**EXHIBIT 4.4**
**REGISTRATION RIGHTS AGREEMENT**
             This Registration Rights Agreement is made and entered into as of January28, 2002 (this “Agreement”), by and between Digene Corporation, a Delawarecorporation (the “Company”), and      (the “Purchaser”).
             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”).
             The Company and the Purchaser hereby agree as follows:
     1.     Definitions.
             Capitalized terms used and not otherwise defined herein shall have themeanings given such terms in the Purchase Agreement. As used in thisAgreement, the following terms shall have the following meanings:
             “Advice” shall have the meaning set forth in Section 3(n).
      “Affiliate” means, with respect to any Person, any other Person thatdirectly or indirectly controls or is controlled by or under common controlwith such Person. For the purposes of this definition, “control,” when usedwith respect to any Person, means the possession, direct or indirect, of thepower to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of voting securities, by contract orotherwise; and the terms of “affiliated,” “controlling” and “controlled” havemeanings correlative to the foregoing.
             “Blackout Period” shall have the meaning set forth in Section 3(r).
             “Board” shall have the meaning set forth in Section 3(r).
             “Business Day” means any day except Saturday, Sunday and any day whichshall be a legal holiday or a day on which banking institutions in the state ofNew York generally are authorized or required by law or other governmentactions to close.
             “Commission” means the Securities and Exchange Commission.
             “Common Stock” means the Company’s Common Stock, par value $0.01 pershare.
             “Effectiveness Date” means with respect to the Registration Statement theearliest of (y) the **90**th Business Day following the Closing Date, before whichthe Company will use its reasonable best efforts to cause the RegistrationStatement to become effective, and (z) the date which is within five (5)Business Days after the date on which the Commission informs the
 

 

Company that the Commission (i) will not review the Registration Statementor (ii) that the Company may request the acceleration of the effectiveness ofthe Registration Statement.
             “Effectiveness Period” shall have the meaning set forth in Section 2.
             “Event” shall have the meaning set forth in Section 7(d).
             “Exchange Act” means the Securities Exchange Act of 1934, as amended.
             “Filing Date” means the date the Registration Statement is filed whichdate, using the Company’s reasonable best efforts, shall be within twenty-one(21) days following the Closing Date.
             “Holder” means the Purchaser and its permitted assignees.
             “Indemnified Party” shall have the meaning set forth in Section 5(c).
             “Indemnifying Party” shall have the meaning set forth in Section 5(c).
             “Liquidated Damages” shall have the meaning set forth in Section 7(d).
             “Losses” shall have the meaning set forth in Section 5(a).
             “Nasdaq” shall mean the Nasdaq National Market.
             “Person” means an individual or a corporation, partnership, trust,incorporated or unincorporated association, joint venture, limited liabilitycompany, joint stock company, government (or an agency or political subdivisionthereof) or other entity of any kind.
             “Proceeding” means an action, claim, suit, investigation or proceeding(including, without limitation, an investigation or partial proceeding, such asa deposition), whether commenced or threatened.
             “Prospectus” means the prospectus included in the Registration Statement(including, without limitation, a prospectus that includes any informationpreviously omitted from a prospectus filed as part of an effective registrationstatement in reliance upon Rule 430A promulgated under the Securities Act), asamended or supplemented by any prospectus supplement, with respect to the termsof the offering of any portion of the Registrable Securities covered by theRegistration Statement, and all other amendments and supplements to theProspectus, including post-effective amendments, and all material incorporatedby reference in such Prospectus.
             “Registrable Securities” means (i) the shares of Common Stock issuedpursuant to the Purchase Agreement (the “Common Shares”) and upon any stocksplit, stock dividend, recapitalization or similar event with respect to suchCommon Shares; and (ii) any other securities issued in exchange of orreplacement of the Common Shares.
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             “Registration Statement” means the registration statement and anyadditional registration statements contemplated by Section 2, including (ineach case) the Prospectus and amendments to such registration statement orProspectus, including pre- and post-effective amendments, all exhibits thereto,and all material incorporated by reference in such registration statement.
             “Rule 144” means Rule 144 promulgated by the Commission under theSecurities Act, as such Rule may be amended from time to time, or any similarrule or regulation hereafter adopted by the Commission having substantially thesame effect as such Rule.
             “Rule 158” means Rule 158 promulgated by the Commission under theSecurities Act, as such Rule may be amended from time to time, or any similarrule or regulation hereafter adopted by the Commission having substantially thesame effect as such Rule.
             “Rule 415” means Rule 415 promulgated by the Commission under theSecurities Act, as such Rule may be amended from time to time, or any similarrule or regulation hereafter adopted by the Commission having substantially thesame effect as such Rule.
             “Securities Act” means the Securities Act of 1933, as amended.
             “Special Counsel” means any special counsel to the Holder selected,pursuant to Section 5.
