**EXHIBIT 4.2**
**STOCK PURCHASE AGREEMENT**
            THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th dayof January, 2002, by and between Digene Corporation, a Delaware corporation(“Digene”), and Abbott Laboratories, an Illinois corporation (“Abbott”).
**RECITALS**
            Digene and Abbott are parties to a Marketing and Distribution Agreementdated May 7, 1999 (the “Marketing and Distribution Agreement”), pursuant towhich Abbott markets and distributes certain diagnostic products manufacturedby Digene. All capitalized terms used in this Agreement without definitionshall have the meanings set forth in the Marketing and Distribution Agreement.
            Contemporaneously with the execution of this Agreement, Digene and Abbotthave entered into Amendment No. 1 to the Marketing and Distribution Agreementpursuant to which, among other things, Digene has agreed to purchase Abbott’sexclusive rights under the Marketing and Distribution Agreement to CT/GC in theCT/GC Territory (the “CT/GC Business”) and the Parties have agreed to terminatethe Term of the Marketing and Distribution Agreement with respect to CT/GC andthe CT/GC Business.
            As consideration for the CT/GC Business, Digene has agreed to issue sharesof Digene’s Common Stock, par value $.01 per share (“Common Stock”), to Abbottin a private placement in reliance upon the provisions of Section 4(2) of theSecurities Act of 1933, as amended (the “Securities Act”), and Rule 506 ofRegulation D promulgated under the Securities Act (“Regulation D”) or upon suchother exemption from the registration requirements of the Securities Act as maybe available with respect to the sale of common stock to be made hereunder.
**AGREEMENT**
            NOW, THEREFORE, in consideration of the covenants and obligationsexpressed herein, and other good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, the Parties, intending to be legallybound, agree as follows:
     1.    Purchase and Sale of Stock.
            1.1     Sale and Issuance of Common Stock. Subject to the terms andconditions of this Agreement, Digene hereby issues 87,873 shares (the “Shares”)of Common Stock to Abbott. The purchase price for such Shares is $28.45 pershare, or an aggregate of $2,499,986.85, and is paid as consideration in fullfor Digene’s purchase of the CT/GC Business (the “Purchase Price”).
            1.2     Closing. The closing for the purchase and sale of the Shares (the“Closing”) shall take place at the offices of Digene, 1201 Clopper Road,Gaithersburg, MD 20878, 12:00 noon Maryland time, on January 28, 2002, or ifDigene and Abbott mutually agree on a different date or place, the date orplace upon which they have mutually agreed (the
 

 

“Closing Date”). At the Closing, Digene shall deliver a certificateregistered in the name of Abbott representing the Shares.
          In the event that prior to the Closing, Digene is succeeded by anothercompany or entity in a reorganization, merger, consolidation, acquisition ofproperty or stock, separation or liquidation, the successor company shallassume the obligation to issue the Shares to be sold pursuant to this Agreementor shall substitute new shares of voting securities for them, which shallprovide that Abbott, at the same Purchase Price shall be entitled to receivesuch voting securities as the Board of Directors (or equivalent governing body)of the succeeding, resulting or other company shall determine to be equivalent,as nearly as practicable, to the nearest whole number and class of shares orother voting securities to which Abbott would have been entitled under theterms of the agreement governing the reorganization, merger, consolidation,acquisition of property or stock, separation or liquidation if, immediatelyprior to such event, Abbott had been the holder of the Shares.
     2.    Representations, Warranties and Covenants of Digene. Digene herebyrepresents warrants and covenants to Abbott that:
            2.1     Corporate Status. Digene is a corporation duly incorporated and ingood standing under the laws of the State of Delaware with all requisitecorporate power and authority under its Amended and Restated Certificate ofIncorporation (the “Certificate”), and Bylaws, as amended, to own and operateits properties and assets and to carry on its business as now conducted.Digene is duly qualified to transact business and is in good standing in eachjurisdiction in which the failure to qualify would have a material adverseeffect on its business, properties or financial condition.
            2.2     Authorization and Due Execution and Delivery. Digene has allrequisite corporate power and authority to execute, deliver and perform thisAgreement and all of its obligations hereunder. The execution, delivery andperformance by Digene of this Agreement and the issuance and delivery of theShares have been duly authorized by all requisite corporate action on the partof Digene. This Agreement has been duly authorized, executed and delivered byDigene. This Agreement constitutes a valid and legally binding obligation ofDigene, enforceable against Digene in accordance with its terms.
            2.3     Valid Issuance. The Shares, when issued, sold, delivered and paid forin accordance with the terms hereof, will be duly and validly issued, fullypaid and nonassessable.
