
Parts and accessories which are expendable or consumable in
the normal operation of the instrument;
	 
		(b)	
Any loss, damage, and/or instrument malfunction resulting
from shipping or storage, accident (fire, flood, or similar
catastrophes normally covered by insurance), abuse, alteration,
misuse, neglect, or breakage or abuse by the user;



8






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






	 	 	 
		(c)	
Operations other than in accordance with correct operating
procedures and environmental and electrical specifications;
	
	
	
	

		(d)	
Improper or inadequate care, maintenance, adjustment, or
calibration by the user.



      3.3. Warranty Returns: In Digene’s discretion, inoperable Products may be
returned to Qiagen Instruments for repair under the condition of the Warranty
on said Product. Digene shall instruct Qiagen Instruments to issue a “Return
Authorization” for Products to be shipped back to Qiagen Instruments for
repair. All shipping and repair costs shall be the responsibility of Qiagen
Instruments if Products are covered by Warranty and the responsibility of
Digene for Products not covered by Warranty.


      3.4. All warranties in effect shall survive the termination of this
Agreement.


      3.5. Service – Replacement and Repair Service Policy: Digene or a
designated Digene distributor may purchase an inventory of Product required for
the temporary replacement of inoperable installed systems, where immediate
availability of a functional instrument is required. Upon receipt of a “Return
Authorization” for instruments to be shipped back to Qiagen Instruments for
repair, all costs of repairs covered by Digene for instruments out of Warranty
shall include the discounted parts prices (listed in Exhibit C) and an hourly
rate of [********] for repair of the specified unit. Digene and Qiagen
Instruments may mutually determine to establish Digene or a third party to be
named for performing the said repairs rather than shipping the Product back to
Qiagen Instruments.


Article IV
Disclaimer of Warranties


      4.1. All Products sold to Digene shall be subject to the terms of the
Warranty set forth under Article 3 above.



		
	 	EXCEPT FOR THE WARRANTY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT,
QIAGEN INSTRUMENTS MAKES NO EXPRESSED WARRANTY OTHER THAN THOSE
HEREIN, AND EXCLUDES AND DISCLAIMS, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL IMPLIED WARRANTIES INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES IN CONNECTION WITH THE DESIGN, SALE
AND MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR
PURPOSE OR USE, EXCEPT THAT THE PRODUCTS ARE FREE FROM
MANUFACTURING DEFECTS AND CONFORM TO DIGENE’S MATERIAL
SPECIFICATIONS. QIAGEN INSTRUMENTS SHALL HAVE NO LIABILITY WITH
RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES.



9






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.





Article V

Indemnity and Remedies


      5.1. By Qiagen Instruments. Qiagen Instruments represents and warrants to
Digene that, to its knowledge, the sale of the Product by Digene in accordance
with this Agreement does not infringe any issued third party composition of
matter patents or any other patents. Qiagen Instruments shall indemnify,
defend and hold Digene and its affiliates and each of their officers,
directors, employees, agents and consultants harmless from and against any
damages, claims, liabilities, losses, judgements, awards, fines, penalties,
costs and expenses (including reasonable attorneys’ fees and court costs)
arising out of any claim resulting from any breach of the foregoing
representation. Qiagen Instruments shall have sole control and authority with
respect to the defense, settlement, or compromise thereof should any Products
delivered hereunder become or, in Qiagen Instruments’ opinion, be likely to
become the subject of such a claim. Qiagen Instruments may, at its option,
either procure for Digene the right to continue purchasing and using such
Products, or replace or modify such Products so that they become
non-infringing. In such event, Qiagen Instruments may withhold further
shipments of infringing or potentially infringing Products. Qiagen Instruments
shall reimburse Digene for all losses related to any product recalls from
noncompliance by Qiagen Instruments to United States FDA regulations or
rejection or loss of IS0 certification or the like that prohibits Digene from
doing business directly associated to the availability in good standing of the
Product. Qiagen Instruments shall have no liability or obligation to Digene
hereunder with respect to any patent, copyright or trade secret infringement or
claim thereof based upon the following:




	 	 	 
		(a)	
Compliance with designs, plans or specifications of Digene;
	 
		(b)	
Use of the Product by Digene in combination with devices or
Products not purchased hereunder where the Product would not itself
be infringing;
	 
		(c)	
Use of products by Digene in an application or environment
for which such Products were not designed or contemplated;
	 
		(d)	
Modifications of the Product by Digene; or
	 
		(e)	
Any claim of infringement of a patent, copyright or trade
secret in which Digene or any affiliate or customer of Digene has an
interest or license.