     2.     Registration. On or prior to the Filing Date the Company shall prepareand file with the Commission a “shelf” Registration Statement covering allRegistrable Securities for an offering to be made on a continuous basispursuant to Rule 415. The Registration Statement shall be on Form S-3 (exceptif the Company is not then eligible to register for resale the RegistrableSecurities on Form S-3, in which case such registration shall be on anotherappropriate form in accordance herewith). The Company shall (i) not permit anysecurities other than the Registrable Securities to be included in theRegistration Statement, (ii) use its reasonable best efforts to cause theRegistration Statement to be declared effective under the Securities Act(including filing with the Commission a request for acceleration ofeffectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Actwithin five (5) Business Days of the date that the Company is notified (orallyor in writing, whichever is earlier) by the Commission that a RegistrationStatement will not be “reviewed,” or not be subject to further review) as soonas possible after the filing thereof, but in any event prior to theEffectiveness Date, and to keep such Registration Statement continuouslyeffective under the Securities Act until such date as is the earlier of (x) thedate when all Registrable Securities covered by such Registration Statementhave been sold or (y) the date on which the Registrable Securities may be soldwithout any restriction pursuant to Rule 144(k) as determined by the counsel tothe Company pursuant to a written letter, addressed to the Company’s transferagent to such effect (the “Effectiveness Period”).
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     3.     Registration Procedures.
             In connection with the Company’s registration obligations hereunder;
            (a)     The Company shall prepare and file with the Commission as soon aspossible and in any event on or prior to the Filing Date, a RegistrationStatement on Form S-3 (or if the Company is not then eligible to register forresale the Registrable Securities on Form S-3 such registration shall be onanother appropriate form in accordance herewith) in accordance with the methodor methods of distribution thereof as specified by the Holder (except ifotherwise directed by the Holder), and use its reasonable best efforts to causethe Registration Statement to become effective and remain effective as providedherein; provided, however, that not less than three (3) Business Days prior tothe filing of the Registration Statement or any related Prospectus or anyamendment or supplement thereto (including any document that would beincorporated therein by reference), the Company shall (i) furnish to the Holderand any Special Counsel, copies of all such documents proposed to be filed,which documents (other than those incorporated by reference) will be subject tothe timely review of such Special Counsel, and (ii) at the request of theHolder cause its officers and directors, counsel and independent certifiedpublic accountants to respond to such inquiries as shall be necessary, in thereasonable opinion of counsel to such Holder, to conduct a reasonableinvestigation within the meaning of the Securities Act. The Company shall notfile the Registration Statement or any such Prospectus or any amendments orsupplements thereto to which the Holder or any Special Counsel shall reasonablyobject in writing within two (2) Business Days of their receipt thereof;provided, however, that Liquidated Damages (as hereinafter defined) shall besuspended and shall cease to accrue for such period that the Company does notfile the Registration Statement or any Prospectus or amendments or supplementsas required hereunder as a result of a reasonable objection of the Holder orany Special Counsel.
             (b)     The Company shall (i) prepare and file with the Commission suchamendments, including post-effective amendments, to the Registration Statementas may be necessary to keep the Registration Statement continuously effectiveas to the applicable Registrable Securities for the Effectiveness Period andprepare and file with the Commission such additional Registration Statements inorder to register for resale under the Securities Act all of the RegistrableSecurities; (ii) cause the related Prospectus to be amended or supplemented byany required Prospectus supplement, and as so supplemented or amended to befiled pursuant to Rule 424 (or any similar provisions then in force)promulgated under the Securities Act; (iii) respond promptly to any commentsreceived from the Commission with respect to the Registration Statement or anyamendment thereto and promptly provide the Holder true and complete copies ofall correspondence from and to the Commission relating to the RegistrationStatement; and (iv) comply in all material respects with the provisions of theSecurities Act and the Exchange Act with respect to the disposition of allRegistrable Securities covered by the Registration Statement during theapplicable period in accordance with the intended methods of disposition by theHolder set forth in the Registration Statement as so amended or in suchProspectus as so supplemented.
             (c)     The Company shall notify the Holder and any Special Counsel promptly(and, in the case of (i)(A) below, not less than three (3) Business Days priorto such filing) and (if requested by any such Person) confirm such notice inwriting no later than one (1) Business
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Day following the day (i)(A) when a Prospectus or any Prospectussupplement or post-effective amendment to the Registration Statement isproposed to be filed; (B) when the Commission notifies the Company whetherthere will be a “review” of such Registration Statement and whenever theCommission comments in writing on such Registration Statement and (C) withrespect to the Registration Statement or any post-effective amendment, when thesame has become effective; (ii) of any request by the Commission or any otherFederal or state governmental authority for amendments or supplements to theRegistration Statement or Prospectus or for additional information; (iii) ofthe issuance by the Commission of any stop order suspending the effectivenessof the Registration Statement covering any or all of the Registrable Securitiesor the initiation of any Proceedings for that purpose; (iv) of the receipt bythe Company of any notification with respect to the suspension of thequalification or exemption from qualification of any of the RegistrableSecurities for sale in any jurisdiction, or the initiation or threatening ofany Proceeding for such purpose; and (v) of the occurrence of any event thatmakes any statement made in the Registration Statement or Prospectus or anydocument incorporated or deemed to be incorporated therein by reference untruein any material respect or that requires any revisions to the RegistrationStatement, Prospectus or other documents so that, in the case of theRegistration Statement or the Prospectus, as the case may be, it will notcontain any untrue statement of a material fact or omit to state any materialfact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading.