            2.4     Government Consents.
                      (a)      Except for any applicable U.S. federal or state securities laws, noconsent, approval, order or authorization of, or registration, qualification,designation, declaration or filing with, any federal, state or localgovernmental authority is required on the part of Digene, nor is any waiver,consent or approval of any Third Party required to be obtained by Digene, inconnection with Digene’s valid execution, delivery or performance of thisAgreement or the issuance and sale of the Shares by Digene hereunder.
                      (b)      Digene shall make any and all filings required to be made underapplicable U.S. federal and state securities laws in connection with thetransactions contemplated
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by this Agreement, within the applicable stipulated statutory periodbefore or after the sale of the Shares hereunder, and shall have obtained suchconsents or approvals to issue the Shares as may be required pursuant to suchlaws.
            2.5      Litigation. As of the date of this Agreement, there is no action,suit, proceeding or investigation pending or currently threatened againstDigene which questions the validity of this Agreement or the right of Digene toenter into it or to consummate the transactions contemplated hereby. Except asdisclosed in the SEC Filings (as defined in Section 2.7), as of the date ofthis Agreement there is no action, suit, proceeding or investigation pending orcurrently threatened which, singly or in the aggregate, if the subject of anunfavorable decision, ruling or finding, would materially adversely affect thebusiness, properties, operations, financial condition, income or, to the bestof Digene’s knowledge, business prospects of Digene and its Subsidiaries (asdefined in Section 2.9), taken as a whole, as presently being conducted.
            2.6      Compliance with Other Instruments. The execution, delivery andperformance of this Agreement by Digene and the consummation by Digene of thetransaction contemplated hereby will not (a) conflict with or constitute orresult in a breach or a violation of any of the terms, conditions or provisionsof, or constitute (with due notice or lapse of time of both) a default under,its Certificate or Bylaws, or of any agreement, indenture, mortgage, deed oftrust, lease or other instrument or agreement by which Digene is bound or towhich Digene or any of its assets or properties is subject or (b) result in aviolation of any decree or order of any court or other agency of government, orany law, statute or regulation, binding upon or applicable to Digene, or (c)result in the creation or imposition of any lien, security interest, charge orencumbrance upon any property, assets or capital stock of Digene. No ThirdParty has any pre-emptive rights, or rights of first refusal or firstopportunity or similar rights to purchase, or to offer to purchase, all or anypart of the Shares.
            2.7      Disclosure. Digene has made available to Abbott (a) Digene’s AnnualReport on Form 10-K for the fiscal year ended June 30, 2001 (the “2001 AnnualReport”), as filed with the Securities and Exchange Commission (the “SEC”)pursuant to the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); (b) Digene’s Proxy Statement for its 2001 Annual Meeting ofStockholders; (c) Digene’s Quarterly Report on Form 10-Q for the fiscal quarterended September 30, 2001 (the “Quarterly Report”), as filed with the SECpursuant to the Exchange Act, (d) Digene’s Registration Statement on Form S-8filed on September 26, 2001, (e) Digene’s Registration Statement on Form S-8filed on December 10, 2001 and (f) all other reports as filed by Digene withthe SEC since June 30, 2001 (the documents referred to in clauses (a)-(f) abovebeing referred to hereinafter, collectively, as the “SEC Filings”). As oftheir respective dates, the SEC Filings (including all documents incorporatedby reference therein) do not contain any untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading, except, in the case of any SEC Filing, any statementor omission therein which has been corrected or otherwise disclosed or updatedin a subsequent SEC Filing. Since June 30, 2001, Digene has timely filed withthe SEC all reports, documents, definitive proxy statements and all otherfilings required to be filed with the SEC under the rules and regulations ofthe SEC, and all such reports, documents, definitive proxy statements and otherfilings complied in all material respects with all applicable requirements ofthe Exchange Act. The audited consolidated financial statements of Digene
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included or incorporated by reference in the 2001 Annual Report and theunaudited consolidated financial statements contained in the Quarterly Reporthave been prepared in accordance with United States generally acceptedaccounting principles applied on a consistent basis throughout the periodsindicated (“GAAP”) and with each other, except as may be indicated therein orin the notes thereto and except that the unaudited financial statements may notcontain all footnotes and adjustments required by GAAP, and fairly andaccurately present the financial position of Digene and its consolidatedSubsidiaries as at the dates thereof and the results of their operations andstatements of cash flows for the periods then ended, subject, in the case ofthe unaudited interim consolidated financial statements, to normal year-endadjustments, and recognizing that the results of operations for interim periodsare not necessarily indicative of Digene’s operations for any other interimperiod or full fiscal year.
            2.8     Changes. Between September 30, 2001 and the date of this Agreement,except as disclosed in the SEC Filings, there has not been:
                      (a)     any change in the assets, liabilities, financial condition, operatingresults or, to the best of Digene’s knowledge, the financial prospects ofDigene and its Subsidiaries taken as a whole from that reflected in theQuarterly Report, except recurring operating losses and other changes in theordinary course of business that have not been, in the aggregate, materiallyadverse;
                      (b)     any damage, destruction or loss, whether or not covered by insurance,materially and adversely affecting the business, properties or financialcondition of Digene and its Subsidiaries taken as a whole (and except thatDigene expects to continue to incur substantial operating losses, which may bematerial);
                      (c)     any waiver or compromise by Digene of a material right or of amaterial debt owed to it;
                      (d)     any satisfaction or discharge of any lien, claim or encumbrance orpayment of any obligation by Digene, except in the ordinary course of businessand which is not material to the business, properties or financial condition ofDigene and its Subsidiaries taken as a whole (as such business is presentlyconducted);
                      (e)     any change to a material contract or arrangement by which Digene orany of its assets is bound or subject, or any breach or waiver of any breach ofor under any such contract or amendment (or the occurrence of any event whichwould, as result of the passage of time, become or result in such a breach orwaiver);
                      (f)     any sale, assignment or transfer to a Third Party that is not anAffiliate of any material patents, trademarks, copyrights, trade secrets orother intangible assets for compensation which is less than fair value;
                      (g)     any mortgage, pledge, transfer of a security interest in, or lien,created by Digene, with respect to any of its material properties or assets,except liens for taxes not yet due or payable;
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                      (h)     any declaration, setting aside or payment or other distribution inrespect of any of Digene’s outstanding capital stock;
                      (i)     received by or on behalf of Digene any notice from the United StatesFood and Drug Administration, the United States or any foreign Patent Office,or any governmental agency or Third Party of any claim or adverse occurrencerelated to any product in development, patent or trademark of Digene except fornormal prosecution of patents and trademarks; any negative result of anyclinical trials conducted or being conducted by or on behalf of Digene; or thenotice of cancellation, termination or material reduction in funding of anyclient project or program; or
                      (j)     any event or condition of any type that has (or will as a result ofthe passage of time) materially and adversely affected (or affect) thebusiness, properties or financial condition or, to the best of Digene’sknowledge, the business prospects of Digene and its Subsidiaries taken as awhole.
            2.9     Subsidiaries. Digene Europe, Inc. (“Digene Europe”), a wholly ownedsubsidiary of Digene, has been duly incorporated and is validly existing as acorporation in good standing under the laws of the State of Delaware; DigeneB.V. and Viropath B.V., each a wholly owned subsidiary of Digene, are each alimited liability company with limited liability registered at Amsterdam, TheNetherlands and has been duly organized and is validly existing and in goodstanding under the laws of The Netherlands. Digene do Brasil Ltda. (“DigeneBrasil”), a majority owned subsidiary of Digene, is a limited liabilitycompany, has been duly organized and is validly existing under the laws ofBrazil. Digene Europe, Digene Brasil, Digene B.V. and Viropath B.V. arecollectively the “Subsidiaries.” Except for the Subsidiaries, Digene does nothave any subsidiaries.
             2.10   Sales of Securities; Exemption. Subject to the continuing truth andaccuracy of the representations and warranties of Abbott set forth in thisAgreement, the offer, sale, and issuance of the Shares by Digene to Abbott ascontemplated by this Agreement are exempt from the registration requirements ofthe Securities Act and applicable state securities laws, subject to certainpost-closing filings or registrations required by the blue-sky laws of certainstates, which filings Digene will make after the Closing in accordance with theblue-sky laws of those states, and neither Digene nor anyone acting on itsbehalf will take any action hereafter that would cause the loss of suchexemptions.
             2.11   No Brokers or Finders. Neither Digene nor any of its officers,employees or representatives has occurred any liability or obligation,contingent or otherwise, for brokerage or finders’ fees or agents’ commissionsor other similar payments with respect to the transaction contemplated by thisAgreement.
             2.12   Disclosure. This Agreement, the SEC Filings and all otheragreements, documents, certificates and written statements furnished to Abbottor its counsel by or on behalf of Digene in connection with the transactioncontemplated hereby, when taken as a whole, do not contain any untrue statementof a material fact; fairly represent the business, properties, assets andcondition, financial and otherwise, of Digene and its Subsidiaries; and do notfail to state any material fact necessary in order to make the statementscontained herein or therein not
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misleading. There is no information or fact known to Digene which has notbeen disclosed to Abbott, which a prudent investor would consider material toan assessment of the business, properties, assets, condition or prospects,financial or otherwise, of Digene and its Subsidiaries.
     3.     Representations, Warranties and Covenants of Abbott. Abbott herebyrepresents and warrants to Digene that:
             3.1     Corporate Status. Abbott Laboratories is a corporation dulyincorporated and in good standing under the laws of the State of Illinois.
             3.2     Authorization. Abbott has the requisite corporate power and authorityto execute, deliver and perform this Agreement and all of its obligationshereunder. The execution, delivery and performance by Abbott of this Agreementhave been duly authorized by all requisite corporate action on the part ofAbbott. This Agreement has been duly authorized, executed and delivered byAbbott. This Agreement constitutes a valid and legally binding obligation ofAbbott, enforceable against Abbott in accordance with its terms.
             3.3     Government Consents. No consent, approval, order or authorization of,or registration, qualification, designation, declaration or filing with, anyfederal, state or local governmental authority is required on the part ofAbbott, nor is any waiver, consent or approval of any Third Party required tobe obtained by Abbott, in connection with Abbott’s valid execution, delivery orperformance of this Agreement or the purchase of the Shares by Abbotthereunder.
             3.4     Compliance with Other Instruments. The execution, delivery andperformance of this Agreement by Abbott and the consummation by Abbott of thetransactions contemplated hereby will not (a) conflict with or constitute orresult in a breach or a violation of any of the terms, conditions or provisionsof, or constitute (with due notice or lapse of time of both) a default under,its articles of incorporation or bylaws, or of any agreement, indenture,mortgage, deed of trust, lease or other instrument or agreement by which Abbottis bound or to which Abbott or any of its assets or properties is subject or(b) result in a violation of any decree or order of any court or other agencyof government, or any law, statute or regulation, binding upon or applicable toAbbott, or (c) result in the creation or imposition of any lien, securityinterest, charge or encumbrance upon any property, assets or capital stock ofAbbott.
             3.5     Purchase Entirely for Own Account. The Shares will be acquired forAbbott’s own account, not as a nominee or agent, and not with a view to theresale or distribution of any part thereof, and Abbott has no present intentionof selling, granting any participation in, or otherwise distributing the sameand will not effect any such transaction except in compliance with theregistration requirements of the Securities Act or pursuant to an exemptiontherefrom. Abbott does not have any contract, undertaking, agreement orarrangement with any person to sell, transfer or grant participations to suchperson or to any third person, with respect to any of the Shares.
             3.6     Investment Experience. Abbott acknowledges that it can bear theeconomic risk of its investment and has such knowledge and experience infinancial or business matters that it is capable of evaluating the merits andrisks of the investment in the Shares and is
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able financially to bear the risk of loss of such investment. Abbott alsorepresents it is an “accredited investor” as that term is defined in RegulationD.
             3.7     Information About Digene. Abbott acknowledges receipt from Digene ofall of the information concerning Digene which Abbott has requested concerningmatters which Abbott considers to be material in making the investment decisionregarding the purchase of the Shares. Abbott has had full access to the booksand records of Digene and to its officers, directors and accountants for thepurpose of obtaining and verifying such information. Abbott has had a full andfair opportunity to meet with, and has in fact met with, officers, directorsand other representatives of Digene and to ask questions and receive answersregarding the business of Digene and its financial condition and historicalresults, history, status and prospects, risk factors, contingencies anduncertainties and any other matters of concern to Abbott about Digene as Abbotthas felt necessary or appropriate to assist in an evaluation of the merits andrisks of investing in the Shares.
             3.8     Restricted Securities. Abbott understands that the Shares have notbeen registered under the Securities Act and therefore are “restrictedsecurities” under the federal securities laws and that under such laws andapplicable regulations, such Shares may be resold without registration underthe Securities Act only in certain limited circumstances. In this connection,Abbott represents that it is familiar with SEC Rule 144 promulgated under theSecurities Act (“Rule 144”), as presently in effect, and understands the resalelimitations imposed thereby and by the Securities Act.
             3.9     Limitations on Disposition. Prior to the effectiveness of theRegistration Statements (as defined in Section 4.2), Abbott shall not make anydirect or indirect disposition of all or any portion of the Shares unless anduntil Abbott shall have furnished Digene with an opinion of counsel, reasonablysatisfactory to Digene, that such disposition will not require registration ofthe Shares under the Securities Act because such disposition is made inaccordance with Rule 144 or otherwise.
