<PAGE>   1
                                                                    Exhibit 10.2

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


                           CUSTOMER TRANSFER AGREEMENT



         This serves to record the agreement (the "Agreement"), effective as of
the 1st day of February, 1997 between DIGENE CORPORATION ("DIGENE") of 9000
Virginia Manor Road, Beltsville, MD 20705, U.S.A. and MUREX DIAGNOSTICS
CORPORATION ("MUREX") of White Park House, White Park Road, Bridgetown, Barbados
(the "Parties") relating to the transfer to DIGENE of the sales and customer
lists of MUREX and its AFFILIATES for the diagnostic products as specified in
SCHEDULE 1 hereto in those countries specified in SCHEDULE 2 hereto. All
currency amounts, including "$", set forth herein shall refer to United States
currency.

1.       Definitions.

         1.1      "Affiliate" shall mean any Person that controls, is controlled
                  by or is under common control with Murex or Digene, as the
                  context may require. For purposes of this definition "control"
                  shall mean: (a) in the case of corporate entities, direct or
                  indirect ownership of at least fifty percent (50%) of the
                  stock or shares entitled to vote for the election of
                  directors; and (b) in the case of non-corporate entities,
                  direct or indirect ownership of at least fifty percent (50%)
                  of the equity interest with the power to direct the management
                  and policies of such non-corporate entities.

         1.2      "Customer" shall mean any Person who purchases exclusive
                  Products from Murex or any of its Affiliates in the Territory
                  or purchases non-exclusive Products from Murex or any of its
                  Affiliates in the Territory for HPV-testing purposes.

         1.3      "Effective Date" shall mean the date first set forth herein.

         1.4      "HPV" shall mean Human Papillomavirus.

         1.5      "HPV Information" shall have the meaning set forth in Section
                  2.1 hereof.



                                        1

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




         1.6      "Person" shall mean an individual, a corporation, a
                  partnership, an association, a joint stock company, a trust,
                  any unincorporated organization or a government or political
                  subdivision thereof.

         1.7      "Products" shall mean the exclusive and non-exclusive products
                  set forth on Schedule I attached hereto.

         1.8      "Territory" shall mean the counties set forth on Schedule II
                  attached hereto.

2.       Transfer of Customer Lists and Consideration.

         2.1      Murex shall cause itself and its Affiliates to transfer all
                  HPV Information in their possession to Digene. For purposes of
                  this Agreement, HPV Information means the Customer lists
                  relating to Customers in the Territory to whom Products have
                  been sold in the previous 12 months, lists of Customers to
                  whom Products have been sold in the Territory but not in the
                  previous 12 months, lists of prospective Products Customers in
                  the Territory and any mailing lists used by Murex or any of
                  its Affiliates for sending information on Products to any
                  current or prospective Customers in the Territory and the
                  goodwill associated with such HPV Information. The aforesaid
                  HPV Information shall only be used by Digene in its normal
                  course of business, shall be confidential to the Parties and
                  Digene shall not resell or provide the foregoing HPV
                  Information to any other commercial organization unless it is
                  included as part of the sale or joint venture of the business
                  or Products lines. Without limitation of Murex's right to make
                  use of its customer lists, the foregoing is not intended to
                  preclude Murex's ability to continue to use its customer
                  lists, which may include the HPV Information, for non-HPV
                  purposes in the Territory and anywhere in the world or for any
                  purpose outside the Territory in the countries as listed on
                  Schedule 3 attached hereto.

         2.2      Digene will pay Murex as consideration for the HPV Information
                  a total payment of $2,702,750, which payment will be made as
                  follows. Digene shall within 5 business days following the
                  Effective Date pay $500,000 to an account specified by Murex.
                  Within 5 business days following the Effective Date, Digene
                  will place the remaining $500,000 in an escrow account
                  specified by Murex (the "Escrow Payment") in accordance with
                  the terms of the Escrow Agreement between the Parties of even
                  date herewith (the "Escrow Agreement"), a form of which is
                  attached as Exhibit "A" to this Agreement. Murex will direct
                  the Escrow Agent (as defined in the Escrow Agreement) to
                  release the Escrow Payment to Murex on April 1, 1997, if Murex
                  has provided Digene with the HPV Information. In accordance
                  with the terms of the Escrow Agreement, Digene shall have the
                  right to instruct the Escrow


                                        2

<PAGE>   3


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  Agent not to release the Escrow Payment. Digene agrees not to
                  issue such contrary instructions if Murex has provided the HPV
                  Information.

                  The payment of the remaining $1,702,750 will be made as
                  follows. Digene will, on the Effective Date, deliver to the
                  Escrow Agent an executed promissory note in the form of
                  Exhibit "B" hereto, effective as of [          ] (the "[    ]
                  Note"), in the amount of $[     ] payable to Murex in [     ]
                  installments, such subpayments to be made on the following
                  dates and in the following amounts:


                                 [          ]


                  Murex will direct the Escrow Agent to release the [  ] Note to
                  Murex on or after [          ] if the Products sales target
                  levels set forth in Section 2.3 hereof are met. In accordance
                  with the terms of the Escrow Agreement, Digene shall have the
                  right to instruct the Escrow Agent not to release the July
                  Note. Digene agrees not to issue such contrary instructions if
                  the Products sales target levels are met.

                  Digene will, on the Effective Date, deliver to the Escrow
                  Agent an executed promissory note in the form of Exhibit "C"
                  hereto effective as of [              ] (the "[      ] Note"),
                  in the amount of $[     ] payable to Murex in [            ]
                  installments, such subpayments to be made on the following
                  dates and in the following amounts:


                                [           ]


                  Murex will direct the Escrow Agent to release the [         ]
                  Note to Murex on or after [             ] if the Products
                  sales target levels set forth in Section 2.3 hereof are met.
                  In accordance with the terms of the Escrow Agreement, Digene
                  shall have the right to instruct the Escrow Agent not to
                  release the [      ] Note. Digene agrees not to issue such
                  contrary instructions if the Products sales target levels are
                  met.


                                        3

<PAGE>   4


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





                  All payments under the [  ] Note and the [      ] Note shall
                  be without right of set-off, withholding or counterclaim by
                  Digene.

                  The obligations evidenced by the [  ] Note and the [        ]
                  Note are primary obligations of Digene hereunder. If for any
                  reason the [  ] Note or the [      ] Note are held to be
                  invalid or unenforceable, or are not issued because the Escrow
                  Agreement is for any reason held to be invalid or
                  unenforceable, Digene agrees to make such payments as are set
                  forth in this Section 2.2 directly to Murex upon the
                  respective scheduled payment dates, notwithstanding such
                  invalidity or unenforceability, subject only to the
                  satisfaction of the conditions provided in Section 2.3 hereof.
                  The foregoing will only be applicable in the event of such
                  invalidity or unenforceability and will not require Digene to
                  make duplicate payments.

         2.3      The release to Murex of the [  ] Note and the [      ] Note
                  issued by Digene pursuant to Section 2.2 hereof are subject to
                  Digene having made Product sales in the Territory of a minimum
                  of US $[ ] per three month period in the most recent three
                  month period immediately preceding the release of the [  ]
                  Note or the [      ] Note, as applicable, for which sales
                  figures are available. If such minimum Product sales target
                  levels are not met in the three month period immediately
                  preceding the release of the [  ] Note or the [      ] Note,
                  as applicable, the Escrow Agent will be instructed by Murex to
                  release the [  ] Note or the [      ] Note, as applicable, to
                  Digene. Notwithstanding the aforesaid, if the three month
                  sales minimum referenced herein is not met due to any default
                  by Digene in the timely delivery of Product to customers in
                  the Territory or in the quantity and meeting the
                  specification, quality and performance claims of Digene, then
                  this Section 2.3 shall be of no effect.

         2.4      In the event conflicting instructions are given to the Escrow
                  Agent regarding the release from escrow of any of the Escrow
                  Payment, the [  ] Note or the [      ] Note as described in
                  Section 2.2, the Parties agree to submit any such dispute to
                  arbitration immediately, and to inform the Escrow Agent of
                  such arbitration proceeding.

3.       Miscellaneous.

         3.1      Arbitration. Subject to the provisions of the Federal
                  Arbitration Act, 9 U.S.C. Section 1 et. seq., any claim,
                  controversy or dispute arising out of or relating to this
                  Agreement or any interpretation or breach thereof or
                  performance thereunder, including without limitation any
                  dispute concerning the scope of this arbitration provision,
                  shall be settled by submission to final


                                        4

<PAGE>   5


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  and binding arbitration ("Arbitration") for determination,
                  without any right by any Party to a trial de novo in a court
                  of competent jurisdiction. The Arbitration and all
                  pre-hearing, hearing, post-hearing arbitration procedures
                  shall be conducted in accordance with the Commercial
                  Arbitration Rules (the "Commercial Rules") of the American
                  Arbitration Association (herein referred to as the
                  "Association") as supplemented hereby. The Arbitration hearing
                  shall take place in Washington, D.C. All pre-hearing and
                  post-hearing matters and procedures shall take place at such
                  place and manner, including telephonically, as shall be agreed
                  by the Parties. In the event the parties fail to reach
                  agreement regarding the foregoing, the chair of the
                  Arbitration panel shall determine the manner and location of
                  such matters. In addition to the Commercial Rules, the Parties
                  shall also follow the procedures described below:

                  3.1.1    The Party seeking Arbitration shall give notice of a
                           demand to arbitrate (herein referred to as the
                           "Demand") to the other Party and to the Association.
                           The Demand shall include (i) the nature of the claim
                           that is being asserted and the remedy or relief that
                           is requested, or the issues to be determined if no
                           claim is being asserted, (ii) a copy of this
                           arbitration provision, and (iii) unless the Parties
                           shall have otherwise agreed upon the mutual selection
                           of a single arbitrator, the designation of one
                           arbitrator, who shall have no prior or existing
                           personal or financial relationship with the
                           designating Party.

                  3.1.2    Within thirty (30) days after receipt of the Demand,
                           the other Party shall give notice (herein referred to
                           as the "Response") to the Party that demanded
                           arbitration, and to the Association, of (i) any
                           additional issues to be arbitrated, (ii) its answer
                           to the claims or issues raised by the Party that sent
                           the Demand, and (iii) its designation of a second
                           arbitrator, who shall have no prior or existing
                           personal or financial relationship with the
                           designating Party.

                  3.1.3    If a Response designating a second arbitrator is not
                           received within the above-mentioned thirty (30) day
                           period, the Association shall immediately designate
                           the second arbitrator.

                  3.1.4    The two arbitrators as designated pursuant to the
                           foregoing provision shall then designate a third
                           arbitrator within ten (10) days after the designation
                           of the second arbitrator. If the two arbitrators
                           cannot agree on the designation of the third
                           arbitrator within the ten (10) day period allotted,
                           the Association shall designate the third arbitrator.
                           Such third


                                        5

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                           arbitrator designated pursuant to this Section 3.1.4
                           shall be the chair of the Arbitration panel.

                  3.1.5    The Arbitration panel as designated above shall
                           proceed with the Arbitration by giving notice to all
                           Parties of its proceedings and hearings in accordance
                           with the Association's applicable procedures. Within
                           15 days after all three arbitrators have been
                           appointed or at such other time as shall be agreed by
                           the Parties, an initial meeting among the chair of
                           the Arbitration panel and counsel for the Parties
                           shall be held for the purpose of establishing a plan
                           for administration of the Arbitration, including: (i)
                           definition of issues; (ii) scope, timing and type of
                           discovery, which may at the discretion of the
                           arbitrators include production of documents in the
                           possession of the Parties, but may not, without the
                           consent of the Parties, include depositions; (iii)
                           exchange of documents and filing of detailed
                           statements of claims and pre-hearing memoranda; (iii)
                           schedule and place of hearings; and (iv) any other
                           matters that may promote the efficient, expeditious
                           and cost-effective conduct of the proceeding. The
                           substantive law of the State of Maryland shall be
                           applied by the arbitrators to the resolution of the
                           dispute, provided that the arbitrators shall base
                           their decision on the express terms, covenants and
                           conditions of this Agreement. The arbitrators shall
                           be bound to make specific findings of fact and reach
                           conclusions of law, based upon the submissions and
                           evidence of the Parties, and shall issue a written
                           decision explaining the basis for the decision and
                           award. The arbitrators shall have the authority to
                           issue instructions to the Escrow Agent in connection
                           with any dispute pertaining to the Escrow Agreement.

                  3.1.6    The Parties agree that the arbitrators shall have no
                           power to alter or modify any express provision of
                           this Agreement or to render any award which, by its
                           terms, effects any such alteration or modification.

                  3.1.7    Upon written demand to any Party to the Arbitration
                           for the production of documents and things (including
                           computer discs and data) reasonably related to the
                           issues being arbitrated, the Party upon which such
                           demand is made shall promptly produce, or make
                           available for inspection and copying, such documents
                           or things without the necessity of any action by the
                           arbitrators, provided, however, that no such demand
                           shall be effective if made within the twenty (20) day
                           period prior to the first day of the Arbitration
                           hearing.



                                        6

<PAGE>   7


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  3.1.8    Subject to the limitations imposed by Section 3.1.5,
                           the arbitrators shall have the power to grant any and
                           all relief and remedies, whether at law or in equity,
                           including provisional relief, that the courts in the
                           State of Maryland may grant and such other relief as
                           may be available under the Commercial Rules, other
                           than punitive damages. Any award of the arbitrators
                           shall include pre-award and post-award interest at
                           the applicable rate or rates under Maryland law. The
                           decision of the arbitrators shall be final and as an
                           "award"within the meaning of the Commercial Rules and
                           the Federal Arbitration Act and judgment upon the
                           arbitration award may be entered in the United States
                           District Courts of Maryland ("Maryland District
                           Courts") or any other court having jurisdiction, as
                           if it were a judgment of that court. The Parties to
                           this Agreement expressly consent to the jurisdiction
                           of the Association, including, without limitation,
                           reasonable attorney's fees and the Parties waive any
                           objection they may have as to jurisdiction and venue
                           regarding the Maryland District Courts.

                  3.1.9    The Arbitration panel is specifically authorized to
                           award attorney's fees and expenses to the prevailing
                           Party, as determined by the Arbitration panel.

         3.2      Entire Agreement.

                  This Agreement including the Exhibits and Schedules attached
                  hereto and the Escrow Agreement, the [  ] Note and the
                  [      ] Note set forth the entire agreement and understanding
                  between the Parties relative to the transfer of the HPV
                  Information and the payment therefor and supersede all other
                  agreements, oral and written, heretofore made between the
                  Parties, with respect to the transfer of the HPV Information
                  and the payment therefor. Any amendment hereto must be in
                  writing and signed by an authorized representative of each of
                  Digene and Murex.

         3.3      Captions. Section titles or captions contained herein are for
                  reference only and shall not be considered in construing this
                  Agreement.

         3.4      Notices. All notices and requests required or authorized
                  hereunder, shall, except where specifically provided
                  otherwise, be given in writing, and delivered either by
                  personal delivery to the Party to whom notice is to be given,
                  or sent by registered mail or by an internationally recognized
                  express delivery service, addressed to the Party intended at
                  the address set forth below. The date of delivery in the case
                  of personal or mail delivery or the date upon which it is
                  deposited with the express delivery service in the case of


                                        7

<PAGE>   8


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  notice by express delivery service, shall be deemed to be the
                  date of such notice.

                  Digene:           Digene Corporation
                                    9000 Virginia Manor Road
                                    Beltsville, MD  20705
                                    Attn:  President or Executive Vice President

                  Murex:            Murex Diagnostics Corporation
                                    White Park House, White Park Road
                                    Bridgetown, Barbados
                                    Attn:  Managing Director

         3.5      Waivers. The waiver by either Party of any breach or alleged
                  breach of any provision hereunder shall not be construed to be
                  a waiver of any concurrent, prior or succeeding breach of said
                  provision or any other provision herein.
                  Any waiver must be in writing.

         3.6      Press Release and Other Permitted Disclosures Regarding the
                  Agreement.

                  3.6.1    Press Releases. Each of Digene and Murex agree not to
                           announce this Agreement by press release or other
                           form of communication without the written approval of
                           the other Party.

                  3.6.2    Permitted Disclosure. The Parties agree to keep the
                           terms of this Agreement confidential with exception
                           of such information which in the opinion of counsel
                           to the disclosing party is required to be disclosed
                           by applicable law, rule, regulation or generally
                           accepted accounting practice, including any rules of
                           applicable stock exchanges and other self-regulatory
                           authorities or organizations on which the Parties or
                           their Affiliates are listed. Provided, however, that
                           in the event a Party or its Affiliate shall be
                           required to disclose any of the terms of this
                           Agreement, whether pursuant to subpoena, deposition,
                           interrogatory, or otherwise, or a Party or its
                           Affiliate shall otherwise propose to disclose any of
                           the terms of this Agreement (except in connection
                           with such Party's or such Affiliate's required
                           disclosure under any applicable securities laws, the
                           rules of any applicable stock exchange or other self
                           regulatory authority or organization or other
                           reporting requirements) such disclosing Party shall
                           provide the other Party with prompt written notice of
                           such requirement so that the other Party may seek a
                           protective order or other appropriate remedy and/or
                           waive compliance with the terms of this Agreement.
                           Notwithstanding the foregoing, except as


                                        8

<PAGE>   9


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                           otherwise required by the provisions of Section 3.6.1
                           hereof, (i) no prior written notice shall be required
                           in connection with any Party's (or its Affiliate's)
                           required compliance with applicable securities laws,
                           the rules of any applicable stock exchange or other
                           self-regulatory authority or organization or other
                           reporting requirements; and (ii) any Party shall be
                           permitted to submit this Agreement as evidence in any
                           proceeding in connection with any dispute between the
                           Parties. The provisions of this Section 3.6.2 shall
                           not restrict a Party from making any disclosure of
                           any terms of this Agreement to the extent such terms
                           become generally available to the public (other than
                           as a result of a disclosure by such Party in
                           violation of this Agreement), or restrict the ability
                           of the Parties from making disclosure to the extent
                           such disclosure is required for the effective
                           undertaking by the Parties of their respective rights
                           and obligations hereunder. By way of example and not
                           in limitation of the foregoing, Murex shall be
                           entitled to disclose to proposed customers the fact
                           that it is acting as an authorized agent of Digene.

         3.7      Governing Law. This Agreement, and all of the rights and
                  duties in connection therewith, shall be governed by and
                  construed under the law of the State of Maryland, U.S.A.,
                  without regard to conflicts of laws principles, applicable to
                  agreements made and to be performed in that State.

         3.8      Counterparts; Effectiveness of Agreement. This Agreement shall
                  be executed in counterparts, each of which shall be deemed an
                  original but both of which together shall constitute the same
                  instrument. 

         In consideration of the mutual covenants and conditions herein set
         forth, the parties have executed this Agreement as of the day and year
         above written.
     

Murex Diagnostics Corporation          Digene Corporation

Signature /s/ LYNWOOD BELL             Signature /s/ EVAN JONES 
         --------------------                   ----------------

By: Lynwood Bell                       By: Evan Jones

Title: Managing Director               Title: President & CEO

Date      3/3/97                       Date        3/3/97
    -------------------------              ---------------------


                                        9

<PAGE>   10


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                              SCHEDULE I - PRODUCTS
                               EXCLUSIVE PRODUCTS

<TABLE>
<CAPTION>
                                                                                                  Digene Part
Exclusive Product Description                                                                     Number*
-----------------------------                                                                     -------

HUMAN PAPILLOMAVIRUS DETECTION KIT
<S>                                                                                              <C> 
Human Papillomavirus (HPV) DNA Assay (6/11/42/43/44 and                                           4401-1030
16/18/31/35/45/51/52/56)
HPV DNA Test Panel                                                                                4401-1024
Digene Specimen Collection Kit                                                                    4203-0020
Digene Sample Transport Medium                                                                    4203-1030
Human Papillomavirus (HPV) Target: LI Region (Consensus) Probe Groups                             4603-1100
(6/11/42/43/44 and 16/18/31/35/39/45/51/52/56/68)

INDIVIDUAL HPV PROBE PACKS:
HPV Type 6/11                                                                                     4401-1611
HPV Type 16                                                                                       4401-1016
HPV Type 18                                                                                       4401-1018
HPV Type 31                                                                                       4401-1031
HPV Type 33                                                                                       4401-1033
HPV Type 35                                                                                       4401-1035
HPV Type 42                                                                                       4401-1042
HPV Type 43                                                                                       4401-1043
HPV Type 44                                                                                       4401-1044
HPV Type 45                                                                                       4401-1045
HPV Type 51                                                                                       4401-1051
HPV Type 52                                                                                       4401-1052
HPV Type 56                                                                                       4401-1056
</TABLE>



                             NON-EXCLUSIVE PRODUCTS

<TABLE>
<CAPTION>
                                                                                                  Digene Part
Non-Exclusive Product Description                                                                 Number*
---------------------------------                                                                 -------

HYBRID CAPTURE SYSTEM EQUIPMENT AND ACCESSORIES
<S>                                                                                               <C>   
DCR-1 Luminometer                                                                                 4300-1010
Rotary Shaker Assembly (22v)                                                                      4300-1025
Printer Paper (DCR-1 Compatible)                                                                  4300-1012
Wash Apparatus                                                                                    4301-1001
Decanting Racks                                                                                   4301-1002
Hybridization Rack                                                                                4301-1003
Disposable Transfer Pipettes                                                                      4301-1500
Luminometer Validation Reagents                                                                   4400-1000
Hybridization Tube Caps (red)                                                                     4400-1040
Hybridization Tube Caps (green)                                                                   4400-1041
SHARP Signal System Assay                                                                         4600-1192
</TABLE>


--------
*        Represents all current products within such part number category.


<PAGE>   11


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                             SCHEDULE II - TERRITORY


EUROPE

Germany
Switzerland
Austria
Belgium
Netherlands
Luxembourg
France
Italy
Spain
United Kingdom


EASTERN EUROPE

Poland
Czech and Slovak Republics
Hungary
Romania
Commonwealth of Independent States
Bulgaria
Estonia
Slovenia
Croatia
Macedonia
Lithuania


<PAGE>   12


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                         SCHEDULE III - OTHER TERRITORY


Denmark
Finland
Ireland
Norway
Portugal
Sweden
Greece - for HPV Hybrid Capture products only
Africa - all countries
United Arab Emirates
Saudi Arabia



<PAGE>   13
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                                                                       EXHIBIT A

                                ESCROW AGREEMENT


         THIS ESCROW AGREEMENT, dated as of the 1st day of February, 1997, among
Murex Diagnostics Corporation ("Murex"), a corporation organized and existing
under the laws of Barbados, Digene Corporation, a Delaware corporation (the
"Company"), and Reid & Priest LLP (the "Escrow Agent"). Capitalized terms used
herein and not defined shall have the meanings ascribed to such terms in that
certain Customer Transfer Agreement, dated of even date herewith, by and between
Murex and the Company (the "Customer Transfer Agreement") a copy of which is
attached hereto as Appendix A.

                              W I T N E S S E T H:

         WHEREAS, simultaneously with the execution of this Agreement, Murex and
the Company are entering into the Customer Transfer Agreement, which provides,
among other things, for the transfer by Murex to the Company of the HPV
Information;

         WHEREAS, pursuant to the Customer Transfer Agreement, the Company is
required to place $500,000 in escrow within five (5) business days of the date
hereof, to be disbursed in connection with the provision by Murex to the Company
of the HPV Information;

         WHEREAS, pursuant to the Customer Transfer Agreement, the Company is
required to place in escrow two promissory notes (the "Notes"), which are to be
released from escrow at designated times if the sales of the Company's Products
meet certain sales target levels, as described in Section 2.3 of the Customer
Transfer Agreement; and

         WHEREAS, the parties to this Agreement desire to define the terms and
conditions pursuant to which the Escrow Agent shall hold and release such funds
or portions thereof and Notes;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

         1. Establishment of Escrow. Pursuant to Section 2.2 of the Customer
Transfer Agreement, the Company shall deliver in escrow $500,000 to the Escrow
Agent (the "Escrow Funds"), which will be invested by the Escrow Agent in an
interest bearing account maintained by the Escrow Agent at Citibank, N.A. Upon
delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the
Escrow Funds in escrow pursuant to the terms and conditions of this Agreement.
Upon prior notice to the Company and Murex, the Escrow Agent may deposit the
Escrow Funds in another commercial bank comparable to Citibank, N.A. in New
York, New York.



<PAGE>   14


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




         2. Escrow of Notes. Pursuant to Section 2.2 of the Customer Transfer
Agreement, the Company has delivered in escrow (a) a promissory note in the form
of Exhibit A hereto, fully executed by the Company ("Note A"), and (b) a
promissory note in the form of Exhibit B hereto, fully executed by the Company
("Note B"). The Escrow Agent acknowledges receipt of the Notes in escrow
pursuant to the terms and conditions of this Agreement.

         3. Disbursement of Escrow Funds; Delivery of Notes. Subject to the
provisions of Paragraph 4 below, the Escrow Funds will be disbursed, and Notes
will be issued to Murex or the Company, as applicable, as follows:

                  (a) Request for Funds. Murex shall, at any time provide a
         written request for the Escrow Funds ("Request for Funds") to the
         Escrow Agent and to the Company. Such Request for Funds shall certify
         that Murex has delivered to the Company the HPV Information.

                  (b) Disbursement of Funds. Unless the Escrow Agent shall have
         received a Stop Order (as defined herein) from the Company on or before
         the fifteenth (15th) day following the Escrow Agent's receipt of a
         Request for Funds, the Escrow Agent shall disburse the Escrow Funds to
         Murex on the eighteenth (18th) day following its receipt of a Request
         for Funds, but in no event earlier than April 1, 1997. A "Stop Order"
         shall mean a written notice from the Company certifying that Murex has
         not delivered the HPV Information to the Company. Any Stop Order
         provided by the Company to the Escrow Agent under this Agreement must
         also be provided by the Company to Murex.

                  (c) Stop Order. Upon receipt of a Stop Order, the Escrow Agent
         shall withhold any disbursement of the Escrow Funds until the Escrow
         Agent receives written instructions from the Company directing the
         disbursement of the Escrow Funds, or until the Escrow Agent receives
         instructions from an arbitration panel or other tribunal in a
         proceeding to which Murex and the Company are parties, in accordance
         with the provisions of Paragraph 5 hereof.

                  (d) Requests for Note A and Note B. As applicable, Murex
         shall, on or after June 1, 1997, provide a written request for Note A
         ("Request for Note A") and, on or after October 1, 1997, provide a
         written request for Note B ("Request for Note B"), to the Escrow Agent
         and to the Company. Such Request for Note A and Request for Note B
         shall certify that the requisite target sales levels, as described in
         Section 2.3 of the Customer Transfer Agreement pertaining to the
         conditions for the release of Note A, or Note B, as applicable, have
         been met.

                  (e) Release of Note A and Note B to Murex. Following the
         Escrow Agent's receipt of a Request for Note A or a Request for Note B,
         unless the Escrow Agent shall have received a Non-Release Order (as
         defined herein) from the Company pertaining to the applicable Note on
         or before the fifteenth (15th) day following the


<PAGE>   15


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




         Escrow Agent's receipt of such Request for Note A or Request for Note
         B, as applicable, the Escrow Agent shall release Note A to Murex on the
         eighteenth (18th) day following its receipt of a Request for Note A,
         but in no event earlier than [          ], and shall release Note B to
         Murex on the eighteenth (18th) day following its receipt of a Request
         for Note B, but in no event earlier than [              ]. A
         "Non-Release Order" shall mean a written notice from the Company
         certifying that the requisite target sales levels, as described in
         Section 2.3 of the Customer Transfer Agreement, have not been met. Any
         Non-Release Order provided by the Company to the Escrow Agent under
         this Agreement must also be provided by the Company to Murex.

                  (f) Non-Release Order. Upon receipt of a Non-Release Order in
         respect of Note A or Note B, the Escrow Agent shall withhold any
         release of Note A or Note B, as applicable, until the Escrow Agent
         receives written instructions from the Company directing the release to
         Murex of Note A or Note B, as applicable, or until the Escrow Agent
         receives instructions from an arbitration panel or other tribunal in a
         proceeding to which Murex and the Company are parties, in accordance
         with the provisions of Paragraph 5 hereof.

                  (g) Release of Note A or Note B to Digene. In the event the
         requisite sales target levels, as set forth in Section 2.3 of the
         Customer Transfer Agreement, are not met in the time period prior to
         [          ] or [              ], as applicable, Murex shall provide
         written instructions to the Escrow Agent providing for the release of
         Note A or Note B, as applicable, to Digene. The Escrow Agent shall
         release Note A or Note B, as applicable, to Digene no later than the
         third (3rd) day following its receipt of such instructions from Murex.

                  (h) Interest. All interest earned on the Escrow Funds shall be
         added to the Escrow Funds and disbursed by the Escrow Agent with the
         Escrow Funds to the party entitled to the Escrow Funds.

         4. Termination of Escrow. Except as otherwise provided in Paragraph
5(d) hereof, the escrow arrangements provided for under this Agreement shall
terminate at the earlier to occur of (a) the release of the Escrow Funds,
together with all interest thereon, and the Notes in accordance with the
provisions of Paragraph 2 hereof or (b) the mutual agreement of Murex and the
Company to terminate this Agreement. In the event Murex and the Company elect to
terminate this Agreement, they shall provide the Escrow Agent with joint
instructions with respect to the disbursement of the Escrow Funds and the Notes
remaining in escrow, as applicable.

         5. Rights, Duties and Responsibilities of the Escrow Agent. It is
understood and agreed that the duties of the Escrow Agent are purely ministerial
in nature, and are limited to those expressly set forth in this Agreement. It is
further agreed that:



<PAGE>   16


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  (a) The Escrow Agent shall not be required to enforce the
         Customer Transfer Agreement, or any other agreement between the Company
         and Murex. In addition, the Escrow Agent shall not be responsible for
         the performance under or compliance by the Company or Murex of their
         respective obligations under this Agreement or for verifying the
         accuracy or completeness of any certificate, demand or other document
         submitted to it by either the Company or Murex or both.

                  (b) The Escrow Agent shall have the right to act in reliance
         upon any document, instrument or signature believed by it to be genuine
         and to assume that any person purporting to give notice or instructions
         pursuant to this Agreement or in connection with any transaction to
         which this Agreement relates has been duly authorized to do so. The
         Escrow Agent shall not be obligated to make any inquiry as to the
         authority, capacity, existence or identity of any person purporting to
         give such notice or instructions.

                  (c) Disbursement of Escrow Funds and release of the Notes by
         the Escrow Agent from escrow under this Agreement shall be to Murex or
         the Company, as the case may be, to the address or the account set
         forth in the notice of payment, and shall not be to any third party.

                  (d) In the event that the Escrow Agent shall be uncertain as
         to its duties or rights hereunder or shall receive instructions with
         respect to the Escrow Funds or Notes which, in its sole opinion, are in
         conflict with either other instructions received by it or any provision
         of this Agreement, or shall receive an objection to the making of any
         requested disbursement, the Escrow Agent shall be entitled to hold the
         Escrow Funds and/or the Notes pending the resolution of such
         uncertainty, conflict, dispute or objection, to the Escrow Agent's sole
         satisfaction, by written agreement of the Company and Murex or by final
         judgment of an arbitration panel or other tribunal of competent
         jurisdiction; or the Escrow Agent, at its option, may deposit the
         Escrow Funds and the Notes in the registry of a court or arbitration
         tribunal of competent jurisdiction in a proceeding to which all parties
         in interest are joined.

                  (e) The Escrow Agent shall not be liable for any action taken
         or omitted by it in good faith and believed by it to be authorized or
         within the rights or powers conferred upon it by this Agreement, and
         may consult with counsel of its own choice and shall have full and
         complete authorization and protection for any action taken or suffered
         by it hereunder in good faith and in accordance with the opinion of
         such counsel.

                  (f) The Company acknowledges that the Escrow Agent has
         represented affiliates of Murex in connection with corporate and
         litigation matters, and may continue to represent Murex or its
         affiliates in the future.

         6. Fees. The Escrow Agent shall receive an annual fee of $1,000 for
acting as the escrow agent hereunder, payable upon commencement of this
Agreement and each


<PAGE>   17


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




anniversary date hereof, and shall be reimbursed for all expenses incurred in
connection with its services under this Agreement. The Company and Murex shall
each be responsible for fifty (50%) percent of such fees and expenses.

         7. Resignation. The Escrow Agent may resign and be discharged from its
duties or obligations hereunder by giving notice in writing of such resignation
specifying a date when such resignation shall take effect. In the case of the
Escrow Agent's resignation or discharge, its only duty shall be to hold and
dispose of the Escrow Funds and the Notes in accordance with the original
provisions of this Agreement until a successor escrow agent shall be appointed
and written notice of the name and address of such successor escrow agent shall
be given to the original Escrow Agent by the Company and Murex, whereupon the
Escrow Agent's only duty shall be to pay or transfer over to the successor
escrow agent the Escrow Funds and Notes remaining in escrow and to deliver a
statement reflecting any previous disbursements in accordance with the terms of
this Agreement.

         8. Indemnification and Contribution. The Company and Murex each agrees
to indemnify the Escrow Agent for and hold it harmless against any loss,
liability or expense (including reasonable attorneys' fees) incurred without
negligence or bad faith on the part of the Escrow Agent arising out of or in
connection with its entering into this Agreement and carrying out its duties
hereunder, including the costs and expenses of defending itself against any
claim of liability hereunder.

         9. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York (without giving effect to
conflicts of laws). Any proceeding or arbitration brought by the Escrow Agent
under this Agreement may be instituted in the City of New York, State of New
York, and neither the Company nor Murex shall object to such jurisdiction.

         10. Assignment. This Agreement shall be binding upon the parties hereto
and their respective successors, assigns, heirs and administrators; provided,
however, that any assignment or transfer by the Company or Murex of its rights
under this Agreement or with respect to the Escrow Funds and the Notes shall be
void as against the Escrow Agent unless: (a) notice thereof shall be given to
the Escrow Agent, and (b) the Escrow Agent shall have consented to such
assignment and transfer.

         11. Notices. All notices, requests and other materials required to be
given in connection with this Agreement shall be in writing and delivered in
person or by internationally recognized overnight courier delivery service, sent
by facsimile or sent by registered or certified mail, return receipt requested,
and addressed as follows:



<PAGE>   18


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  To Murex at:

                  Murex Diagnostics Corporation
                  White Park House
                  White Park Road
                  Bridgetown, Barbados
                  Attn:    Managing Director
                  FAX:     809-497-3801

                  With a copy to:

                  Murex Biotech Limited
                  Central Road, Temple Hill
                  Dartford, Kent
                  England
                  Attn:    Vice President and General Manager
                  FAX:     44-1322-294749

                  To the Company at:

                  Digene Corporation
                  9000 Virginia Manor Road
                  Beltsville, Maryland  20705
                  Attn:    President or Executive Vice President
                  FAX:     (301) 470-6496

                  To the Escrow Agent at:

                  Reid & Priest LLP
                  40 West 57th Street
                  New York, New York  10019
                  Attn:    Bruce A. Rich, Esq.
                  FAX:     (212) 603-2001

or to such address as any party hereto may duly give to the other parties
hereto. Notices shall be effective upon actual receipt by the party to whom
notice was intended.

         12. Entire Agreement; Modification. This Agreement sets forth the
entire agreement among the parties hereto with respect to the subject matter
herein, and cannot be amended or modified except by an agreement in writing
executed by the parties hereto.

         13. Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be determined to be invalid or
unenforceable, the remaining provisions of this Agreement or the application of
such provision to persons or circumstances


<PAGE>   19


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




other than those to which it is held invalid or unenforceable shall not be
affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.

         14. Execution in Counterparts. This Agreement may be executed in
counterparts, and all of such counterparts shall constitute one instrument,
binding on all of the parties hereto.

         15. Interpretation. For purposes of this Agreement, "day" shall be a
calendar day, and should the day for performance be a day which is a legal
holiday in the State of New York or which is a day when banks chartered in the
State of New York are closed, the day for performance shall be the next
succeeding day which is not a legal holiday and on which such banks are open.

         16. Captions. All captions are for convenience only and shall not limit
or define the text hereto.

         IN WITNESS WHEREOF, this Escrow Agreement has been executed by the
parties as of the date first above written.


                                        MUREX DIAGNOSTICS CORPORATION


                                        By: ____________________
                                                 Name:
                                                 Title:


                                        DIGENE CORPORATION


                                        By: ____________________
                                                 Name:
                                                 Title:


                                        REID & PRIEST LLP


                                        By: ____________________
                                                 Name:
                                                 Title:


<PAGE>   20


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.







THIS NOTE WAS ORIGINALLY ISSUED ON [          ] AND HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES
LAW. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
HEREIN.


                                                                       EXHIBIT B


                                 PROMISSORY NOTE

$[     ]                                                            [          ]


                  FOR VALUE RECEIVED, Digene Corporation ("Maker") hereby
promises to pay to the order of Murex Diagnostics Corporation or its assigns
(the "Payee") the principal sum of [   ] Dollars ($[   ]), payable in 
installments in the payment schedule provided herein, upon the terms 
hereinafter set forth.

                  The payments to be made hereunder by Maker shall be payable to
the Payee on such dates and in such amounts as follows:


                        [                           ]

         The Maker of this Note shall be entitled to prepay this Note, without
premium or penalty, in whole or in part, at any time.

         All payments under this Note shall be made in lawful currency of the
United States to such place as shall be designated in writing by the Payee, and
without setoff, withholding or counter-claim.

         The following events shall constitute an "Event of Default" hereunder:

                  (a) The failure of Maker to make any payment within thirty
(30) days of the date when due hereunder; or

                  (b) The filing by Maker of a voluntary petition of bankruptcy
or a voluntary petition or answer seeking reorganization, arrangement, or
readjustment of its


<PAGE>   21


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




debts, or any other relief under any applicable bankruptcy laws or insolvency
laws, state, federal, or other, within the United States, or outside the United
States, now or hereafter existing, or any agreement by Maker indicating consent
to, approval or acquiescence in any such petition or proceeding; or

                  (c) The application by Maker or the consent or acquiescence of
Maker in the appointment of a receiver or trustee for all or a substantial part
of any of its properties; or

                  (d) The making by Maker of a general assignment for the
benefit of creditors; or

                  (e) The inability of Maker or the admission of Maker in
writing of its inability to pay its debts as they mature; or

                  (f) The filing of an involuntary petition against Maker
seeking reorganization, arrangement or readjustment of its debts or for any
other relief under any applicable bankruptcy laws or insolvency laws, state,
federal, or other, within the United States or outside the United States, now or
hereafter existing, or the involuntary appointment of a receiver or trustee of
Maker all or a substantial part of its property or assets, or the issuance of a
warrant of attachment, or execution of similar process against a substantial
part of the property of Maker and the continuance of such for sixty (60) days
undismissed or undischarged.

         Upon the occurrence of an Event of Default, as defined herein, at the
option of the Payee or any assignee or holder of this Note and without demand,
presentation, or notice of any kind, any and all of the indebtedness represented
by this Note may be declared and thereupon immediately shall mature and become
due and payable, and the holder may exercise any rights available to the holder
by operation of law. It is agreed that the failure of the Payee to exercise any
right to accelerate the maturity of the indebtedness hereunder, or indulgence
granted, from time to time, shall in no event be considered as a waiver of such
right of acceleration or prevent the Payee from exercising such right.

         Maker will from time to time and at all times hereafter upon every
reasonable request of the Payee do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered all such further acts,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required by the Payee in order to effectively carry out the purposes and intents
evidenced by this Note.

         Time is of the essence in the payment and performance of this Note.

         MAKER HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST AND NOTICE OF
DISHONOR.



<PAGE>   22


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  Upon the occurrence of an Event of Default by Maker hereunder,
Maker shall pay all reasonable attorney's fees, charges and expenses and all
other costs and expenses which may be incurred in the enforcement of this Note.

                  This Note may be transferred only as a whole and not in part.
This Note has not been registered under the Securities Act or any comparable
state securities law.

                  After all amounts payable under this Note have been paid in
full, this Note shall be surrendered to Maker for cancellation and shall not be
reissued.

                  Notices to Maker shall be sent to the following address:

                             Digene Corporation
                             9000 Virginia Manor Road
                             Beltsville, Maryland 20705
                             Attention: President or Executive Vice President

or to such other address as specified in a written notice delivered to the Payee
by Maker.

                  Payments and any notice to the Payee hereunder are to be
delivered to the Payee the following address:

                            Murex Diagnostics Corporation
                            White Park House
                            White Park Road
                            Bridgetown, Barbados
                            Attention: Managing Director

or to such other address or account, in the case of payments, as specified in a
written notice, delivered to Maker by the Payee. Notices sent to either Maker or
the Payee shall be deemed received when delivered personally or two (2) days
after being sent by Federal Express or other internationally recognized
overnight carrier or upon receipt if sent by certified or registered mail.

                  This Note shall be governed as to validity, interpretation,
construction and in all other respects by the laws of the State of Maryland.




<PAGE>   23


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed all as of the date first above written.
                                                    DIGENE CORPORATION


                                                    By:_________________________
                                                    Name:_______________________
                                                    Title:______________________



<PAGE>   24


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.







THIS NOTE WAS ORIGINALLY ISSUED ON [              ] AND HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES
LAW. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH
HEREIN.


                                                                       EXHIBIT C


                                 PROMISSORY NOTE

$[     ]                                                        [              ]


                  FOR VALUE RECEIVED, Digene Corporation ("Maker") hereby
promises to pay to the order of Murex Diagnostics Corporation or its assigns
(the "Payee") the principal sum of [                                     
            ] Dollars ($[     ]), payable in installments in the payment
schedule provided herein, upon the terms hereinafter set forth.

                  The payments to be made hereunder by Maker shall be payable to
the Payee on such dates and in such amounts as follows:


                            [                   ]


         The Maker of this Note shall be entitled to prepay this Note, without
premium or penalty, in whole or in part, at any time.

         All payments under this Note shall be made in lawful currency of the
United States to such place as shall be designated in writing by the Payee, and
without setoff, withholding or counterclaim.

         The following events shall constitute an "Event of Default" hereunder:

                  (a) The failure of Maker to make any payment within thirty
(30) days of the date when due hereunder; or

                  (b) The filing by Maker of a voluntary petition of bankruptcy
or a voluntary petition or answer seeking reorganization, arrangement, or
readjustment of its debts, or any other relief under any applicable bankruptcy
laws or insolvency laws, state,


<PAGE>   25


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




federal, or other, within the United States, or outside the United States, now
or hereafter existing, or any agreement by Maker indicating consent to, approval
or acquiescence in any such petition or proceeding; or

                  (c) The application by Maker or the consent or acquiescence of
Maker in the appointment of a receiver or trustee for all or a substantial part
of any of its properties; or

                  (d) The making by Maker of a general assignment for the
benefit of creditors; or

                  (e) The inability of Maker or the admission of Maker in
writing of its inability to pay its debts as they mature; or

                  (f) The filing of an involuntary petition against Maker
seeking reorganization, arrangement or readjustment of its debts or for any
other relief under any applicable bankruptcy laws or insolvency laws, state,
federal, or other, within the United States or outside the United States, now or
hereafter existing, or the involuntary appointment of a receiver or trustee of
Maker all or a substantial part of its property or assets, or the issuance of a
warrant of attachment, or execution of similar process against a substantial
part of the property of Maker and the continuance of such for sixty (60) days
undismissed or undischarged.

         Upon the occurrence of an Event of Default, as defined herein, at the
option of the Payee or any assignee or holder of this Note and without demand,
presentation, or notice of any kind, any and all of the indebtedness represented
by this Note may be declared and thereupon immediately shall mature and become
due and payable, and the holder may exercise any rights available to the holder
by operation of law. It is agreed that the failure of the Payee to exercise any
right to accelerate the maturity of the indebtedness hereunder, or indulgence
granted from time to time, shall in no event be considered as a waiver of such
right of acceleration or prevent the Payee from exercising such right.

         Maker will from time to time and at all times hereafter upon every
reasonable request of the Payee do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered all such further acts,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required by the Payee in order to effectively carry out the purposes and intents
evidenced by this Note.

         Time is of the essence in the payment and performance of this Note.

         MAKER HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST AND NOTICE OF
DISHONOR.



<PAGE>   26


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                  Upon the occurrence of an Event of Default by Maker hereunder,
Maker shall pay all reasonable attorney's fees, charges and expenses and all
other costs and expenses which may be incurred in the enforcement of this Note.

                  This Note may be transferred only as a whole and not in part.
This Note has not been registered under the Securities Act or any comparable
state securities law.

                  After all amounts payable under this Note have been paid in
full, this Note shall be surrendered to Maker for cancellation and shall not be
reissued.

                  Notices to Maker shall be sent to the following address:

                             Digene Corporation
                             9000 Virginia Manor Road
                             Beltsville, Maryland 20705
                             Attention:  President or Executive Vice President

or to such other address as specified in a written notice delivered to the Payee
by Maker.

                  Payments and any notice to the Payee hereunder are to be
delivered to the Payee at the following address:

                             Murex Diagnostics Corporation
                             White Park House
                             White Park Road
                             Bridgetown, Barbados
                             Attention:  Managing Director

or to such other address or account, in the case of payments, as specified in a
written notice, delivered to Maker by the Payee. Notices sent to either Maker or
the Payee shall be deemed received when delivered personally or two (2) days
after being sent by Federal Express or other internationally recognized
overnight carrier or upon receipt if sent by certified or registered mail.

                  This Note shall be governed as to validity, interpretation,
construction and in all other respects by the laws of the State of Maryland.




<PAGE>   27


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                  IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed all as of the date first above written.
                                                      DIGENE CORPORATION


                                                      By:_______________________
                                                      Name:_____________________
                                                      Title:____________________