             (d)     The Company shall promptly furnish to Special Counsel, withoutcharge,(i) any correspondence from the Commission or the Commission’s staff tothe Company or its representatives relating to any Registration Statement and(ii) promptly after the same is prepared and filed with the Commission, a copyof any written response to the correspondence received from the Commission.
             (e)     The Company shall use its reasonable best efforts to avoid theissuance of, or, if issued, obtain the withdrawal of, (i) any order suspendingthe effectiveness of the Registration Statement or (ii) any suspension of thequalification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction, at the earliest practicable moment.
             (f)     The Company shall if requested by the Holder of a majority in interestof the Registrable Securities, (i) promptly incorporate in a Prospectussupplement or post-effective amendment to the Registration Statement suchinformation as the Company reasonably agrees should be included therein and(ii) make all required filings of such Prospectus supplement or suchpost-effective amendment as soon as practicable after the Company has receivednotification of the matters to be incorporated in such Prospectus supplement orpost-effective amendment.
             (g)     The Company shall furnish to the Holder and any Special Counsel,without charge, at least one conformed copy of each Registration Statement andeach amendment thereto, including financial statements and schedules, alldocuments incorporated or deemed to be incorporated therein by reference, andall exhibits to the extent requested by such Person (including those previouslyfurnished or incorporated by reference) promptly after the filing of suchdocuments with the Commission.
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             (h)     The Company shall promptly deliver to the Holder and any SpecialCounsel, without charge, as many copies of the Registration Statement,Prospectus or Prospectuses (including each form of prospectus) and eachamendment or supplement thereto as such Persons may reasonably request; and theCompany hereby consents to the use of such Prospectus and each amendment orsupplement thereto by the Holder in connection with the offering and sale ofthe Registrable Securities covered by such Prospectus and any amendment orsupplement thereto.
             (i)     The Company shall prior to any public offering of RegistrableSecurities, use its reasonable best efforts to register or qualify or cooperatewith the Holder and any Special Counsel in connection with the registration orqualification (or exemption from such registration or qualification) of suchRegistrable Securities for offer and sale under the securities or Blue Sky lawsof such jurisdictions within the United States as any Holder reasonablyrequests in writing, to keep each such registration or qualification (orexemption therefrom) effective during the Effectiveness Period and to do anyand all other acts or things necessary or advisable to enable the dispositionin such jurisdictions of the Registrable Securities covered by a RegistrationStatement; provided, however, that the Company shall not be required to qualifygenerally to do business in any jurisdiction where it is not then so qualifiedor to take any action that would subject it to general service of process inany such jurisdiction where it is not then so subject or subject the Company toany material tax in any such jurisdiction where it is not then so subject.
             (j)     The Company shall cooperate with the Holder to facilitate the timelypreparation and delivery of certificates representing Registrable Securities tobe sold pursuant to a Registration Statement and to enable such RegistrableSecurities to be in such denominations and registered in such names as theHolder may request at least two (2) Business Days prior to any sale ofRegistrable Securities.
             (k)     The Company shall upon the occurrence of any event contemplated bySection 3(c)(vi), as promptly as possible, prepare a supplement or amendment,including a post-effective amendment, to the Registration Statement or asupplement to the related Prospectus or any document incorporated or deemed tobe incorporated therein by reference, and file any other required document sothat, as thereafter delivered, neither the Registration Statement nor suchProspectus will contain an untrue statement of a material fact or omit to statea material fact required to be stated therein or necessary to make thestatements therein, in the light of the circumstances under which they weremade, not misleading.
             (l)     The Company shall use its reasonable best efforts to cause allRegistrable Securities relating to such Registration Statement to be listed onthe Nasdaq and any other securities exchange, quotation system, market orover-the-counter bulletin board, if any, on which similar securities issued bythe Company are then listed as and when required pursuant to the PurchaseAgreement.
             (m)     The Company shall comply in all material respects with all applicablerules and regulations of the Commission and make generally available to itssecurity holders earning statements satisfying the provisions of Section 11(a)of the Securities Act and Rule 158 not later than forty-five (45) days afterthe end of any twelve (12)-month period (or ninety (90) days after the end ofany twelve (12)-month period if such period is a fiscal year)
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commencing on the first day of the first fiscal quarter of the Companyafter the effective date of the Registration Statement, which statement shallconform to the requirements of Rule 158.
             (n)     The Company shall require the Holder to furnish to the Companyinformation regarding such Holder and the distribution of such RegistrableSecurities as is required by law to be disclosed in the Registration Statement,and the Company may exclude from such registration the Registrable Securitiesof the Holder if it fails to furnish such information within a reasonable timeprior to the filing of each Registration Statement, supplemented Prospectusand/or amended Registration Statement.