             3.10   Legend. It is understood that the certificates evidencing the Sharesmay bear the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATEHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATEDUNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISEDISTRIBUTED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THESECURITIES UNDER THE ACT; (II) IN COMPLIANCE WITH RULE 144; OR (III) AFTERRECEIPT OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGENE THAT SUCHREGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER ORDISTRIBUTION.”
Upon request of a holder of any of the Shares, Digene shall remove any suchlegend from the certificates evidencing such Shares or issue to such holder newcertificates therefor free of such legend if, with such request, Digene shallhave received an opinion of the holder’s counsel, which opinion is reasonablysatisfactory to Digene and Digene’s counsel, to the effect that any transfer bysuch holder of such Shares may be effected without registration under theSecurities
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Act or applicable state securities laws and that the legend may be removed fromthe certificates evidencing such Shares.
             3.11   No Brokers or Finders. Neither Abbott nor any of its officers,employees or representatives has incurred any liability or obligation,contingent or otherwise, for brokerage or finders’ fees or agents’ commissionsor other similar payments with respect to the transaction contemplated by thisAgreement.
     4.     Registration Rights.
             4.1     Definitions. For purposes of this Article 4:
                      (a)     The terms “register,” “registered,” and “registration” refer to aregistration effected by preparing and filing a registration statement orsimilar document in compliance with the Securities Act, and the declaration orordering of effectiveness of such registration statement or document; and
                      (b)     The term “Registrable Securities” means (i) any shares of Digene’sCommon Stock issued to Abbott under this Agreement and (ii) any shares ofDigene’s Common Stock issued as (or issuable upon the conversion or exercise ofany warrant, right or other security which is issued as) a dividend or otherdistribution with respect to, or in exchange for or in replacement of, theshares described in Section 4.1(b)(i), excluding in all cases, however, anyRegistrable Securities sold by Abbott. As to any particular RegistrableSecurities, once issued such securities shall cease to be RegistrableSecurities when (A) a registration statement with respect to the sale of suchsecurities shall have become effective under the Securities Act and suchsecurities shall have been disposed of in accordance with such registrationstatement, (B) such securities shall have been distributed pursuant to Rule144, (C) such securities are permitted to be sold under Rule 144(k) withoutregistration, or (D) such securities shall have ceased to be outstanding.
             4.2     Registration. Within ninety (90) calendar days after the ClosingDate, Digene shall prepare and file a resale registration statement on Form S-3(or, if Form S-3 is not then available, on such form of registration statementas is then available to effect a registration of the Registrable Securitiesunder Rule 415 of the Securities Act with the SEC permitting the resale of theRegistrable Securities in accordance with the intended methods thereof asspecified in such registration statement) (the “Registration Statement”). TheRegistration Statement shall be filed with the SEC not later than ninety (90)calendar days after the Closing Date. Digene shall be required to file onlyone Registration Statement.
             4.3     Obligations of Digene. Digene shall, as expeditiously as reasonablypossible with respect to the registration of the Registrable Securities:
                      (a)     Use reasonable best efforts to cause such Registration Statement to bedeclared effective by the SEC as soon as practicable after the filing of theRegistration Statement and to keep the Registration Statement effective untilsuch time as the Registrable Securities (i) shall have been distributedpursuant to Rule 144, (ii) are permitted to be sold under Rule 144(k) withoutregistration, or (iii) shall have ceased to be outstanding. As far in advanceas practical before filing such Registration Statement or any supplement oramendment thereto
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(excluding any document incorporated therein by reference) Digene willfurnish to Abbott and its counsel copies of reasonably complete drafts of suchRegistration Statement, supplement or amendment proposed to be filed, andAbbott and its counsel shall have the opportunity to comment on any informationthat is contained therein or omitted therefrom and Digene will make the changesreasonably requested by Abbott and its counsel with respect to such informationprior to filing any such Registration Statement, supplement or amendment.
                      (b)     Prepare and file with the SEC such amendments and supplements to theRegistration Statement and the prospectus used in connection with theRegistration Statement as may be necessary to comply with the provisions of theSecurities Act with respect to the disposition of the Registrable Securities,including at Abbott’s request, any amendments or supplements necessary toreflect any information regarding Abbott or its plan of distribution, until theearlier of (i) such time as the Shares cease to be Registrable Securities.
                      (c)     Furnish to Abbott such numbers of copies of a prospectus, including apreliminary prospectus, as then amended or supplemented, in conformity with therequirements of the Securities Act, and such other documents as it mayreasonably request in order to facilitate the disposition of the RegistrableSecurities.
                      (d)     Use its reasonable best efforts to register and qualify the securitiescovered by the Registration under such other securities or blue sky laws ofsuch jurisdictions as shall be reasonably requested by Abbott, provided thatDigene shall not be required in connection therewith or as a condition theretoto qualify to do business or to file a general consent to service of process inany such states or jurisdictions.