      5.2. By Qiagen Instruments. Qiagen Instruments shall indemnify, defend
and hold Digene and its affiliates and each of their officers, directors,
employees, agents and consultants harmless from and against any damages,
claims, liabilities, losses, judgements, awards, fines, penalties, costs and
expenses (including reasonable attorneys’ fees and court costs) incurred by
Digene as a result of or arising from Qiagen Instruments’ failure to perform
any covenant made by or obligation of Qiagen Instruments under this Agreement
and arising out of or resulting primarily from the failure of Qiagen
Instruments to manufacture products in accordance with the Digene Material
Specifications and any other requirements herein and in the Quality Agreement,

10






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



except for claims arising directly from the acts, omissions or negligence
of Digene; provided that:



	 	 	 
		(a)	
Digene shall have promptly provided Qiagen Instruments
written notice thereof and reasonable cooperation, information and
assistance in connection therewith, and
	 
		(b)	
Qiagen Instruments shall have sole control and authority with
respect to the defense, settlement or compromise thereof.



      5.3. By Digene. Digene shall indemnify, defend and hold Qiagen
Instruments harmless from and against any damages, claims, liabilities, losses,
judgements, awards, fines, penalties, costs and expenses (including reasonable
attorneys’ fees and court costs) incurred by Qiagen Instruments as a result of
or arising from Digene’s activities under this Agreement, including, without
limitation, product liability, customer warranty and service claims except for
claims arising directly from the acts, omissions or negligence of Qiagen
Instruments; provided that:



	 	 	 
		(a)	
Qiagen Instruments shall have promptly provided Digene
written notice thereof and reasonable cooperation, information and
assistance in connection therewith, and
	 
		(b)	
Digene shall have sole control and authority with respect to
the defense, settlement or compromise thereof.



      5.4. Failure to Deliver Timely. Upon failure by Qiagen Instruments to
deliver Products on a timely basis in accordance with the delivery schedules
set forth in Exhibit F hereto, which failure continues for any reason (other
than for a force majeure) for greater than sixty (60) days, Qiagen Instruments
shall provide a written document stating the reason(s) for the non-delivery and
the resolution and plans for delivery of Products on a timely basis. Failure
on the part of Qiagen Instruments to implement said plan within the following
sixty (60) day period shall give Digene the option, but not the obligation, to
terminate this Agreement upon written notice to Qiagen Instruments, such
termination to be effective immediately. Alternatively, at the end of such
120-day period, Digene shall have the right, if Digene elects not to terminate
this Agreement, to cause Qiagen Instruments to enter into an agreement with an
alternative manufacturer selected by Qiagen Instruments and approved by Digene
(which approval shall not be unreasonably withheld) for the manufacture of
Products for Digene. In such event, Qiagen Instruments shall grant a
non-exclusive license to such alternative manufacturer of all technical
information, design work, sketches, drawings, specifications, processes,
prototype models and other proprietary information held by Qiagen Instruments
applicable to the formulation, manufacture and assembly of the Product
(collectively the “Production Materials”), for the sole purpose of
manufacturing Products for Digene. Such license shall be for a term not longer
than the greater of twelve (12) months or until such earlier time as Qiagen
Instruments demonstrates to Digene’s reasonable satisfaction that it has the
ability to satisfy Digene’s forecast for the

11






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



following twelve (12) months. The right of Digene to cause Qiagen
Instruments to grant a license with respect to the Production Materials as set
forth herein shall not be granted if such delay is caused by increases in
Purchase Orders by Digene that exceed the amount permitted in Section 2.3
hereof.


      5.5. Remedies Upon Event of Default. Upon the occurrence of an Event of
Default (as defined below) by the other Party, any Party shall have the right
to exercise any one or any combination of the following remedies, in addition
to any other remedy or remedies which may be available to it under this
Agreement, at law or in equity:



	 	 	 
		(a)	
Terminate this Agreement by written notice thereof to the
other Party, such termination to be immediately effective; and/or
	 
		(b)	
Cancel any or all unfilled orders for Product submitted by
Digene.
	 
		(c)	
The following events shall be deemed “Events of Default”:




	 	 	 
		(i)	
Digene fails to make any payment, when due under
this Agreement pursuant to Section 2.8;
	 
		(ii)	
Either Party fails to perform any of its
covenants, obligations or responsibilities under the Agreement
(other than payment obligations which are covered under
sub-clause (i) above) which failure remains uncured for thirty
(30) days after notice thereof from the non-breaching Party;
	 
		(iii)	
The dissolution, termination of existence,
liquidation or insolvency of either Party or the appointment
of a custodian or receiver for either Party or any part of its
property if such appointment is not terminated or dismissed
within thirty (30) days;
	 
		(iv)	
The institution by either Party of any proceeding
under the United States Bankruptcy Code or any other federal
or state bankruptcy, reorganization, receivership, insolvency
or other similar law affecting the rights of creditors
generally or the making by either Party of a composition or
any assignment or trust mortgage for the benefit of creditors;
and
	 
		(v)	
The institution against either Party of a
proceeding under the United States Bankruptcy Code or any
other federal or state bankruptcy, reorganization,
receivership, insolvency or other similar law affecting the
rights of creditors generally, which proceeding is not
dismissed within thirty (30) days of filing.



      5.6. Duties Upon Termination: Upon the termination of this Agreement by
Qiagen Instruments upon an Event of Default under Sections 5.5(c)(i) or (ii),
Digene shall pay to Qiagen

12






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



Instruments, in full, within thirty (30) days of such termination, all
amounts owed to Qiagen Instruments or promptly return to Qiagen Instruments any
and all Products in the possession of Digene which have not been paid for, in
the same condition as when delivered to Digene. Qiagen Instruments shall be
entitled to set off and deduct from any money due Digene, any and all amounts
due Qiagen Instruments from Digene.


      5.7. Limitation of Liability. Neither Party shall have liability to the
other Party for incidental or consequential damages on account of the breach,
termination or expiration of this Agreement. Without limiting the generality
of the foregoing, neither Party shall be liable to the other Party on account
of the breach, termination or expiration of this Agreement for reimbursement or
damages for the loss of goodwill, prospective profits or anticipated sales, or
on account of any expenditures, investment, leases or commitments made by such
other Party or for any reason whatsoever based upon or growing out of such
breach, termination or expiration.


Article VI

Miscellaneous


      6.1. Force Majeure. Neither Party shall be liable for any resulting loss
if the fulfillment of any of the terms or provisions of the Agreement is
delayed or prevented due to circumstances beyond its reasonable control,
including, but not limited to, war, riots, civil commotion, labor strikes,
lockouts, slowdowns, shortages, fire, flood, storm or other acts of God, yield
problems, inability to obtain necessary labor or materials, unexpected
escalation in price of materials, or any other cause not within the reasonable
control of the parties.


      6.2. Notice. All notices required or permitted under this Agreement shall
be deemed to have been received: (a) on the date delivered, if by personal
delivery; (b) on the date of signature of a receipt of delivery, if sent by
certified mail or other courier service in which a receipt of delivery is
generated; (c) on the fifth business day following postmarking, if sent by
First Class mail, postage prepaid; (d) on the first business day following the
completed, legible telecopier transmission of the notice, if sent by
telecopier; or (e) on the date of actual receipt, including acknowledged
receipt by electronic mail (E-mail) if none of the foregoing methods were
complied with.



	 	 	 
	To Qiagen Instruments		
To Digene
	 
	Qiagen Instruments		
Digene Corporation
	
	
	
	

	Attn: Rainer Klotzbücher		
Attn: Jeanmarie Curley
	
	
	
	

	OEM Manager		
V.P., Operations
	
	
	
	

	Feldbachstrasse		
1201 Clopper Road
	
	
	
	

	CH-8634 Hombrechtikon, Switzerland		
Gaithersburg, MD 20878
	
	
	
	

	Phone: +41 55 254 21 11		
Phone: 301-944-7202
	
	
	
	

	Fax:     +41 55 254 21 00		
Fax:     301-944-7201



13






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



	 	 	 
	
	
	
	

			
And
	 
			
Digene Corporation
	
	
	
	

			
Attn: Donna Marie Seyfried
	
	
	
	

			
V.P., Business Development
	
	
	
	

			
1201 Clopper Road
	
	
	
	

			
Gaithersburg, MD 20878
	
	
	
	

			
Phone: 301-944-7004
	
	
	
	

			
Fax: 301-944-7017



      6.3. Dispute Resolution.



	 	 	 
		(a)	
The Parties recognize that bona fide disputes as to certain
matters may arise from time to time during the term of this
Agreement which relate to either Party’s rights and/or obligations.
For any and all claims, disputes or controversies arising under, out
of, or in connection with this Agreement, including any dispute
relating to patent validity or infringement, which the Parties shall
be unable to resolve (hereinafter a “Dispute”), the Party raising
the Dispute shall promptly advise the other Party of the Dispute in
writing, which writing shall describe in reasonable detail the
nature of the Dispute. The Parties shall thereafter attempt to
resolve the Dispute by good faith negotiations between their
respective presidents (or their equivalents) within thirty (30) days
after such notice is received (all references to “days” in this
Section 6.3 are to calendar days). If the matter has not been
resolved within thirty (30) days of the notice of the Dispute, or if
the Parties fail to meet within such thirty (30) days, the Dispute
shall be submitted to binding arbitration as provided in Section
6.3(b) below.
	 
		(b)	
If the Parties have not been able to resolve the Dispute
pursuant to Section 6.3(a) above, the Dispute shall be finally
settled by binding arbitration as provided in this section. Unless
otherwise agreed by the Parties and except as otherwise provided in
this Agreement, any such arbitration shall be conducted (i) under
the Rules of Arbitration of the International Chamber of Commerce
(“ICC”), (ii) in The Hague, The Netherlands, and (iii) using the
English language. The arbitration shall be conducted before three
(3) arbitrators chosen according to the following procedure: each
of the Parties shall appoint one arbitrator and the two so nominated
shall choose the third. If the arbitrators chosen by the Parties
cannot agree on the choice of the third arbitrator within fourteen
(14) days of their appointment, then the third arbitrator shall be
appointed by the ICC in accordance with its Rules of Arbitration;
provided, that, under no circumstances shall the third arbitrator be
an employee, director, or shareholder of either Party or any of
their affiliates. Discovery (including, without limitation, the
examination of witnesses and the review of relevant documents) shall
be permitted upon a reasonable showing of a Party that fairness
requires that such Party have access to witnesses, documents or
other relevant evidence. The arbitrator(s) shall have the



14






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



	 	 	 
	 
			
authority to grant specific performance, and to allocate between
the Parties the costs of arbitration in such equitable manner as
they determine. The arbitral award shall be final, binding and
non-appealable, unless manifestly contrary to the terms of this
Agreement or applicable facts or law, and may be entered in any
court of competent jurisdiction. The existence of the Dispute, any
settlement negotiations, the arbitration proceeding, any
submissions (including exhibits, testimony, proposed rulings, and
briefs), and the rulings shall be deemed Confidential Information,
and the arbitrators shall have the authority to impose sanctions
for unauthorized disclosure of Confidential Information. The
arbitrators may not, under any circumstances, make any award or
determination contrary to the terms of the Agreement.



      6.4. Governing Laws. The laws of the State of Delaware shall govern this
Agreement and performance under this Agreement.


      6.5. Severability. If any provision of this Agreement is invalid under
any applicable stature or rule of law, it is to that extent to be deemed
omitted, and the remainder of the Agreement shall be valid and enforceable to
the maximum extent possible.


      6.6. Signatures Required; Two Originals. This Agreement shall not be
binding or effective on either Party unless and until each Party has executed
this Agreement by a corporate representative with authority to sign below.
Each Party shall execute two copies of this Agreement, and each executed copy
shall be considered an original for all purposes. The Party executing this
Agreement shall forward to the other Party one of the two executed originals as
soon as practical by mail to the address indicated above for notice.


      6.7. Section Headings. The article and section headings contained in this
Agreement are for reference purposes only and shall not in any way control the
meaning or interpretation of this Agreement.


      6.8. No Third Party Beneficiaries. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give any person
other than the parties hereto any rights or remedies under this Agreement.


      6.9. Assignment and Corporate Reorganization. This Agreement is personal
to the parties and shall not be assigned or transferred in whole or in part to
any third party without the expressed written permission of the other Party.
Furthermore, any attempted assignment shall be deemed null and void. Any
attempt to assign or transfer this Agreement by any Party without written
permission from the other Party shall be considered to be a material breach of
this Agreement and would excuse any further performance by the other Party.
However, this provision shall not apply with respect to any assignment of this
Agreement to any affiliate or if such assignment is part of a merger of either
Party with and into another company or sale of all or substantially all of the
assets of either Party to a third party, provided that in connection with the
sale of assets (A) such third party agrees to assume all obligations and
liabilities of such

15






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



Party set forth in this Agreement; and (B) such Party is not in default of
its obligations under this Agreement at the time such assignment takes place.


      6.10. Injunctive Relief. If either Party breaches the provisions of
Section 2.16 of this Agreement, the injured Party shall, without limiting its
other rights or remedies, be entitled to equitable relief, including but not
limited to, injunctive relief, because the unauthorized use, transfer or
dissemination of Confidential Information provided by the injured Party to the
breaching Party may substantially diminish the value of such information and
may irreparably harm the injured Party. In addition, Digene shall be entitled
to an injunction ordering specific performance of Qiagen Instruments’
obligation to grant a limited license to the Production Materials under the
circumstances and subject to the conditions described in Section 5.4 hereof.


      6.11. Relationship of the Parties. Neither Party shall be responsible for
the acts or omissions of the other Party, and neither Party shall have
authority to speak for, represent or obligate the other Party in any way
without prior written authority from the other Party.


      6.12. Entire Agreement. This Agreement and the Quality Agreement together
constitute the entire agreement between Qiagen Instruments and Digene with
respect to the subject matter hereof and shall not be amended, altered or
changed except by a written agreement signed by the parties hereto. Any terms
and conditions in any Purchase Order or other instrument issued by Digene or
any of its customers in connection with this Agreement or the Quality Agreement
which are in addition to or inconsistent with the terms and conditions of this
Agreement or the Quality Agreement shall not be binding on Qiagen Instruments.
Each of Qiagen Instruments and Digene acknowledges that it is not entering into
this Agreement or the Quality Agreement on the basis of any representations not
expressly contained herein.


      6.13. Waivers. No delay or omission on the part of either Party to this
Agreement in requiring performance by the other Party or in exercising any
right hereunder shall operate as a waiver of any provision hereof or of any
right or rights hereunder; and the waiver, omission or delay in requiring
performance or exercising any right hereunder on any one occasion shall not be
construed as a bar to or waiver of such performance, or right, or of any right
or remedy under this Agreement, on any future occasion.


      6.14. Rights and Remedies. All rights and remedies of either Party
hereunder shall be cumulative and may be exercised singularly or concurrently.
The failure of either Party, in any one or more instances, to enforce any of
the terms of this Agreement shall not be construed as a waiver of future
enforcement of that or any other term.


      6.15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.



[Remainder of page intentionally left blank].




16






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




      IN WITNESS THEREOF, Qiagen Instruments and Digene, intending to be legally
bound hereby, have duly executed Agreement as of the day and year first above
written.



	 	 	 	 	 	 	 
	Qiagen Instruments Corporation		
Digene Corporation
	 
	By:		
/s/ Robert Kundert
		By:
		/s/ Evan Jones
			


		
		

			
Robert Kundert
		
		Evan Jones
	
	
	
	

			
Managing Director
		
		CEO and Chairman of the
	
	
	
	

			
		
		Board of Directors
	 
	Date:		
23.01.2001
		Date:
		January 19, 2001
			


		
		

	 
	By:		
/s/ Michael Collasius
			


			
Michael Collasius
	
	
	
	

			
Managing Director
	 
	Date:		
23.01.2001
			






17






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




EXHIBIT C


SPARE PARTS PRICE LIST



	 	 	 
	

	Description		US$
	

	ROSYS SYRINGE PUMP ([****])
	

	Syringe Pump Plato [****]		
[*******]
	

	Valve / Drive
	

	Valve, [****] for [****] Syringe Pump		
[*******]
	

	Syringes
	

	Syringe [****]		
[*******]
	

	PERISTALTIC PUMP
	

	Peristaltic Pump, [****]		
[*******]
	

	Tubing Set, Peristaltic Pump, [****]		
[*******]
	

	PARTS OF THE ARM
	

	Z-bar [****] for Plato [****]		
[*******]
	

	Tubing Clamp		
[*******]
	

	LabHand Z-bar incl. Linear bearing and “L” Lab Hand (Plato
[****])		
[*******]
	

	LabHand, Standard (closed stacker) for Plato [****]		
[*******]
	

	LabHand for [****]		
[*******]
	

	Tip clamp for [****]		
[*******]
	

	Probe holder with level detector cable		
[*******]
	

	Probe tubing holding screw with bushing (Lemo Type)		
[*******]
	

	ELECTRONICS
	

	[****]-CPU Board		
[*******]
	

	[****]-CPU Board		
[*******]
	

	[****]-Driver Board		
[*******]
	

	[****]-Driver Board		
[*******]
	

	[****]-Motor Board		
[*******]
	

	Option Board		
[*******]
	

	Shaker Board [****]		
[*******]
	

	Incubator Main Board		
[*******]
	

	Comparator Board [****] w/clot detection		
[*******]
	

	[****]-Assembly Main Board w/[****]		
[*******]
	

	[****]-Assembly [****]-Module		
[*******]
	

	[****]-Assembly Shaker Card		
[*******]
	

	Liquid Detection Board		
[*******]
	

	Washer Board		
[*******]
	

	[****] CPU Board/Driver Unit		
[*******]
	

	[****] Connector Board 1 (Arm)		
[*******]
	

	Syringe pump Board		
[*******]
	

	Level Detector Board		
[*******]
	

	[****]-Motor Connector Board (Arm)		
[*******]
	

	[****]-Adapter Board (Base Plate)		
[*******]
	




C-1






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



	 	 	 
	

	Description		US$
	

	[****] Connector Board 3 (Arm)		
[*******]
	

	Incubator Tower ([****]) Board DINCS		
[*******]
	

	Incubator Tower ([****]) Board		
[*******]
	

	POWER CORDS
	

	Power Cord, USA		
[*******]
	

	Fuses
	

	Fuses Set (for both 220 V and 110V)		
[*******]
	

	Interface Cables
	

	Interface Cable, PC-Rapid Capture ([****])		
[*******]
	

	Interface Cable, Rapid Capture-Syringe Pump		
[*******]
	

	Interface Cable, Syringe Pump-Syringe Pump		
[*******]
	

	Interface Cable, Washer
	

	Power Cables
	

	Power Cables for [****] Pumps		
[*******]
	

	Flat Band Cables
	

	[****]-Flat band (large) (not for crossing)		
[*******]
	

	[****]-Flat band cable Plato size [****]		
[*******]
	

	Interconnecting Motor Board Cable		
[*******]
	

	[****]-Flat band (small) (for crossing)		
[*******]
	

	Motor connecting ground cable		
[*******]
	

	Flat band cable [****]		
[*******]
	

	Flat band cable [****]		
[*******]
	

	Flat band cable [****]		
[*******]
	

	Flat band cable [****]		
[*******]
	

	Flex cable [****]		
[*******]
	

	Power Supply
	

	Power Supply, [****]		
[*******]
	

	Motors
	

	[****]-motor/gear/encoder for Plato [****]		
[*******]
	

	[****]-motor/gear/encoder		
[*******]
	

	[****]/Labhand-motor/gear/encoder for Plato [****]		
[*******]
	

	[****]-Motor/gear/encoder		
[*******]
	

	Incubator Tower ([****]) Motor (complete)		
[*******]
	

	Customized Racks
	

	Digene Rack for reagents, Troughs, with lid storage position)		
[*******]
	

	Digene Trough Lid (for [****])		
[*******]
	

	Troughs, [****] ([****]), translucent		
[*******]
	

	Digene Plato [****] worktable support		
[*******]
	

	Front blind for [****]		
[*******]
	

	Digene wash station for [****] series		
[*******]
	

	Digene Pipetting Station for [****] plates with level

adjustment		
[*******]
	

	Tubing Guide (periscope)		
[*******]
	




C-2






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



	 	 	 
	

	Description		US$
	

	Work Table Parts
	

	Set of Pins (10 = 6 small, 4 large)		
[*******]
	

	Tray Holder for pre-packed [****] disposable tips		
[*******]
	

	Disposable tip eject position for Plato [****]		
[*******]
	

	External Accessories
	

	Tubing coupling piece for system liquid container ([****])		
[*******]
	

	Lid coupling piece for system liquid container ([****])		
[*******]
	

	System liquid container ([****])		
[*******]
	

	System liquid container ([****]) with lid and tubing coupling		
[*******]
	

	Washer liquid container, [****]		
[*******]
	

	Tubing coupling piece for washer liquid container ([****])		
[*******]
	

	Lid coupling piece for washer liquid container ([****])		
[*******]
	

	Washer liquid container ([****])		
[*******]
	

