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EXHIBIT 10.1

AMENDMENT NO. 1
TO THE MARKETING AND DISTRIBUTION AGREEMENT

This Amendment No. 1 (this Amendment) is made as of the 28th day of
January, 2002, by and between Abbott Laboratories, an Illinois corporation
having its principal place of business at 100 Abbott Park Road, Abbott Park,
Illinois 60064-6400 (Abbott), and Digene Corporation, a Delaware corporation
having its principal place of business at 1201 Clopper Road, Gaithersburg,
Maryland 20878 (Digene), and amends the Marketing and Distribution Agreement,
dated as of May 7, 1999 between Abbott and Digene (the Agreement). All
capitalized terms used in this Amendment without definition shall have the
meanings given to such terms in the Agreement.

RECITALS

Digene and Abbott are Parties to the Agreement pursuant to which Digene
appointed Abbott as Digenes: (a) exclusive distributor of CT/GC in the CT/GC
Territory for use in the Field; (b) exclusive distributor of HBV in the HBV
Territory for use in the Field; (c) exclusive distributor of HPV in the HPV
Territory for use in the Field; (d) non-exclusive distributor of Equipment in
the Territory for use with respect to Products in the CMV Territory with
respect to CMV in the Field; (e) non-exclusive distributor of CMV in the CMV
Territory for use in the Field; and (f) non-exclusive distributor of SHARP in
the SHARP Territory for use in the Field.

On April 30, 2001, Digene (a) terminated the terms and provisions of the
Agreement as applied to Digenes HPV Products, Product Accessories and
Equipment, and (b) converted Abbotts distribution rights under the Agreement
for Digenes HBV Products to non-exclusive for the remainder of the Term with
respect to HBV.

Digene and Abbott have agreed that Digene will purchase Abbotts exclusive
rights under the Agreement to CT/GC in the CT/GC Territory, (the CT/GC
Business), subject to the creation of a limited, non-exclusive wind-down
period for the sales of CT/GC Products and Product Accessories by Abbott in
Europe, the Middle East and Africa ending on April 30, 2002 (the Wind-Down
Termination Date).

Digene and Abbott have further agreed to settle and satisfy all
obligations of both Digene and Abbott related to the reconciliation of AUPs (as
defined in Section 6.4 of the Agreement) for the Products.

Abbott and Digene desire to enter into this Amendment to modify the
Agreement to reflect termination of the Term with respect to CT/GC and to amend
the obligations of the Parties to reconcile AUPs for the Products.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and upon the terms and subject to conditions set forth below,
Abbott and Digene hereby agree as follows:





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1.          Definitions. All capitalized terms used in this Amendment without
definition shall have the meanings set forth in the Agreement.

2.          Amended and Restated Definition of Net Sales. The definition of Net Sales
is hereby deleted in its entirety from the Agreement and hereby replaced with
the following:



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.56 Net Sales shall mean the total of the gross amount billed
or invoiced to Third Parties for the sale of a Product in the
Field (Gross Sales), less:



| |     |                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | rebates granted and allowances, trade,
quantity or cash discounts actually allowed and taken;                                                                                                                                                                          
|
| | (b) | retroactive price reductions imposed by
government authorities;                                                                                                                                                                                                        
|
| | (c) | fees, commissions or rebates lawfully paid
pursuant to contracts with group purchasing
organizations;                                                                                                                                                                  
|
| | (d) | amounts actually repaid a Third Party by
reason of rejection or return of defective Product; and                                                                                                                                                                       
|
| | (e) | a fixed amount representing upcharges paid
by Third Parties as part of a reagent agreement plan or
similar arrangement equal to five and one-half percent
(5.5%) times the excess of (i) Gross Sales over (ii)
deductions made under subsections (a) through (d)
above;



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| | provided, however, that if any Product is sold by Abbott or its
Affiliates in combination with other components which have
commercial utility other than use in combination with such Product
(together, a Combination Product), Net Sales of such Product
shall be the gross invoiced price of such Combination Product
billed to customers by Abbott or its Affiliates, less the
allowances and adjustment referred to above, multiplied by the
fraction A/(A+B), where A is the gross selling price of the
Product sold separately during the period in question, and B is
the gross selling price of such other components sold separately
during the period in question; provided, further, that if any
Combination Product is sold by Abbott or its Affiliates and the
gross selling price for the Product or such other components is
not determinable, then the gross amount billed or invoiced to
Third Parties for the sale of such Product shall be deemed to be
an amount equal to the percentage of the gross sales price, less
the allowances and adjustments referred to above, for the
Combination Product which is equal to the percentage of the fair
market value of the Product and such other components in the
Combination Product represented by the fair market value of the
Product.

3.          Termination of CT/GC and Wind-down Activities. The Agreement is hereby
amended to include a new Section 4.7, which shall be and read in full as
follows:



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.7 Termination of CT/GC and Wind-down Activities. Digene
and Abbott hereby terminate the Term for CT/GC and establish the
following wind-down period. Beginning on the date hereof and
ending on April 30, 2002, Abbott

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| | and Digene shall engage in a wind-down period related to the CT/GC
Business in Europe, Africa and the Middle East (the EMA
Territory). As of the date hereof, Abbott shall have no further
rights or obligations under this Agreement with respect to CT/GC
outside the EMA Territory, and, notwithstanding any other
provisions of this Agreement, Abbott shall have no rights or
interests to any Improvement with regard to CT/GC. During such
wind-down period, Abbotts rights shall convert to non-exclusive
for CT/GC in the EMA Territory, and Digene and Abbott shall
continue to perform their respective duties and be bound to their
respective obligations hereunder with respect to manufacturing,
supplying, selling and distributing CT/GC. During such wind-down
period, Abbott and its Affiliates shall only solicit Trade that
were customers of Abbott or its Affiliates in the EMA Territory
for CT/GC as of the date hereof, and shall be precluded from
selling CT/GC to Third Parties that were not customers of Abbott
or its Affiliates as of the date hereof. If new customers contact
Abbott or its Affiliates on their own regarding CT/GC, Abbott
shall refer such customers directly to Digene or its designee.

4.            Effect of Amendment. Except as expressly modified by this Amendment, the
terms and provisions of the Agreement shall remain in full force and effect.
The intent of the Parties is to terminate all rights and obligations of the
Parties under the Agreement with respect to the CT/GC Business as of and after
the Wind-Down Termination Date, and to limit the rights and obligations of the
Parties under the Agreement with respect to CT/GC and the CT/GC Business during
the wind-down period as set forth in Section 3 of this Amendment. In the event
of any conflict between the terms of this Amendment and the terms of the
Agreement, the terms of this Amendment shall control.

5.            Miscellaneous. Each Party agrees to execute, acknowledge and deliver such
further instruments, and to do all such other acts, as may be reasonably
necessary or appropriate in order to carry out the purposes and intent of this
Amendment.

IN WITNESS WHEREOF, each Party has caused this Amendment No. 1 to the
Agreement to be executed on its behalf by its duly authorized officer as of the
date first above written.

|                    |  |                   
|------------------- |  | ------------------
|ABBOTT LABORATORIES |  | DIGENE CORPORATION

|                |  |                                                                                    |  |                 |  |                                         
|--------------- |  | ---------------------------------------------------------------------------------- |  | --------------- |  | ----------------------------------------
|By:Name:
Title: |  | /s/  Edward L. MichaelEdward L. Michael
Vice President
Diagnostic Assays & Systems |  | By:Name:
Title: |  | /s/  Evan JonesEvan Jones
Chairman & CEO

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