                      (e)     Notify Abbott, at any time when a prospectus relating thereto isrequired to be delivered under the Securities Act, of the happening of anyevent as a result of which the prospectus included in such RegistrationStatement, as then in effect, includes an untrue statement of a material factor omits to state a material fact required to be stated therein or necessary tomake the statements therein not misleading in the light of the circumstancesthen existing, and, at the request of Abbott, as promptly as practicableprepare and furnish Abbott a reasonable number of copies of a prospectusincluded in an effective post-effective amendment or a prospectus supplementcorrecting such misstatement or omission.
             4.4     Obligations of Abbott. It shall be a condition precedent to theobligations of Digene to take any action pursuant to this Article 4 that Abbottmeet the following conditions:
                      (a)     Abbott shall furnish such information regarding itself, theRegistrable Securities held by it, and the intended method of disposition ofsuch securities as shall be required by applicable federal or state securitieslaws to effect the registration of the Registrable Securities under theSecurities Act.
                      (b)     All information specifically with respect to Abbott furnished toDigene by or on behalf of Abbott for use in connection with the preparation ofthe Registration Statement relating to such Registrable Securities shall betrue and correct in all material respects and shall not omit any material factnecessary to make such information, in light of the circumstances under whichit was made, not misleading.
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                      (c)     Abbott shall distribute in connection with the offering and sale ofthe Registrable Securities the prospectus or other offering material permittedby the Securities Act and prepared by Digene, and only such materials.
                      (d)     Abbott will comply with the provisions of the Securities Act,including the prospectus delivery requirements, and the Exchange Act and theregulations under each such act in connection with the offering and sale of theRegistrable Securities.
                      (e)     To assist Digene in qualifying the Registrable Securities for saleunder applicable state securities laws, Abbott will advise Digene of eachjurisdiction in which it intends to offer or sell any or all RegistrableSecurities, and will agree not to offer or sell any Registrable Securities inany jurisdiction where the Registrable Securities are not registered or exemptfrom registration.
                      (f)     Abbott will inform Digene in writing of any and all sales, or othertransfers or dispositions, of any Registrable Securities within fifteen (15)calendar days following each such disposition.
             4.5     Expenses of Registration. Digene shall bear all of the expenses thatit incurs in connection with its performance of or compliance with this Article4, including preparing and filing the Registration Statement and any amendmentor supplement thereof. Abbott shall bear all of the following expenses: (a)all of the expenses that it incurs in connection with the delivery ofinformation for inclusion in the Registration Statement and any amendment orsupplement thereof and its performance of the activities contemplated by thisArticle 4; (b) brokers’ fees or underwriters’ discounts and commissions andtransfer taxes, if any, in respect of Registrable Securities agreed to inwriting by Abbott; (c) all out-of-pocket expenses of Abbott’s brokers, dealersor underwriters; and (d) all fees and disbursements of counsel and publicaccountants for Abbott or any such brokers, dealers or underwriters.
             4.6     Digene Suspension. Upon the giving by Digene of written notice toAbbott that in the good faith judgment of Digene (a) the filing or making ofoffers and sales pursuant to the Registration Statement would require thepublic disclosure of material information, the disclosure of which would nototherwise be required at that time under the Nasdaq Stock Market rules orfederal securities laws, and (b) disclosure thereof would have a materialadverse effect on Digene, Digene shall have the right to suspend such sales orpostpone such filing; provided, however, that promptly following disclosure ofsuch information or withdrawal or abandonment of the transaction requiringsuspension or postponement, Digene will make such filing or take such steps asare necessary to permit such offers and sales, as the case may be, of theRegistrable Securities pursuant to the Registration Statement. Any suspensionunder this Section 4.6 will extend, for an amount of time equal to suchsuspension, the termination date of any registration rights, or obligations tokeep a registration effective, otherwise provided for in this Agreement.
             4.7     Indemnification.
                      (a)     Indemnification by Digene. Digene shall, notwithstanding anytermination of this Agreement, indemnify and hold harmless Abbott, itspermitted assignees,
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officers, directors, agents, investment advisors and employees, eachperson who controls Abbott or permitted assignee (within the meaning of Section15 of the Securities Act or Section 20 of the Exchange Act) and the officers,directors, agents and employees of each such controlling person, and therespective successors, permitted assigns, estate and personal representativesof each of the foregoing (the “Indemnified Abbott Parties”), 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 expenses) (collectively, “Losses”),arising out of or relating to any untrue or alleged untrue statement of amaterial fact contained in the Registration Statement, the final prospectus, assupplemented or amended, if applicable, or arising out of or relating to anyomission or alleged omission of a material fact required to be stated thereinor necessary to make the statements therein (in the case of any prospectus orany amendment or supplement thereto, in the light of the circumstances underwhich they were made) not misleading, except to the extent, but only to theextent, that such untrue statements or omissions are based solely uponinformation regarding Abbott furnished in writing to Digene by Abbott, directlyor indirectly, expressly for use in the Registration Statement, such prospectusor in any amendment or supplement thereto or as a result of the failure ofAbbott to deliver a prospectus, as amended or supplemented, to a purchaser inconnection with an offer or sale of Registrable Securities.