	Washer liquid container ([****]) and lid and tubing couplings		
[*******]
	

	Lid coupling pieces (2x) for waste container ([****])		
[*******]
	

	Tubing coupling piece (washer tubing) for waste container

([****])		
[*******]
	

	Tubing coupling piece (waste station tubing) for waste

container ([****])		
[*******]
	

	Waste container ([****])		
[*******]
	

	Waste container ([****]) with lid and tubing couplings		
[*******]
	

	TUBING (external)
	

	Set Peristaltix Pump Tubing ([****] channel) for Plato [****]		
[*******]
	

	Peristalic Pump Inlet Tubing [****]
	

	Peristaltic Pump Outlet Tubing (for Plato [****])[****]
	

	Set of Pipet. Tubing for Plato [****] or [****] consists of:		
[*******]
	

	System liquid inlet (feed) tubing [****]
	

	Syringe pump inlet tubing (for Plato [****])[****]
	

	Syringe pump outlet tubing ([****])[****]
	

	STACKERS AND INCUBATORS
	

	Stackers
	

	Plate stacker, detachable (open) for [****] microplates for
Plato [****]		
[*******]
	

	Digene Plate Stacker (ambient, dark [****] plates, without

doors)		
[*******]
	

	Incubators
	

	Tension Springs (10 pcs.) for Incubator Tower ([****])		
[*******]
	

	Doors (5 pcs.) for Incubator Tower ([****])		
[*******]
	

	Incubator Tower ([****]) for Plato [****] holding [****]

plates with drawer mechanism		
[*******]
	

	PLATE WASHER
	

	Microplate washer module (Plato [****])		
[*******]
	




C-3






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



	 	 	 
	

	Description		US$
	

	Microplate washer for Plato [****] series (combined washer
and pump module)		
[*******]
	

	Wash Heads
	

	[****] Washer head		
[*******]
	

	Valve
	

	Valve for washer		
[*******]
	

	Solenoid valve, 5-fold		
[*******]
	

	Pressure retaining valve for Washer Module Plato [****] /

Plato [****]		
[*******]
	

	Tubing
	

	Washer tubing set, Plato [****]		
[*******]
	

	Spares, Accessories, and Upgrades
	

	Single head washer pump (dispensing)		
[*******]
	

	Twin head (Tandem) washer pump (vacuum)		
[*******]
	

	Washer boat		
[*******]
	

	SHAKERS
	

	Shaker, [****]-plate for Plato [****]		
[*******]
	

	SERVICE KITS
	

	Service Kit (Plato Series [****])		
[*******]
	

	CE Electronics Service Kit (Plato)		
[*******]
	

	Liquid Handling Kit Plato [****]		
[*******]
	

	INSTRUMENT OPTIONS
	

	Disposable Sampling Tip Option
	

	MANUALS (CD)
	

	[****]		
[*******]
	

	[****] Hardware and Appendices		
[*******]
	

	[****]		
[*******]
	




C-4






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


EXHIBIT D


PRODUCT PRICE SCHEDULE


      Pricing for Rapid CaptureTM System Instrument Products – Qiagen
Instruments part #[****]:



	 	 	 
	Ordered Units
	
	
	
	

	Per 12 month Period		
Price per Unit
	 
	[*********] units		
$[**********]
	
	
	
	

	[**********] units		
$[**********]
	
	
	
	

	[**********] units		
$[**********]
	
	
	
	

	[**********] units		
$[**********]
	
	
	
	

	[**********] units		
$[**********]
	
	
	
	

	[**********] units		
$[**********]
	
	
	
	

	[**********] and higher units		
$[**********]




D-1






THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




EXHIBIT F


PRODUCT LEAD TIME



	 	 	 
	•		
Qiagen Instruments shall deliver Product from Purchase Orders for
[**********] units or less within [**********] from the date of such
Purchase Order.
	 
	•		
Qiagen Instruments shall deliver Product from Purchase Orders for
[**********] units in [**********] from the date of such Purchase
Order.
	 
	•		
Qiagen Instruments shall deliver Product from Purchase Orders for
[**********] units in [**********] from the date of such Purchase
Order.
	 
	•		
Qiagen Instruments shall commence delivery of Product from Purchase
Orders for more than [**********] units [**********] after the date of
such Purchase Order and shall be completed at a time to be established
and mutually agreed to by the parties upon the date of such Purchase
Order.




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