             (o)     If the Registration Statement refers to the Holder by name orotherwise as the holder of any securities of the Company, then the Holder shallhave the right to require (if such reference to the Holder by name or otherwiseis not required by the Securities Act or any similar federal statute then inforce) the deletion of the reference to the Holder in any amendment orsupplement to the Registration Statement filed or prepared subsequent to thetime that such reference ceases to be required. The Holder covenants andagrees that (i) it shall not sell any Registrable Securities under theRegistration Statement until it has received copies of the Prospectus as thenamended or supplemented as contemplated in Section 3(h) and notice from theCompany that such Registration Statement and any post-effective amendmentsthereto have become effective as contemplated by Section 3(c) and (ii) it andits officers, directors or Affiliates, if any, will comply with the prospectusdelivery requirements of the Securities Act as applicable to them in connectionwith sales of Registrable Securities pursuant to the Registration Statement.
             (p)     The Holder agrees by its acquisition of such Registrable Securitiesthat, upon receipt of a notice from the Company of the occurrence of any eventof the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or3(r), the Holder will forthwith discontinue disposition of such RegistrableSecurities under the Registration Statement until such Holder’s receipt of thecopies of the supplemented Prospectus and/or amended Registration Statementcontemplated by Section 3(k), or until it is advised in writing (the “Advice”)by the Company that the use of the applicable Prospectus may be resumed, and,in either case, has received copies of any additional or supplemental filingsthat are incorporated or deemed to be incorporated by reference in suchProspectus or Registration Statement.
             (q)     If (i) there is material non-public information regarding the Companywhich the Company’s Board of Directors (the “Board”) reasonably determines notto be in the Company’s best interest to disclose and which the Company is nototherwise required to disclose, or (ii) there is a significant businessopportunity (including, but not limited to, the acquisition or disposition ofassets (other than in the ordinary course of business) or any merger,consolidation, tender offer or other similar transaction) available to theCompany which the Board reasonably determines not to be in the Company’s bestinterest to disclose and which the Company would be required to disclose underthe Registration Statement, then, for the period of 180 days after the date theRegistration Statement has been declared effective by the Commission (the“Period”), the Company may suspend effectiveness of a registration statementand suspend the sale of Registrable Securities under a Registration Statementfor a period not to exceed twenty-five (25) consecutive days, provided that theCompany may not suspend its obligation during the Period for more than fifty(50) days in the aggregate (each, a “Blackout Period”); provided, however,
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that no such suspension shall be permitted for consecutive twenty-five(25) day periods, arising out of the same set of facts, circumstances ortransactions.
             (r)     Within two (2) Business Days after the Registration Statement whichincludes the Registrable Securities is ordered effective by the Commission, theCompany shall deliver, and shall cause legal counsel for the Company todeliver, to the transfer agent for such Registrable Securities (with copies tothe Holder) confirmation that the Registration Statement has been declaredeffective by the Commission in the form attached hereto as Exhibit A.
     4.     Registration Expenses.
             All reasonable fees and expenses incident to the performance of orcompliance with this Agreement by the Company shall be borne by the Companywhether or not the Registration Statement is filed or becomes effective andwhether or not any Registrable Securities are sold pursuant to the RegistrationStatement. The fees and expenses referred to in the foregoing sentence shallinclude, without limitation; the following: (i) all registration and filingfees (including, without limitation, fees and expenses (A) with respect tofilings required to be made with the NASDAQ and each other securities exchangeor market on which Registrable Securities are required hereunder to be listed,(B) with respect to filings required to be made with the Commission, and (C) incompliance with state securities or Blue Sky laws), (ii) printing expenses(including, without limitation, expenses of printing certificates forRegistrable Securities and of printing Prospectuses if the printing ofProspectuses is requested by the Holder, (iii) messenger, telephone anddelivery expenses, (iv) fees and disbursements of counsel for the Company and(v) fees and expenses of all other Persons retained by the Company inconnection with the consummation of the transactions contemplated by thisAgreement, including, without limitation, the Company’s independent publicaccountants (including the expenses of any comfort letters or costs associatedwith the delivery by independent public accountants of a comfort letter orcomfort letters). In addition, the Company shall be responsible for all of itsinternal expenses incurred in connection with the consummation of thetransactions contemplated by this Agreement (including, without limitation, allsalaries and expenses of its officers and employees performing legal oraccounting duties), the expense of any annual audit, the fees and expensesincurred in connection with the listing of the Registrable Securities on anysecurities exchange as required hereunder.
