**EXHIBIT 4.3**
**PURCHASE AGREEMENT**
     This PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2002,is entered into by and between Digene Corporation, a Delaware corporation withoffices at 1201 Clopper Road, Gaithersburg, MD 20878 (the “Company”), and     (the “Purchaser”), for the purchase and sale ofshares of the common stock, par value $0.01 per share (the “Common Stock”), ofthe Company by the Purchaser, in the manner, and upon the terms, provisions andconditions set forth in this Agreement.
     WHEREAS, the parties desire that, upon the terms and subject to theconditions contained herein, the Company shall issue and sell to the Purchaserand Purchaser shall purchase shares of Common Stock; and
     WHEREAS, such purchase and sale will be made in reliance upon theprovisions of Section 4(2) of the United States Securities Act of 1933, asamended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”)promulgated under the Securities Act or upon such other exemption from theregistration requirements of the Securities Act as may be available withrespect to any or all of the purchases of Common Stock to be made hereunder.
     NOW, THEREFORE, in consideration of the representations, warranties andagreements contained herein and other good and valuable consideration, thereceipt and legal adequacy of which is hereby acknowledged by the parties, theCompany and the Purchaser hereby agree as follows:
     **1.     Purchase Price.**
             (a)     Upon the following terms and subject to the conditions containedherein, the Purchaser hereby agrees to purchase      shares of the Company’sCommon Stock (the “Shares”) at a per share price of $25.50 and for an aggregatepurchase price of      (the “Purchase Price”).
             (b)     The Company has authorized and has reserved and covenants to continueto reserve, free of preemptive rights and other similar contractual rights ofstockholders, a sufficient number of its authorized but unissued shares of itsCommon Stock, to effect the issuance of the Shares.
             (c)     The closing under this Agreement shall take place at the offices ofthe Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 LexingtonAvenue, New York, New York 10174 at 10:00 a.m. (eastern time) upon thesatisfaction of each of the conditions set forth in Section 5 hereof (the“Closing Date”).
 

 

     **2.     Representations, Warranties and Covenants of the Purchaser.**ThePurchaser represents and warrants to the Company, and covenants for the benefitof the Company, as follows:
             (a)     Each of this Agreement and the Registration Rights Agreement attachedhereto as Exhibit A (the “Registration Rights Agreement”) has been dulyauthorized, validly executed and delivered by the Purchaser and is a valid andbinding agreement and obligation of the Purchaser enforceable against thePurchaser in accordance with its terms, subject to limitations on enforcementby general principles of equity and by bankruptcy or other laws affecting theenforcement of creditors’ rights generally, and the Purchaser has full powerand authority to execute and deliver this Agreement and the other agreementsand documents contemplated hereby and to perform its obligations hereunder andthereunder.
             (b)     The Purchaser has received and carefully reviewed copies of the PublicDocuments (as hereinafter defined). The Purchaser understands that no Federal,state, local or foreign governmental body or regulatory authority has made anyfinding or determination relating to the fairness of an investment in any ofthe Shares and that no Federal, state, local or foreign governmental body orregulatory authority has recommended or endorsed, or will recommend or endorse,any investment in any of the Shares. The Purchaser, in making the decision topurchase the Shares, has relied upon independent investigation made by it andhas not relied on any information or representations made by third parties orby the Company or its officers, directors, employees, agents, accountants orattorneys. The Purchaser has been furnished with all materials relating to thebusiness, finances and operations of the Company and materials relating to theoffer and sale of the Shares which have been requested by the Purchaser. ThePurchaser has been afforded the opportunity to ask questions of the Company.
             (c)     The Purchaser understands that the Shares are being offered and soldto it in reliance on specific provisions of Federal and state securities lawsand that the Company is relying upon the truth and accuracy of therepresentations, warranties, agreements, acknowledgments and understandings ofthe Purchaser set forth herein for purposes of qualifying for exemptions fromregistration under the Securities Act, and applicable state securities laws.
             (d)     The Purchaser is, and at all times relevant to the offer to sell theShares was an “accredited investor” as defined under Rule 501 of Regulation Dpromulgated under the Securities Act.
             (e)     The Purchaser is and will be acquiring the Shares for such Purchaser’sown account, and not with a view to any resale or distribution of the Shares inwhole or in part, in violation of the Securities Act or any applicablesecurities laws.
             (f)     The offer and sale of the Shares is intended to be exempt fromregistration under the Securities Act, by virtue of Section 4(2) and RegulationD promulgated under the Securities Act. The Purchaser understands that theShares purchased hereunder have not been, and may never be, registered underthe Securities Act and that none of the Shares can be sold or transferredunless they are first registered under the Securities Act and such state andother securities laws as may be applicable or in the opinion of counsel for theCompany an exemption
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from registration under the Securities Act is available (and then theShares may be sold or transferred only in compliance with such exemption andall applicable state and other securities laws). The Purchaser will not sellany of the Shares in violation of this Section 2(f).
             (g)     The Purchaser (i) has such knowledge and experience in financial andbusiness matters as to be capable of evaluating the merits and risks of aninvestment in the Company; and (ii) recognizes that such Purchaser’s investmentin the Company involves a high degree of risk.
             (h)     The Purchaser is capable of evaluating the risks and merits of aninvestment in the Shares by virtue of its experience as an investor and itsknowledge, experience, and sophistication in financial and business matters andsuch Purchaser is capable of bearing the entire loss of its investment in theShares.
             (i)     The Purchaser is neither a registered broker-dealer nor an affiliateof a registered broker-dealer.
             (j)     The Purchaser has no agreement or arrangement with the Company or withany third party for the sale or disposition of the Common Stock to be purchasedpursuant to this Agreement.
             (k)     The Purchaser covenants with the Company as follows: the Purchaser’strading and distribution activities with respect to the Shares will be incompliance with all applicable state and federal securities laws, rules andregulations (including, without limitation, regulation M promulgated under theSecurities Act) and the rules and regulations of the Nasdaq National Market.Neither the Purchaser nor any of its affiliates (as that term is defined inRule 405 promulgated under the Securities Act) has taken, nor will any of themtake, directly or indirectly, any action designed to cause or that would resultin, or which constitutes or that might reasonably be expected to constitute,the stabilization or manipulation of the price of the Common Stock tofacilitate the purchase, sale or resale of the Common Stock or the Shares.
     **3.     Representations, Warranties and Covenants of the Company.**The Companyrepresents and warrants to the Purchaser, and covenants for the benefit of thePurchaser, as follows:
             (a)     The Company has been duly incorporated and is validly existing and ingood standing under the laws of the state of Delaware, with full corporatepower and authority to own, lease and operate its properties and to conduct itsbusiness as currently conducted, and is duly registered and qualified toconduct its business and is in good standing in each jurisdiction or placewhere the nature of its properties or the conduct of its business requires suchregistration or qualification, except where the failure to register or qualifywould not have a Material Adverse Effect. For purposes of this Agreement,“Material Adverse Effect” shall mean any effect on the business, prospects,operations, properties or financial condition of the Company that is materialand adverse to the Company and its subsidiaries, taken as a whole and/or anycondition, circumstance, or situation that would prohibit the Company fromentering into and performing any of its obligations under this Agreement in anymaterial respect.
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             (b)     The Company has furnished the Purchaser with copies of the Company’smost recent Annual Report on Form 10-K for fiscal year ended June 30, 2001 (the“Form 10-K”) filed with the Securities and Exchange Commission (the“Commission”) and its Form 10-Q for the quarterly period ended September 30,2001 (the “Form 10-Q”; collectively with the Form 10-K, the “PublicDocuments”). The Public Documents at the time of their filing did not includeany untrue statement of a material fact or omit to state any material factnecessary in order to make the statements contained therein, in light of thecircumstances under which they were made, not misleading. As used herein,“Commission Documents” means all reports, schedules, forms, statements andother documents filed by the Company with the Commission pursuant to thereporting requirements of the Exchange Act, including material filed pursuantto Section 13(a) or 15(d) of the Exchange Act.
             (c)     The Shares have been duly authorized by all necessary corporate actionand, when paid for by the Purchaser and issued in accordance with the termshereof, the Shares shall be validly issued, will be fully paid andnon-assessable.
             (d)     Each of this Agreement and the Registration Rights Agreement attachedhereto as Exhibit A (the “Registration Rights Agreement”) has been dulyauthorized, validly executed and delivered on behalf of the Company and is avalid and binding agreement and obligation of the Company enforceable againstthe Company in accordance with its terms, subject to limitations on enforcementby general principles of equity and by bankruptcy or other laws affecting theenforcement of creditors’ rights generally, and the and the Company has fullpower and authority to execute and deliver this Agreement and the otheragreements and documents contemplated hereby and to perform its obligationshereunder and thereunder.
             (e)     The execution and delivery of this Agreement and the RegistrationRights Agreement, the issuance of any of the Shares and the consummation of thetransactions contemplated by this Agreement and the Registration RightsAgreement by the Company, will not (i) conflict with or result in a breach ofor a default under any of the terms or provisions of, (A) the Company’scertificate of incorporation or by-laws, or (B) of any material provision ofany indenture, mortgage, deed of trust or other material agreement orinstrument to which the Company is a party or by which it or any of itsmaterial properties or assets is bound, (ii) result in a violation of anymaterial provision of any law, statute, rule, regulation, or any existingapplicable decree, judgment or order by any court, Federal or state regulatorybody, administrative agency, or other governmental body having jurisdictionover the Company, or any of its material properties or assets or (iii) resultin the creation or imposition of any material lien, charge or encumbrance uponany material property or assets of the Company or any of its subsidiariespursuant to the terms of any agreement or instrument to which any of them is aparty or by which any of them may be bound or to which any of their property orany of them is subject except in the case of clauses (i)(B) or (iii) for anysuch conflicts, breaches, or defaults or any liens, charges, or encumbranceswhich would not have a Material Adverse Effect.
             (f)     The sale and issuance of the Shares in accordance with the terms andon the basis of the representations and warranties set forth in this Agreementwill be exempt from the registration requirements of the Securities Act.
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             (g)     No consent, approval or authorization of or designation, declarationor filing with any governmental authority on the part of the Company isrequired in connection with the valid execution and delivery of this Agreementor the offer, sale or issuance of the Shares or the consummation of any othertransaction contemplated by this Agreement (other than any filings which may berequired to be made by the Company with the Commission, or Nasdaq or pursuantto any state or “blue sky” securities laws subsequent to the Closing, and, anyregistration statement which may be filed pursuant to the Registration RightsAgreement).
             (h)     There is no action, suit, claim or proceeding before or by any courtor governmental agency or body, domestic or foreign, now pending against oraffecting the Company, or any of its properties, which questions the validityof the Agreement, the Registration Rights Agreement or the transactionscontemplated hereby or thereby or any action taken or to be taken pursuanthereto or thereto. Except as described on Schedule 3(h) attached hereto, thereis no action, suit, claim or proceeding before or by any court or governmentalagency or body, domestic or foreign, now pending against or affecting theCompany, or any of its properties, which, if adversely determined, isreasonably likely to result in a Material Adverse Effect.
             (i)     Subsequent to the dates as of which information is given in the PublicDocuments, except as contemplated herein, the Company has not incurred anymaterial liabilities or material obligations, direct or contingent, or enteredinto any material transactions not in the ordinary course of business.
             (j)     The Company has sufficient title and ownership of or license rights toall trademarks, service marks, trade names, copyrights, patents, trade secretsand other proprietary rights (“Intellectual Property”) necessary for itsbusiness as now conducted and as proposed to be conducted as described in thePublic Documents or the Commission Documents except for any of the foregoing,the absence of which would not reasonably be likely to result in a MaterialAdverse Effect and, to its knowledge without any conflict with or infringementof the rights of others. Except as set forth in the Public Documents, theCommission Documents or Schedule 3(j) attached hereto, there are no materialoutstanding options, licenses or agreements of any kind relating to theIntellectual Property, nor is the Company bound by or party to any materialoptions, licenses or agreements of any kind with respect to the IntellectualProperty of any other person or entity.
             (k)     The Company has complied and will comply with all applicable federaland state securities laws in connection with the offer, issuance and sale ofthe Shares hereunder. Neither the Company nor anyone acting on its behalf,directly or indirectly, has or will sell, offer to sell or solicit offers tobuy any of the Shares, or similar securities to, or solicit offers with respectthereto from, or enter into any preliminary conversations or negotiationsrelating thereto with, any person, or has taken or will take any action so asto require that the issuance and sale of any of the Shares be registered underthe registration provisions of the Securities Act or any other applicablefederal and state securities laws. Neither the Company nor any of itsaffiliates, nor any person acting on its or their behalf, has engaged in anyform of general solicitation or
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general advertising (within the meaning of Regulation D under theSecurities Act) in connection with any of the Shares.
             (l)     Neither this Agreement or the Schedules hereto nor the RegistrationRights Agreement contain any untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements made herein ortherein, in the light of the circumstances under which they were made herein ortherein, not misleading.
             (m)     The authorized capital stock of the Company and the shares thereofissued and outstanding as of November 12, 2001 are set forth on Schedule 3(m)attached hereto. All of the outstanding shares of the Company’s Common Stockhave been duly and validly authorized, and are fully paid and non-assessable.Except as set forth in this Agreement, the Public Documents the CommissionDocuments or on Schedule 3(m) attached hereto, as of November 12, 2001, noshares of Common Stock are entitled to preemptive rights or registration rightsand there are no outstanding options, warrants, scrip, rights to subscribe to,call or commitments of any character whatsoever relating to, or securities orrights convertible into, any shares of capital stock of the Company.Furthermore, except as set forth in this Agreement, in the Public Documents,the Commission Documents or on Schedule 3(m) attached hereto as of the datehereof, there are no contracts, commitments, understandings, or arrangements bywhich the Company is or may become bound to issue additional shares of thecapital stock of the Company or options, securities or rights convertible intoshares of capital stock of the Company. Except as disclosed in the CommissionDocuments and except for customary transfer restrictions contained inagreements entered into by the Company in order to sell restricted securities,as of the date hereof, the Company is not a party to any agreement grantingregistration rights to any person with respect to any of its equity or debtsecurities. The Company is not a party to, and it has no knowledge of, anyagreement restricting the voting or transfer of any shares of the capital stockof the Company. The offer and sale of all capital stock, convertiblesecurities, rights, warrants, or options of the Company issued prior to theClosing complied with all applicable federal and state securities laws, and nostockholder has a right of rescission or damages with respect thereto which isreasonably likely to have a Material Adverse Effect. The Company has furnishedor made available to the Purchaser true and correct copies of the Company’sCertificate of Incorporation as in effect on the date hereof (the“Certificate”), and the Company’s Bylaws as in effect on the date hereof (the“Bylaws”).
             (n)     Prior to the effectiveness of the Registration Statement (as definedin the Registration Rights Agreement), the Company will use its best efforts tolist the Shares for trading on the Nasdaq National Market or any relevantmarket or system, if applicable, and will comply in all material respects withthe Company’s reporting, filing and other obligations under the bylaws or rulesof the NASDAQ National Market or any relevant market or system.
             (o)     Neither the Company nor the Purchaser may issue a press release orotherwise make a public statement or announcement with respect to thetransaction contemplated hereby prior to the Closing Date without the consentof the other party hereto, which consent shall not be unreasonably withheld,delayed or conditioned. When the Company is first required by law orregulations to issue a press release or otherwise make a public statement orannouncement with respect to this Agreement after the Closing Date, the Companyshall
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reasonably consult with the Purchaser on the form and substance of suchpress release or other disclosure.
             (p)     The Company may not enter into an agreement with a third partybetween the date hereof and before the effectiveness of the registrationstatement covering the Shares to be filed pursuant to the Registration RightsAgreement related to the issuance of its Common Stock or securities convertibleinto, exercisable for, or exchangeable for Common Stock for the purpose ofraising capital, except for the issuance of Common Stock of the Company to anentity which, at the time of such transaction, is or was a strategiccollaborator of, or strategic partner of the Company.
     **4.     Conditions Precedent to the Obligation of the Company to Sell theShares**: The obligation hereunder of the Company to issue and sell the Sharesto the Purchaser is subject to the satisfaction or waiver, at or before theClosing, of each of the conditions set forth below. These conditions are forthe Company’s sole benefit and may be waived by the Company at any time in itssole discretion.
             (a)     The Purchaser shall have executed and delivered this Agreement and theRegistration Rights Agreement.
             (b)     The Purchaser shall have performed, satisfied and complied in allmaterial respects with all covenants, agreements and conditions required bythis Agreement to be performed, satisfied or complied with by such Purchaser ator prior to the Closing Date.
             (c)     The representations and warranties of the Purchaser shall be true andcorrect in all material respects as of the date when made and as of the ClosingDate as though made at that time, except for representations and warrantiesthat are expressly made as of a particular date, which shall be true andcorrect in all material respects as of such date.
             (d)     At the Closing Date, upon receipt of the certificates evidencing theShares, the Purchaser shall have delivered to the Company immediately availablefunds as payment in full of the Purchase Price for the Shares.
             (e)     No action, suit, claim or proceeding before or by any court orgovernmental agency or body, domestic or foreign, is now pending against oraffecting the Company, or any of its properties, which questions the validityof the Agreement, the Registration Rights Agreement or the transactionscontemplated thereby or any action taken or to be taken pursuant thereto.
     **5.     Conditions Precedent to the Obligation of the Purchaser to purchase theShares:**The obligation hereunder of the Purchaser to acquire and pay for theShares is subject to the satisfaction or waiver, at or before the Closing, ofeach of the conditions set forth below. These conditions are for thePurchaser’s sole benefit and may be waived by the Purchaser at any time in itssole discretion.
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             (a)     The Company shall have executed and delivered this Agreement and theRegistration Rights Agreement.
             (b)     The Company shall have performed, satisfied and complied in allrespects with all covenants, agreements and conditions required by thisAgreement to be performed, satisfied or complied with by the Company at orprior to the Closing Date.
             (c)     Each of the representations and warranties of the Company hereundershall be true and correct in all material respects as of the date when made andas of the Closing Date as though made at that time (except for representationsand warranties that speak as of a particular date), which shall be true andcorrect in all material respects as of such date.
             (d)     No statute, regulation, executive order, decree, ruling or injunctionshall have been enacted, entered, promulgated or endorsed by any court orgovernmental authority of competent jurisdiction and shall be in effect whichprohibits the consummation of the transactions contemplated by this Agreement.
             (e)     No action, suit, claim or proceeding before or by any court orgovernmental agency or body, domestic or foreign, is now pending against oraffecting the Company, or any of its properties, which questions the validityof the Agreement, the Registration Rights Agreement or the transactionscontemplated thereby or any action taken or to be taken pursuant thereto. Noaction, suit, claim or proceeding before or by any court or governmental agencyor body, domestic or foreign, is now pending against or affecting the Company,or any of its properties, which, if adversely determined, is reasonably likelyto result in a Material Adverse Effect.
             (f)     No Material Adverse Effect shall have occurred at or before theClosing Date.
             (g)     Since the date hereof, trading in the Common Stock shall not have beensuspended by the Commission or the NASDAQ National Market or any alternatemarket (except for any suspension of trading of limited duration agreed to bythe Company, which suspension shall be terminated prior to the Closing Date).
             (h)     The Company shall have delivered certificates evidencing the Shares tothe Purchaser at or before the Closing Date.
             (i)     The Company shall have delivered to the Purchaser a secretary’scertificate, dated as of the Closing Date, as to (i) the resolutions of theboard of directors of the Company authorizing the transactions contemplated bythis Agreement, (ii) the Certificate, (iii) the Bylaws, each as in effect atthe Closing, and (iv) the authority and incumbency of the officers of theCompany executing this Agreement and the Registration Rights Agreement.
             (j)     The Purchaser shall have received a legal opinion insubstantially the form annexed hereto as Exhibit B as of the ClosingDate.
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     **6.     Legends.**Unless otherwise provided below, each certificaterepresenting the Shares shall be stamped or otherwise imprinted with a legendsubstantially in the following form (the “Legend”):
 **“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAYNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESSREGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLESTATE SECURITIES LAWS OR DIGENE CORPORATION (THE “COMPANY”)SHALL HAVE RECEIVED AN OPINION, IN FORM, SCOPE AND SUBSTANCEREASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL WHO ISREASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OFSUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THEPROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWSIS NOT REQUIRED.”** 
     **7.     Fees and Expenses.**Each of the Company and the Purchaser shall pay itsrespective fees and expenses related to the transactions contemplated by thisAgreement and the Registration Rights Agreement; except that the Company shallpay all reasonable fees and expenses, including attorneys’ fees, incurred bythe Purchaser in connection with the preparation, negotiation, execution anddelivery of this Agreement and the Registration Rights Agreement and the reviewof the Registration Statement and the Prospectus, including any amendments andsupplements thereto (as contemplated by the Registration Rights Agreement),which fees and expenses shall not exceed $30,000. The Company shall pay allstamp or other similar taxes and duties levied in connection with issuance ofthe Shares pursuant hereto to the Purchaser.
     **8.     Indemnification.**
             (a)     The Company hereby agrees to indemnify and hold harmless the Purchaserand its officers, directors, shareholders, employees, agents and attorneysagainst any and all losses, claims, damages, liabilities and reasonableexpenses incurred by each such person in connection with defending orinvestigating any such claims or liabilities, whether or not resulting in anyliability to such person, to which any such indemnified party may becomesubject, insofar as such losses, claims, demands, liabilities and expensesarise out of or are based upon any breach of any representation or warrantymade by the Company in this Agreement.
             (b)     The Purchaser hereby agrees to indemnify and hold harmless the Companyand its officers, directors, shareholders, employees, agents and attorneysagainst any and all losses, claims, damages, liabilities and expenses incurredby each such person in connection with defending or investigating any suchclaims or liabilities, whether or not resulting in any liability to suchperson, to which any such indemnified party may become subject under theSecurities Act, or under any other statute, at common law or otherwise, insofaras such
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losses, claims, demands, liabilities and expenses arise out of or arebased upon (i) any untrue statement or alleged untrue statement of a materialfact made by the Purchaser, (ii) any omission or alleged omission of a materialfact with respect to the Purchaser or (iii) any breach of any representation,warranty or agreement made by the Purchaser in this Agreement.
             (c)     If any claim is asserted against a party for which the party isentitled to indemnification under Section 8(a) or 8(b), the party (the“Claimant”) will promptly notify the party required to pay the indemnification(the “Indemnifying Party”) in writing of the assertion of the claim (but thefailure so to notify will not relieve the Indemnifying Party from any liabilitythe Indemnifying Party may have, except to the extent such failure materiallyprejudices the Indemnifying Party). Unless otherwise agreed to by the Claimantand the Indemnifying Party, the Indemnifying Party will assume and direct thedefense of such claim, including the employment of counsel, and all fees andexpenses incurred in connection with defending or settling the claim will beborne solely by the Indemnifying Party. The Indemnifying Party will notcompromise any claim, other that any compromise involving only the payment ofmonetary damages, without the prior written consent of the Claimant, whichconsent will not be unreasonably withheld, delayed or conditioned.Notwithstanding an election by the Indemnifying Party to assume the defense ofsuch claim, the Claimant will have the right to employ separate counsel and toparticipate in the defense of such claim, and the Indemnifying Party will bearthe reasonable fees and expenses of such separate counsel, if the IndemnifyingParty has been advised by counsel that the use of the same counsel to representthe Claimant and the Indemnifying Party would present such counsel with aconflict of interest. The Claimant will cooperate in all reasonable respectswith the Indemnifying Party and such attorneys in the investigation, trial anddefense of the claim and any appeal arising therefrom. All reasonable anddocumented costs and expenses incurred in connection with a Claimant’scooperation will be borne by the Indemnifying Party. In any event, theClaimant will have the right at its own expense to participate in the defenseof such claim. The party controlling the defense of any such claim willdeliver or cause to be delivered to the other party, upon the request of theother party, copies of all correspondence, pleadings, motions, briefs, appealsor other written statements relating to or submitted in connection with thedefense of any such claim, and timely notices of, and the right to participatein (as an observer), any hearing or other court proceeding relating to suchclaim.
     **9.     Governing Law; Consent to Jurisdiction.**This Agreement shall begoverned by and interpreted in accordance with the laws of the State of NewYork without giving effect to the rules governing the conflicts of laws. Eachof the parties consents to the exclusive jurisdiction of the Federal courtswhose districts encompass any part of the County of New York located in theCity of New York in connection with any dispute arising under this Agreementand hereby waives, to the maximum extent permitted by law, any objection,including any objection based on *forum non conveniens*, to the bringing of anysuch proceeding in such jurisdictions. Each party waives its right to a trialby jury. Each party to this Agreement irrevocably consents to the service ofprocess in any such proceeding by the mailing of copies thereof by registeredor certified mail, postage prepaid, to such party at its address set forth inSection 10 or its agent. Nothing herein shall affect the right of either partyto serve process in any other manner permitted by law.
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     **10.     Notices.**All notices and other communications provided for orpermitted hereunder shall be made in writing by hand delivery, expressovernight courier, registered first class mail, or telecopier, initially to theaddress set forth below, and thereafter at such other address, notice of whichis given in accordance with the provisions of this Section.   (a) 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 (b) if to the Purchaser:               Tel. No.:                                                          Fax No.:                                                           with a copy to:   Jenkens & Gilchrist Parker Chapin LLP  The Chrysler Building  405 Lexington Avenue  New York, New York 10174  Attention: Christopher S. Auguste  Tel. No.: (212) 704-6000  Fax No.: (212) 704-6288
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     All such notices and communications shall be deemed to have been dulygiven: when delivered by hand, if personally delivered; when receipt isacknowledged, if telecopied; or when actually received or refused if sent byother means.
     **11.     Entire Agreement.**This Agreement and the Registration RightsAgreement constitute the entire understanding and agreement of the parties withrespect to the subject matter hereof and supersedes all prior and/orcontemporaneous oral or written proposals or agreements relating thereto all ofwhich are merged herein. This Agreement may not be amended or any provisionhereof waived in whole or in part, except by a written amendment signed by bothof the parties.
     **12.     Counterparts.**This Agreement may be executed by facsimile signatureand in counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.
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     IN WITNESS WHEREOF, this Agreement was duly executed on the date firstwritten above.   **Digene Corporation**  By:  Name: