##### 



THIS EXHIBIT HAS BEEN REDACTED AND IS THE A SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH * AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Exhibit 10.1

October 24, 2001

Confidential

Heinrich Dreismann, Ph.D.
President and CEO
Roche Molecular Systems, Inc.
4300 Hacienda Drive
Pleasanton, CA 94588



| |  |  | Re:       Amendment No. 2 to Letter Agreement
| |  |  | ---------------------------------------------

Dear Heiner:

On April 29, 2001, Roche Molecular Systems, Inc., a Delaware corporation
and an affiliate of F. Hoffmann-La Roche, Ltd., a corporation organized under
the laws of Switzerland (Roche), and Digene Corporation, a Delaware
corporation (Digene), entered into a letter agreement to set forth the
understanding between Roche and Digene regarding the sale, marketing and
distribution of Digenes Hybrid Capture® HPV products and the negotiation of a
strategic collaboration and relationship, which letter agreement was amended by
the Amendment to the Letter Agreement dated September 7, 2001. The Amendment
to the Letter Agreement dated September 7, 2001 is hereinafter referred to as
Amendment No. 1 and the Letter Agreement dated April 29, 2001 and the Amendment
No. 1 are collectively hereinafter referred to as the Letter Agreement. The
purpose of this letter (Amendment No. 2) is to amend certain terms of the
Letter Agreement to reflect our current agreements and understandings. Upon
execution of this Amendment No. 2 below, each of Digene and Roche agrees to be
bound by the terms and conditions of this Amendment No. 2. All capitalized
terms used in this Amendment No. 2 without definition have the meanings given
to such terms in the Letter Agreement.



| | 1. |  | Distribution. Paragraph 3(c) of the Letter Agreement is
hereby deleted in its entirety and replaced with the following:
| | -- |  | -----------------------------------------------------------------------------------------------------------------------
|
| |    |  | 3.      Distribution.                                                                                                 
|

| | (c) |  | Equipment Buy-Back. In the event
that no agreement is reached under paragraph 6(a), then,
within 30 days after December 31, 2002, Digene shall
have the option to buy back from Roche equipment
purchased by Roche from Digene that is then owned by
Roche and was in use for HPV testing in customers
laboratories on June 30, 2002 at
[***********************************
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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THIS EXHIBIT HAS BEEN REDACTED AND IS THE A SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.
REDACTED MATERIAL IS MARKED WITH * AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.

Heinrich Dreismann, Ph.D.
October 24, 2001
Page 2



| |  |  | **************************************************************]. If such equipment is not purchased by Digene
as described above and if Roche has met all of its
obligations under this Agreement (which obligations do
not include a requirement that any agreement be reached
under paragraph 6(a)), then Digene shall extend the
wind-down period under paragraph 3(b) by an additional
twenty-four months beginning January 1, 2003 and ending
December 31, 2004.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | Status of Letter Agreement. On and after the date of this
Amendment No. 2, the terms and provisions of the Letter Agreement,
except as amended hereby, shall continue in full force and effect.
If a conflict arises between the terms of this Amendment No. 2 and
the terms of the Letter Agreement, the terms of this Amendment No. 2
shall control.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Please indicate your agreement with the terms and conditions of this
Amendment No. 2, by executing this Amendment No. 2 in the space provided below
and returning an executed counterpart of this Amendment No. 2 to me.

| |                                                     
| | ----------------------------------------------------
| | Best Regards,
DIGENE CORPORATION                    
|
| | By: /s/ Evan JonesEvan Jones
Chief Executive Officer

AGREED TO BY:
ROCHE MOLECULAR SYSTEMS, INC.

By: /s/ Heinrich Dreismann, Ph.D.


Heinrich Dreismann, Ph.D.
President and CEO

cc:       Morris Cheston, Jr., Esquire