     5.     Indemnification.
             (a)     Indemnification by the Company. The Company shall, notwithstandingany termination of this Agreement, indemnify and hold harmless the Holder, itspermitted assignees, officers, directors, agents, brokers (including brokerswho offer and sell Registrable Securities as principal as a result of a pledgeor any failure to perform under a margin call of Common Stock), investmentadvisors and employees, each Person who controls any such Holder or permittedassignee (within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act) and the officers, directors, agents and employees of eachsuch controlling Person, and the respective successors, permitted assigns,estate and personal representatives of each of the foregoing, to the fullestextent permitted by applicable law, from and against any and all claims,losses, damages, liabilities, penalties, judgments, costs (including, withoutlimitation, costs of investigation) and expenses (including, withoutlimitation, reasonable attorneys’ fees and
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 expenses) (collectively, “Losses”), arising out of or relating to anyuntrue or alleged untrue statement of a material fact contained in theRegistration Statement, the final Prospectus, as supplemented or amended, ifapplicable, or arising out of or relating to any omission or alleged omissionof a material fact required to be stated therein or necessary to make thestatements therein (in the case of any Prospectus or form of Prospectus orsupplement thereto, in the light of the circumstances under which they weremade) not misleading, except to the extent, but only to the extent, that suchuntrue statements or omissions are based solely upon information regarding theHolder furnished in writing to the Company by the Holder expressly for usetherein, which information was reviewed and expressly approved in writing bythe Holder and Special Counsel expressly for use in the Registration Statement,such Prospectus or such form of Prospectus or in any amendment or supplementthereto or as a result of the failure of the Holder to deliver a Prospectus, asamended or supplemented, to a purchaser in connection with an offer or sale ofRegistrable Securities. The Company shall notify the Holder promptly of theinstitution, threat or assertion of any Proceeding of which the Company isaware in connection with the transactions contemplated by this Agreement. Suchindemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of an Indemnified Party (as defined in Section 5(c)hereof) and shall survive the transfer of the Registrable Securities by theHolder.
             (b)     Indemnification by Holder. The Holder and its permitted assigneesshall, severally and not jointly, indemnify and hold harmless the Company, thedirectors, officers, agents and employees, each Person who controls the Company(within the meaning of Section 15 of the Securities Act and Section 20 of theExchange Act), and the directors, officers, agents or employees of suchcontrolling Persons, and the respective successors, permitted assigns, estateand personal representatives of each of the foregoing, to the fullest extentpermitted by applicable law, from and against all Losses, as incurred, arisingsolely out of or based solely upon any untrue statement of a material factcontained in the Registration Statement, any Prospectus, or any form ofProspectus, or arising solely out of or based solely upon any omission of amaterial fact required to be stated therein or necessary to make the statementstherein (in the case of any Prospectus or form of Prospectus or supplementthereto, in the light of the circumstances under which they were made) notmisleading, to the extent, but only to the extent, that such untrue statementor omission is contained in or omitted from any information so furnished inwriting by the Holder or the Special Counsel to the Company specifically forinclusion in the Registration Statement or such Prospectus and that suchinformation was reasonably relied upon by the Company for use in theRegistration Statement, such Prospectus or such form of prospectus or to theextent that such information relates to the Holder or the Holder’s proposedmethod of distribution of Registrable Securities. Notwithstanding anything tothe contrary contained herein, the Holder shall be liable under this Section5(b) for only that amount as does not exceed the net proceeds to the Holder asa result of the sale of Registrable Securities pursuant to such RegistrationStatement.
             (c)     Conduct of Indemnification Proceedings. If any Proceeding shall bebrought or asserted against any Person entitled to indemnity hereunder (an“Indemnified Party”), such Indemnified Party promptly shall notify the Personfrom whom indemnity is sought (the “Indemnifying Party) in writing, and theIndemnifying Party shall assume the defense thereof, including the employmentof counsel reasonably satisfactory to the Indemnified Party and the payment ofall fees and expenses incurred in connection with defense thereof; provided,that the failure of any Indemnified Party to give such notice shall not relievethe Indemnifying Party of
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its obligations or liabilities pursuant to this Agreement, except (andonly) to the extent that it shall be finally determined by a court of competentjurisdiction (which determination is not subject to appeal or further review)that such failure shall have materially and adversely prejudiced theIndemnifying Party.
             An Indemnified Party shall have the right to employ separate counsel inany such Proceeding and to participate in the defense thereof, but the fees andexpenses of such counsel shall be at the expense of such Indemnified Party orParties unless: (1) the Indemnifying Party has agreed in writing to pay suchfees and expenses; or (2) the Indemnifying Party shall have failed promptly toassume the defense of such Proceeding and to employ counsel reasonablysatisfactory to such Indemnified Party in any such Proceeding; or (3) the namedparties to any such Proceeding (including any impleaded parties) include bothsuch Indemnified Party and the Indemnifying Party, and such Indemnified Partyshall have been advised by counsel that a conflict of interest is likely toexist if the same counsel were to represent such Indemnified Party and theIndemnifying Party or that there may be legal defenses available to suchIndemnified Party that are different from or in addition to those available tothe Indemnifying Party (in which case the Indemnifying Party shall not have theright to assume the defense of such action on behalf of such Indemnified Party,the Indemnifying Party shall be entitled to employ separate counsel, reasonablyacceptable to the Indemnifying Party, and the Indemnifying Party shall beliable, in such action or substantially similar but related actions, for thefees and expenses of one separate firm of attorneys (in addition to any localcounsel) for the Indemnified Party). The Indemnifying Party shall not beliable for any settlement of any such Proceeding effected without its writtenconsent, which consent shall not be unreasonably withheld. No IndemnifyingParty shall, without the prior written consent of the Indemnified Party, effectany settlement of any pending Proceeding in respect of which any IndemnifiedParty is a party, unless such settlement includes an unconditional release ofsuch Indemnified Party from all liability on claims that are the subject matterof such Proceeding.
             All reasonable fees and expenses of the Indemnified Party (includingreasonable fees and expenses to the extent incurred in connection withinvestigating or preparing to defend such Proceeding in a manner notinconsistent with this Section) shall be paid to the Indemnified Party, asincurred, within twenty (20) Business Days of written notice thereof to theIndemnifying Party (regardless of whether it is ultimately determined that anIndemnified Party is not entitled to indemnification hereunder; provided, thatthe Indemnifying Party may require such Indemnified Party to undertake toreimburse all such fees and expenses to the extent it is finally judiciallydetermined that such Indemnified Party is not entitled to indemnificationhereunder or pursuant to applicable law).
             (d)     Contribution. If a claim for indemnification under Section 5(a) or5(b) is unavailable to an Indemnified Party because of a failure or refusal ofa governmental authority to enforce such indemnification in accordance with itsterms (by reason of public policy or otherwise), then each Indemnifying Party,in lieu of indemnifying such Indemnified Party, shall contribute to the amountpaid or payable by such Indemnified Party as a result of such Losses, in suchproportion as is appropriate to reflect the relative fault of the IndemnifyingParty and Indemnified Party in connection with the actions, statements oromissions that resulted in such Losses as well as any other relevant equitableconsiderations. The relative fault of such Indemnifying Party and IndemnifiedParty shall be determined by reference to, among other
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things, whether any action in question, including any untrue or allegeduntrue statement of a material fact or omission or alleged omission of amaterial fact, has been taken or made by, or relates to information suppliedby, such Indemnifying, Party or Indemnified Party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch action, statement or omission. The amount paid or payable by a party as aresult of any Losses shall be deemed to include, subject to the limitations setforth in Section 5(c), any reasonable attorneys’ or other reasonable fees orexpenses incurred by such party in connection with any Proceeding to the extentsuch party would have been indemnified for such fees or expenses if theindemnification provided for in this Section was available to such party inaccordance with its terms. Notwithstanding anything to the contrary containedherein, the Holder shall be liable or required to contribute under this Section5(c) for only that amount as does not exceed the net proceeds to the Holder asa result of the sale of Registrable Securities pursuant to such RegistrationStatement.
             The parties hereto agree that it would not be just and equitable ifcontribution pursuant to this Section 5(d) were determined by pro rataallocation or by any other method of allocation that does not take into accountthe equitable considerations referred to in the immediately precedingparagraph. No Person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any Person who was not guilty of such fraudulentmisrepresentation.
             The indemnity and contribution agreements contained in this Section are inaddition to any liability that the Indemnifying Parties may have to theIndemnified Parties.
     6.     Rule 144.
             As long as the Holder owns Registrable Securities, the Company covenantsto timely file (or obtain extensions in respect thereof and file within theapplicable grace period) all reports required to be filed by the Company afterthe date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act and topromptly furnish the Holder with true and complete copies of all such filings.As long as the Holder owns Registrable Securities, if the Company is notrequired to file reports pursuant to Section 13(a) or 15(d) of the ExchangeAct, it will prepare and furnish to the Holder and make publicly available inaccordance with Rule 144(c) promulgated under the Securities Act annual andquarterly financial statements, together with a discussion and analysis of suchfinancial statements in form and substance substantially similar to those thatwould otherwise be required to be included in reports required by Section 13(a)or 15(d) of the Exchange Act, as well as any other information requiredthereby, in the time period that such filings would have been required to havebeen made under the Exchange Act. The Company further covenants that it willtake such further action as the Holder may reasonably request, all to theextent required from time to time to enable the Holder to sell RegistrableSecurities without registration under the Securities Act within the limitationof the exemptions provided by Rule 144 promulgated under the Securities Act,including providing any legal opinions of counsel to the Company referred to inthe Purchase Agreement. Upon the request of the Holder, the Company shalldeliver to the Holder a written certification of a duly authorized officer asto whether it has complied with such requirements. This Agreement shallterminate on the date on which the Registrable Securities may be sold withoutrestriction pursuant to Rule 144(k) of the Securities Act.
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     7.     Miscellaneous.
             (a)     Remedies. In the event of a breach by the Company or by a Holder, ofany of their obligations under this Agreement, the Holder or the Company, asthe case may be, in addition to being entitled to exercise all rights grantedby law and under this Agreement, including recovery of damages, will beentitled to specific performance of its rights under this Agreement. TheCompany and the Holder agree that monetary damages would not provide adequatecompensation for any losses incurred by reason of a breach by it of any of theprovisions of this Agreement and hereby further agrees that, in the event ofany action for specific performance in respect of such breach, it shall waivethe defense that a remedy at law would be adequate.
             (b)     No Inconsistent Agreements. Neither the Company nor any of itssubsidiaries has, as of the date hereof entered into and currently in effect,nor shall the Company or any of its Affiliates, on or after the date of thisAgreement, enter into any agreement with respect to its securities that isinconsistent with the rights granted to the Holder in this Agreement orotherwise conflicts with the provisions hereof. Without limiting thegenerality of the foregoing, without the written consent of the Holder, theCompany shall not grant to any Person the right to request the Company toregister any securities of the Company under the Securities Act if the rightsso granted are inconsistent with the rights granted to Holder set forth herein,or otherwise prevent the Company with complying with all of its obligationshereunder.