                      (b)     Indemnification by Abbott. Abbott and its permitted assignees shall,severally and not jointly, indemnify and hold harmless Digene, itsSubsidiaries, the directors, officers, agents and employees of Digene and itsSubsidiaries, each person who controls Digene (within the meaning of Section 15of the Securities Act and Section 20 of the Exchange Act), and the directors,officers, agents or employees of such controlling persons, and the respectivesuccessors, permitted assigns, estate and personal representatives of each ofthe foregoing (the “Digene Indemnified Parties”), 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, or any prospectus, or arising solelyout of or based solely upon any omission of a material fact required to bestated therein or necessary to make the statements therein (in the case of anyprospectus or amendment or supplement thereto, in the light of thecircumstances under which they were made) not misleading, to the extent, butonly to the extent, that such untrue statement or omission is contained in oromitted from any information so furnished in writing by Abbott to Digenespecifically for inclusion in the Registration Statement or such prospectus oramendment or supplement thereto, and that such information was reasonablyrelied upon by Digene for use in the Registration Statement, such prospectus oramendment or supplement thereto or to the extent that such information relatesto Abbott or Abbott’s proposed method of distribution of RegistrableSecurities. Notwithstanding anything to the contrary contained herein, Abbottshall be liable under this Section 4.7(b) for only that amount as does notexceed the net proceeds to Abbott as a result of the sale of RegistrableSecurities pursuant to such Registration Statement.
                      (c)     Conduct of Indemnification Proceedings. If any action, claim,governmental investigation or other proceeding (each, a “Proceeding”) shall bebrought or asserted against any Abbott Indemnified Party or Digene IndemnifiedParty entitled to indemnity hereunder (an “Indemnified Party”), suchIndemnified Party promptly shall notify the Party to this Agreement from whomindemnity is sought (the “Indemnifying Party”) in writing, and the
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Indemnifying Party shall assume the defense thereof, including theemployment of counsel reasonably satisfactory to the Indemnified Party and thepayment of all fees and expenses incurred in connection with defense thereof;provided, that the failure of any Indemnified Party to give such notice shallnot relieve the Indemnifying Party of its obligations or liabilities pursuantto this Agreement, except (and only) to the extent that it shall be finallydetermined by a court of competent jurisdiction (which determination is notsubject to appeal or further review) that such failure shall have materiallyand adversely prejudiced the Indemnifying 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: (i) the Indemnifying Party has agreed in writing to pay suchfees and expenses; or (ii) the named Parties to any such Proceeding (includingany impleaded Parties) include both such Indemnified Party and the IndemnifyingParty, and such Indemnified Party shall have been advised by counsel that aconflict of interest is likely to exist if the same counsel were to representsuch Indemnified Party and the Indemnifying Party or that there may be legaldefenses available to such Indemnified Party that are different from or inaddition to those available to the Indemnifying Party (in which case theIndemnifying Party shall not have the right to assume the defense of suchaction on behalf of such Indemnified Party, the Indemnifying Party shall beentitled to employ separate counsel, reasonably acceptable to the IndemnifyingParty, and the Indemnifying Party shall be liable, in such action orsubstantially similar but related actions, for the fees and expenses of oneseparate firm of attorneys (in addition to any local counsel) for theIndemnified Party). The Indemnifying Party shall not be liable for anysettlement of any such Proceeding effected without its written consent, whichconsent shall not be unreasonably withheld. No Indemnifying Party shall,without the prior written consent of the Indemnified Party, effect anysettlement of any pending Proceeding in respect of which any Indemnified Partyis a Party, unless such settlement includes an unconditional release of suchIndemnified Party from all liability on claims that are the subject matter ofsuch Proceeding.
                      (d)     Survival. The obligations of Digene and Abbott under this Section 4.7shall survive the completion of any offering of Registrable Securities in aRegistration Statement under this Article 4.
             4.8     Amendment of Registration Rights. Any provision of this Article 4 maybe amended or the observance thereof may be waived (either generally or in aparticular instance and either retroactively or prospectively) only with thewritten consent of Digene and Abbott. Any amendment or waiver effected inaccordance with this Section 4.8 shall be binding upon each holder of anyRegistrable Securities, each future holder of Registrable Securities, Abbottand Digene. Nothing herein shall prevent a holder of Registrable Securitiesfrom waiving its individual rights.
     5.     Miscellaneous.
             5.1     Survival. The representations, warranties and covenants of Digene andAbbott contained in or made pursuant to this Agreement shall survive theClosing, and shall in no way be affected by any investigation of the subjectmatter thereof made by or on behalf of Abbott or Digene.
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             5.2     Successors and Assigns. Neither Party may assign its rights orobligations under this Agreement without the prior written consent of the otherParty, which consent shall not be unreasonably withheld or delayed; provided,however, that either Party may, without such consent, assign any or all of itsrights, interests or obligations hereunder to any successor to the assignor ina merger or consolidation or any other purchase of substantially all of theassets of the assignor. Any permitted assignee shall assume all obligations ofits assignor under this Agreement. No assignment shall relieve any Party ofresponsibility for the performance of any obligation which such Party may haveor incur hereunder.
             5.3     Governing Law. The validity, construction and performance of thisAgreement shall be governed by and construed in accordance with the laws of theState of Delaware, without giving effect to its principles of conflicts oflaws.
             5.4     Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original as against any Party whose signature appearsthereon, and all of which together shall constitute one and the sameinstrument.
             5.5     Headings. The headings in this Agreement are solely for convenienceor reference and shall be given no effect in construction or interpretation ofthis Agreement.
             5.6     Notices. All notices hereunder shall be in writing and shall be: (a)delivered personally; (b) mailed by registered or certified mail; postageprepaid; (c) sent by overnight courier; or (d) sent by facsimile or expressmail to the following addresses of the respective Parties:     If to Abbott: Abbott Laboratories   Director, Acquisitions and Technology Assessment   D-9RK, Building AP6C   100 Abbott Park Road   Abbott Park, Illinois 60064-6094   Facsimile Number: (847) 937-6951  with copy to: Divisional Vice President   Domestic Legal Operations   D-322, Building AP6D   100 Abbott Park Road   Abbott Park, Illinois 60064-6049   Facsimile Number: (847) 938-1206  If to Digene: Digene Corporation   Chief Executive Officer   1201 Clopper Road   Gaithersburg, Maryland 20878   Facsimile Number: (301) 944-7017
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     with copy to: Morris Cheston, Jr., Esq.   Ballard Spahr Andrews & Ingersoll, LLP   1735 Market Street, 51st Floor   Philadelphia, PA 19103-7599   Facsimile Number: (215) 864-8999
Notice shall be effective: (a) upon receipt if personally delivered; (b) onthe third business day following the date of mailing if sent by registered orcertified mail; (c) on the second business day following the date of deliveryto the express mail service if sent by express mail; and (d) on the firstbusiness day following the date of transmission or delivery to the overnightcourier if sent by facsimile or overnight courier. A Party may change itsaddress listed above by sending notice to the other Party.
             5.7     Expenses. Except as otherwise provided herein, each Party shall payall costs and expenses that it incurs with respect to the negotiation,execution, delivery and performance of this Agreement.
             5.8     Publicity. Neither Party, nor any of their respective Affiliates,shall issue or cause the publication of any press release or other publicannouncement with respect to this Agreement or any of the other transactionscontemplated hereby without the prior consultation of the other Party, exceptas may be required by law or by any listing agreement with a nationalsecurities exchange or by the SEC.
             5.9     Amendments and Waivers. This Agreement may not be amended,supplemented or otherwise modified except by an instrument in writing signed byboth Parties that specifically refers to this Agreement. Either Party heretomay, only by an instrument in writing, waive compliance by the other Partyhereto with any term or provision of this Agreement on the part of such otherParty to be performed or complied with. The waiver by a Party hereto of abreach of any term or provision of this Agreement shall not be construed as awaiver of any subsequent breach. Any amended or waiver effected in accordancewith this Section 5.9 shall be binding upon each Party and its permittedassigns.
             5.10   Severability. If one or more provisions of this Agreement are heldto be unenforceable under applicable law, such provision shall be amended toconform, as closely as practicable, to the intent of the Parties as set forthherein or, if such amendment is not possible, such provision shall be strickenand the remaining provisions will remain in full force and effect.
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     IN WITNESS WHEREOF, the Parties, through their duly authorized officers,have duly executed this Stock Purchase Agreement as of the date first abovewritten.   DIGENE CORPORATION ABBOTT LABORATORIES By: \s\ Evan Jones