             (c)     No Piggyback on Registrations. Neither the Company nor any of itssecurity holders (other than the Holder in such capacity pursuant hereto) mayinclude securities of the Company in the Registration Statement.
             (d)     Failure to File Registration Statement and Other Events. The Companyand the Holder agree that the Holder will suffer damages if the RegistrationStatement is not filed on or prior to the Filing Date and not declaredeffective by the Commission on or prior to the Effectiveness Date andmaintained in the manner contemplated herein during the Effectiveness Period orif certain other events occur. The Company and the Holder further agree thatit would not be feasible to ascertain the extent of such damages withprecision. Accordingly, if (i) the Registration Statement is not filed on orprior to the Filing Date, or is not declared effective by the Commission on orprior to the Effectiveness Date (or in the event an additional RegistrationStatement is filed because the actual number of Registrable Securities exceedsthe number of shares of Common Stock initially registered is not filed anddeclared effective within the time periods set forth in Section 2), or (ii) theCompany fails to file with the Commission a request for acceleration inaccordance with Rule 12dl-2 promulgated under the Exchange Act within five (5)Business Days of the date that the Company is notified (orally or in writing,whichever is earlier) by the Commission that a Registration Statement will notbe “reviewed,” or not subject to further review, or (iii) the RegistrationStatement is filed with and declared effective by the Commission but thereafterceases to be effective as to all Registrable Securities at any time during thePeriod, without being succeeded within a reasonable period by a subsequentRegistration Statement filed with and declared effective by the Commission, or(iv) during the Period, trading in the Common Stock shall be suspended for anyreason for more than three (3) Business Days in the aggregate, or (v) theCompany has breached Section 3(r) of this Agreement (any such failure or breachbeing referred to as an “Event”), the Company shall pay as liquidated damagesfor such failure
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 and not as a penalty (the “Liquidated Damages”) to the Holder an amountequal to two percent (2%) of the purchase price paid by the Holder for allRegistrable Securities then held by the Holder for each thirty (30) day period,or portion thereof, following the Event until the applicable Event has beencured; provided, however, that the combined aggregate Liquidated Damagespayable by the Company for a delayed filing of the Registration Statement ordelayed effectiveness beyond the Effectiveness Date shall not exceed sixteenpercent (16%) of the purchase price paid for the Common Shares and LiquidatedDamages shall cease to accrue after the date on which the Holder would be ableto sell all such Registrable Securities held by it without restriction pursuantto Rule 144(k) promulgated under the Securities Act. Payments to be madepursuant to this Section 7(d) shall be due and payable immediately upon demandat the option of the Holder in cash. The parties agree that the LiquidatedDamages represent a reasonable estimate on the part of the parties, as of thedate of this Agreement, of the amount of damages that may be incurred by theHolder if the Registration Statement is not filed on or prior to the FilingDate or has not been declared effective by the Commission on or prior to theEffectiveness Date and maintained in the manner contemplated herein during theEffectiveness Period or if any other Event as described herein has occurred.If the Company is prevented from performing any of its obligations under thisSection 7(d) due to any cause beyond the Company’s reasonable control,including, without limitation, an act of God, an act of terrorism, fire, flood,explosion, war, strike, embargo, government regulation, civil or militaryauthority, the Company shall not incur Liquidated Damages for the period of thedelay or inability to perform due to such occurrence.
             (e)     Specific Enforcement, Consent to Jurisdiction.
                       (i)     The Company and the Holder acknowledge and agree that irreparabledamage would occur in the event that any of the provisions of this Agreement orthe Purchase Agreement were not performed in accordance with their specificterms or were otherwise breached. It is accordingly agreed that the partiesshall be entitled to an injunction or injunctions to prevent or cure breachesof the provisions of this Agreement or the Purchase Agreement and to enforcespecifically the terms and provisions hereof or thereof, this being in additionto any other remedy to which any of them may be entitled by law or equity.
                       (ii)     Both the Company and the Holder (i) hereby irrevocably submit to thejurisdiction of the United States District Court for the Southern District ofNew York and the courts of the State of New York located in New York county forthe purposes of any suit, action or proceeding arising out of or relating tothis Agreement or the Purchase Agreement and (ii) hereby waive, and agree notto assert in any such suit, action or proceeding, any claim that it is notpersonally subject to the jurisdiction of such court, that the suit, action orproceeding is brought in an inconvenient forum or that the venue of the suit,action or proceeding is improper. Both the Company and the Holder consent toprocess being served in any such suit, action or proceeding by mailing a copythereof to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficientservice of process and notice thereof. Nothing in this Section 7(e) shallaffect or limit any right to serve process in any other manner permitted bylaw.
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             (f)     Amendments and Waivers. The provisions of this Agreement, includingthe provisions of this sentence, may not be amended, modified or supplemented,and waivers or consents to departures from the provisions hereof may not begiven, unless the same shall be in writing and signed by the Company and theHolder.
             (g)     Notices. Any and all notices or other communications or deliveriesrequired or permitted to be provided hereunder shall be in writing and shall bedeemed given and effective on the earlier of (i) the date of transmission, ifsuch notice or communication is delivered via facsimile at the facsimiletelephone number specified for notice prior to 5:00 p.m., eastern standardtime, on a Business Day, (ii) the Business Day after the date of transmission,if such notice or communication is delivered via facsimile at the facsimiletelephone number specified for notice later than 5:00 p.m., eastern time, onany date and earlier than 11:59 p.m., eastern time, on such date, (iii) theBusiness Day following the date of mailing, if sent by nationally recognizedovernight courier service or (iv) actual receipt by the party to whom suchnotice is required to be given.   (x) if to the Company:   **Digene Corporation**  1201 Clopper Road  Gaithersburg, Maryland 20878   Tel. No.: (301) 944-7000  Fax No.: (301) 944-7017  Attn: President with a copy to:   Ballard Spahr Andrews & Ingersoll, LLP  1735 Market Street, 51st Floor  Philadelphia, Pennsylvania 19103  Attn: Morris Cheston, Jr.   Tel. No.: (215) 864-8609  Fax No.: (215) 864-8999 (y) if to the Purchaser:                Tel. No.:                                                          Fax No.:                                                        
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or to such other address or addresses or facsimile number or numbers as anysuch party may most recently have designated in writing to the other partieshereto by such notice.
             (h)     Successors and Assigns. This Agreement shall be binding upon andinure to the benefit of the parties and their successors and permitted assignsand shall inure to the benefit of the Holder and its successors and permittedassigns. The Company may not assign this Agreement or any of its rights orobligations hereunder without the prior written consent of the Holder. TheHolder may assign its rights hereunder in the manner and to the Persons aspermitted under this Agreement with the prior consent of the Company, whichconsent shall not be unreasonably withheld .
             (i)     Assignment of Registration Rights. The rights of each Holderhereunder, including the right to have the Company register for resaleRegistrable Securities in accordance with the terms of this Agreement, shall beassignable by the Holder to any transferee of the Holder of all or a portion ofthe shares of Registrable Securities if: (i) the Holder agrees in writing withthe transferee or permitted assignee to assign such rights, and a copy of suchagreement is furnished to the Company within a reasonable time after suchassignment, (ii) the Company is, within a reasonable time after such transferor assignment, furnished with written notice of (a) the name and address ofsuch transferee or permitted assignee, and (b) the securities with respect towhich such registration rights are being transferred or assigned, (iii)following such transfer or assignment the further disposition of suchsecurities by the transferee or permitted assignees is restricted under theSecurities Act and applicable state securities laws, (iv) at or before the timethe Company receives the written notice contemplated by clause (ii) of thisSection, the transferee or permitted assignee agrees in writing with theCompany to be bound by all of the provisions of this Agreement, and (v) suchtransfer shall have been made in accordance with the applicable requirements ofthe Purchase Agreement and shall be for no less than 50% of the RegistrableSecurities. In addition, the Holder shall have the right to assign its rightshereunder to any other Person with the prior written consent of the Company,which consent shall not be unreasonably withheld. The rights to assignmentshall apply to the Holder and to subsequent successors and permitted assigns Inthe event of an assignment pursuant to this Section 7(i), the Holder shall payall incremental costs and expenses incurred by the Company in connection withfiling a Registration Statement, or an amendment to a filed RegistrationStatement, to register the Registrable Securities assigned to any assignee ortransferee.
             (j)     Counterparts. This Agreement may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an originaland, all of which taken together shall constitute one and the same Agreement.In the event that any signature is delivered by facsimile transmission, suchsignature shall create a valid binding obligation of the party executing (or onwhose behalf such signature is executed) the same with the same force andeffect as if such facsimile signature were the original thereof.
             (k)     Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, without regard to principlesof conflicts of law thereof. This Agreement shall not be interpreted orconstrued with any presumption against the party causing this Agreement to bedrafted.
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             (l)     Cumulative Remedies. The remedies provided herein are cumulative andnot exclusive of any remedies provided by law.
             (m)     Severability. If any term, provision, covenant or restriction of thisAgreement is held to be invalid, illegal, void or unenforceable in any respect,the remainder of the terms, provisions, covenants and restrictions set forthherein shall remain in full force and effect and shall in no way be affected,impaired or invalidated, and the parties hereto shall use their reasonableefforts to find and employ an alternative means to achieve the same orsubstantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be theintention of the parties that they would have executed the remaining terms,provisions, covenants and restrictions without including any of such that maybe hereafter declared invalid, illegal, void or unenforceable.
             (n)     Headings. The headings herein are for convenience only, do notconstitute a part of this Agreement and shall not be deemed to limit or affectany of the provisions hereof.
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     IN WITNESS WHEREOF, the parties hereto have caused this RegistrationRights Agreement to be duly executed by their respective authorized persons asof the date first indicated above.   **Digene Corporation**  By:  Name: