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                                                                    Exhibit 4.16

                                    AGREEMENT

                                       on

                  ACQUISITION OF SHARES AND SUBSCRIPTION RIGHTS

                                       in

                                  GENOVISION AS

                                       by

                                   QIAGEN N.V.








                                Dated 24 May 2002


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1.   DEFINITIONS ................................................  4

2.   SCOPE ......................................................  6

3.   PRINCIPAL TERMS OF QIAGEN'S OFFER TO ACQUIRE SHARES
     AND SUBSCRIPTION RIGHTS IN GENOVISION ......................  6
     3.1      Initial Purchase Price ............................  6
     3.2      Increase of Initial Purchase Price ................  7
     3.3      Payment of Consideration ..........................  7
     3.4      Additional Consideration ..........................  7
     3.5      Escrow arrangement ................................ 10
     3.6      QIAGEN  employee stock option plan ................ 10
     3.7      The Offer ......................................... 10

4.   CLOSING .................................................... 10
     4.1      Time and place of closing ......................... 10
     4.2      Delivery .......................................... 11
     4.3      Conditions precedent for QIAGEN acquiring the
              Shares and redeeming the Conversion Rights ........ 12

5.   UNDERTAKINGS BY GENOVISION ................................. 12
     5.1      Due Diligence ..................................... 12
     5.2      Assignment of material and Intellectual
              Property Assets contracts ......................... 12
     5.3      Business as usual ................................. 13
     5.4      Active support for acceptance of Offer ............ 13
     5.5      Approval of conversion of the 2002 Convertible
              Loan and transfer of Subscription Rights .......... 13
     5.6      Transfer of rights and license agreement to
              existing and future inventions made by employees .. 13
     5.7      Recommendation .................................... 14
     5.8      Exclusivity ....................................... 14
     5.9      Confidentiality ................................... 14
     5.10     Break-up fee ...................................... 14

6.   UNDERTAKINGS BY THE SELLERS ................................ 14

7.   REPRESENTATIONS AND WARRANTIES OF GENOVISION AND
     THE SELLERS ................................................ 14
     7.1      Power and authority ............................... 15
     7.2      Ownership; Shares and Subscription Rights ......... 15
     7.3      2002 Convertible Loan ............................. 15
     7.4      Accounts .......................................... 15
     7.5      No litigation or undisclosed liabilities .......... 16
     7.6      Intellectual Property ............................. 17
     7.7      Insurance ......................................... 18
     7.8      Taxes ............................................. 18
     7.9      Employees; Employee Benefits; Pensions ............ 19
     7.10     Seller's Disclosure ............................... 19
     7.11     No violation or conflict .......................... 19
     7.12     Consents and approvals ............................ 20
     7.13     Material contracts  and customers ................. 20

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     7.14     Particle Solutions AS ............................. 20
     7.15     Own business decision ............................. 20
     7.16     Lock-up ........................................... 20
     7.17     Information ....................................... 21
     7.18     Residence ......................................... 21

8.   BREACH OF REPRESENTATIONS .................................. 21

9.   WAIVER ..................................................... 22

10.  AUTHORISATIONS ............................................. 22

11.  GOVERNING LAW; VENUE ....................................... 22

12.  TERMINATION ................................................ 23

13.  NOTICES .................................................... 23


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QIAGEN N.V., having its registered offices at Spoorstraat 50, NL-5911 KJ Vennlo,
The Netherlands ("QIAGEN")

and

GenoVision AS, with its registered offices at Frysjaveien 40, N-0884, Oslo,
Norway ("GenoVision")

and the following shareholders of GenoVision (the "Sellers"):

KS TeknoInvest VI, having its registered offices at c/o TeknoInvest Management
AS, Grev Wedels plass 5, 0151 OSLO;

Fritas A/S, having its registered offices at c/o Hoegh Invest A/S, PB 2416
Solli, 0201 OSLO;

Dino AS, having its registered offices at 4387 Bjerkreim;

H0egh Invest AS, having its registered offices at PB 2416 Solli, 0201 OSLO ;

NeoMed Innovation ASA, having its registered offices at Parkveien 55 0256 OSLO;

Pedika Invest AS (former Industriforvaltning AS), having its registered offices
at PB 360, 4663 KRISTIANSAND;

AS Leon, having its registered offices at PB 84, 4801 ARENDAL;

Storebrand Livsforsikring AS, having its registered offices at c/o Storebrand
Alternative Investments ASA, PB 1380 VIKA, 0114 OSLO ;

Svensk-Norsk Industrifond, having its registered offices at PB 344 Sentrum, 0101
OSLO;

Sigurd Waelgaard, Professor Dahlsgt. 25c, 0353 OSLO;

Erik Hornes, Lilleakerveien 9, 0283 OSLO;

Frank Larsen, Gaustadveien 93, 0372 OSLO ;

Olle Olerup, Hasselstigen 1, SE-133 33  Saltsj0baden, Sweden; and

Marten Wigst0l, Solskinnskroken 4, 0375 OSLO;


have on 24 May 2002 entered into the following agreement (the "Agreement"):

1. Definitions

In this Agreement, the following capitalised terms shall have the following
meanings:

"Accepting Shareholders" shall mean all Shareholders disposing of their Shares
under this Agreement or the Offer.

"Accepting Subscription Right Holders" shall mean all holders of Subscription
Rights to sell their Subscription Rights under this Agreement or the Offer.

"Accounts" shall have the meaning ascribed to such term in Clause 7.4.

"Additional Consideration" shall have the meaning ascribed to such term in
Clause 3.4.

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                                                                            5/26

"Agreement" shall mean this agreement, including all exhibits.

"Closing" shall mean the Closing of QIAGEN's acquisition of more than 90% of the
Shares and Subscription Rights as set out in Clause 4.1.

"Closing Date" shall mean the date of Closing as set out in Clause 4.1.

"Escrowed Shares " shall have the meaning ascribed to such term in Clause 3.5.

"Escrow Agent" shall have the meaning ascribed to such term in Clause 3.5.

"Escrow Agreement" shall have the meaning ascribed to such term in Clause 3.5.

"GenoVision" shall mean GenoVision AS, together with its subsidiaries, unless
otherwise stated.

"Initial Purchase Price" shall have the meaning ascribed to such term in Clause
3.

"Intellectual Property Assets" shall have the meaning ascribed to such term in
Clause 7.6.

"Key Employees" shall have the meaning ascribed to such term in Clause 7.9.1.

"Offer" shall mean the offer by QIAGEN to all Remaining Shareholders to acquire
their Shares and Subscription Rights on the same terms and conditions as in this
Agreement.

"Offer Acceptance Period" shall mean the period under which of the Offer may be
accepted, as asset out in the Offer prospectus to be published by QIAGEN.

"QIAGEN" shall mean QIAGEN N.V.

"Qualifying Revenues" shall have the meaning ascribed to such term in Clause
3.4.

"Remaining Shareholders" shall mean all Shareholders not also being Sellers
pursuant to this Agreement.

"Sale" shall mean the acquisition by QIAGEN of more than 90% of the Shares.

"Sellers" shall mean the Shareholders of GenoVision selling Shares pursuant to
this Agreement.

"Shares" shall mean the shares of GenoVision AS.

"Shareholder" shall mean a holder of Shares.

"Subscription Rights" shall mean any options or warrants for any employee or
Shareholder or any other party, giving a right to subscribe for Shares. A
complete list of all outstanding Subscription Rights and holders of Subscription
Rights, including the maximum dilution effect, as of the date of this Agreement
is enclosed as Exhibit 1.

"2002 Convertible Loan" shall mean the subordinated convertible loan of NOK 10
million issued by GenoVision in April 2002, entailing the right of conversion
into 40,061 Shares. A complete list of lenders under the 2002 Convertible Loan
is enclosed as Exhibit 2.

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"Transaction" shall mean the transfer of Shares and Subscription Rights from
Accepting Shareholders and Accepting Subscription Right Holders to QIAGEN under
the terms of this Agreement and the Offer.

"12 Month Period" shall have the meaning ascribed to such term in Clause 3.4.1.

2. SCOPE

(i)     QIAGEN aims at acquiring 100% of the Shares on a fully diluted basis,
        making GenoVision a wholly-owned subsidiary of QIAGEN.

(ii)    As part of the acquisition, QIAGEN shall offer to acquire all
        outstanding Subscription Rights. The terms and conditions offered to the
        holders of Subscription Rights shall leave such holders in the same
        position as if they had exercised their Subscription Rights prior to
        Closing.

(iii)   This Agreement covers the acquisition by QIAGEN of 401,213 Shares and
        32,351 Subscription Rights, representing all outstanding Subscription
        Rights held by the Sellers, including shares to be issued upon a
        conversion of the 2002 Convertible Loan, making QIAGEN the holder of
        more than 2/3 of the Shares on a fully diluted basis.

(iv)    This Agreement is contingent upon:

        (a)     QIAGEN giving an offer to all Remaining Shareholders of
                GenoVision to acquire their Shares on the same terms and
                conditions as in this Agreement;

        (b)     QIAGEN giving an offer to all holders of Subscription Rights not
                being converted prior to Closing to acquire their Subscription
                Rights on the same terms and conditions as in this Agreement;
                and

        (c)     on the final acquisition by QIAGEN of in total more than 90% of
                the Shares on a fully diluted basis, provided that such
                condition is not waived by QIAGEN.

(v)     Exhibit 3 provides an overview of Shares and Subscription Rights
        regulated by this Agreement.

(vi)    The terms and conditions of this Agreement have been agreed to in
        principle in a letter of intent dated 11 April 2002. This Agreement
        replaces said letter of intent.


3.      PRINCIPAL TERMS OF QIAGEN'S OFFER TO ACQUIRE SHARES AND SUBSCRIPTION
        RIGHTS IN GENOVISION

3.1     Initial Purchase Price

        The total initial purchase price for 100% of the Shares outstanding as
        of the date of this Agreement, (in total 510,562 Shares) the total
        initial purchase price to be paid by QIAGEN shall be USD 27 million
        ("Initial Purchase Price"). This Initial Purchase Price will be subject
        to certain adjustments as further specified in Clause 3.2. 50% of the
        adjusted Initial Purchase Price shall be cash consideration and 50%
        shall be common stock of QIAGEN.

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3.2      Increase of Initial Purchase Price

3.2.1    Exercised Subscription Rights

         In the event that any Subscription Rights are exercised prior to the
         Closing Date, the Initial Purchase Price will be increased NOK-by-NOK
         by the aggregate proceeds received by GenoVision from such exercise,
         based on the USD exchange rate of the Norwegian Central Bank as of the
         Closing Date.

3.2.2    Conversion of 2002 Convertible Loan

         The Initial Purchase Price will be increased NOK-by-NOK with the
         increase in equity as a result of a conversion of the 2002 Convertible
         Loan, based on the USD exchange rate of the Norwegian Central Bank as
         of the Closing Date.

3.3      Payment of Consideration

         The Initial Purchase Price payable to the Accepting Shareholders shall
         be reduced by any amount payable to Accepting Subscription Right
         Holders. The Initial Purchase Price to be paid per share shall be the
         adjusted Initial Purchase Price divided by the total number of
         outstanding Shares as of the Closing Date.

         Accepting Subscription Right Holders shall receive a consideration
         equivalent to the market value of the relevant Subscription Right, as
         set out in Exhibit 1, of which 50% will be cash consideration and 50%
         will be QIAGEN common shares.

         The total cash consideration payable shall be paid from QIAGEN to
         Arntzen de Besche Advokatfirma AS as further specified in Clause 4.2.6.

         The number of QIAGEN common shares to be issued to Accepting
         Shareholders and Accepting Conversion Right Holders shall be 50% of the
         Initial Purchase Price divided by the QIAGEN share price, calculated as
         the weighted average of the last 10 days trading price in the period
         between 15 and 5 trading days prior to the Closing Date (as recorded on
         Nasdaq as a closing price for such day) (the "Relevant Trading Days").
         However, the calculated QIAGEN share price shall not be below a floor
         of USD 12.50 and not be above a ceiling of USD 17.50 per share.

3.4      Additional Consideration

3.4.1    In addition to the Initial Purchase Price, the Accepting Shareholders
         and Accepting Subscription Right Holders will be eligible to receive an
         additional consideration of in total USD 3 million (the "Additional
         Consideration"), provided that QIAGEN's consolidated revenues from
         sales of reagents and instruments based on GenoVision's technology
         ("Qualifying Revenues") for the 12 month period beginning on the date
         for the Closing Date (the "12 Months Period") is USD 6.2 million or
         more, provided that the products are sold on regular commercial terms.
         Relevant revenues for calculation at Additional Consideration are
         revenues from:

         (i)      sale of nucleic acid isolation products that as of the date of
                  this Agreement exist in GenoVision's product portfolio
                  (Exhibit 4) and do not exist in QIAGEN's product portfolio as
                  in terms of technology and application

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                                                                            8/26

                  substantially similar products and as evidenced by sales
                  documentation distributed prior to the Closing Date;

         (ii)     sale of nucleic acid isolation products that are part of
                  GenoVision's product development portfolio where the intended
                  and reasonable product launch is within 12 months of the
                  Closing Date ("Development Portfolio") (Exhibit 5); and do not
                  exist in QIAGEN's Development Portfolio as in terms of
                  technology and application substantially similar products and
                  as evidenced by sales or research documentation dated prior to
                  the Closing Date;

         (iii)    sale of nucleic acid isolation products (particles) used as a
                  component of QIAGEN kits, calculated as the pro-rate portion
                  of the sales revenue from the kits, represented by the
                  particles' pro rata portion of the arm's length productions
                  costs, whereby such products or particles did not previously
                  exist in QIAGEN's Development Portfolio or product portfolio
                  as in terms of technology and application substantially
                  similar products and as evidenced as products in QIAGEN's
                  Development Portfolio or product portfolio by documentation
                  dated prior to the Closing Date; and

         (iv)     Nucleic acid isolation services rendered by GenoVision to
                  customers applying technologies or services in GenoVision's
                  product portfolio or Development Portfolio and not existing in
                  QIAGEN's product portfolio or Development Portfolio as in
                  terms of technology and application substantially similar
                  services and as evidenced by sales documentation distributed
                  prior to the Closing Date.

3.4.2    Qualifying Revenues mean the total of the gross consideration received
         by QIAGEN or GenoVision from third parties for products or services as
         defined in 3.4.1, made, used, transferred, sold or otherwise disposed
         of by QIAGEN and its subsidiaries, in any case to be at arms length
         prices, less the sum of the following actual and customary deductions
         (net of rebates or allowances of such deductions received) included in
         the invoice and actually paid: cash, trade, or quantity discounts;
         sales or use taxes imposed upon particular sales; import/export duties;
         transportation charges.

3.4.3    Products eligible for Qualifying Revenues shall be deemed made, used,
         transferred, sold or otherwise disposed of at the time QIAGEN bills,
         invoices, ships or receives payment for such qualified revenue,
         whichever occurs first.

3.4.4    In the event that more than 25% of the instruments based on
         GenoVision's technology that are delivered to customers are leased
         instead of sold, those leased instruments that are in excess of 25% of
         the total number of delivered instruments fully and partly shall be
         treated as having been sold at QIAGEN's regular commercial terms for
         the purpose of calculating Qualifying Revenues.

3.4.5    In the event that Qualifying Revenues are less than USD 6.2 million but
         exceed USD 5.5 million, the Accepting Shareholders and Accepting
         Conversion Right Holders will receive the Additional Consideration set
         forth in Exhibit 6.

3.4.6    The calculation of Qualifying Revenues shall be based on the books and
         records of GenoVision and QIAGEN, including group companies, for the 12
         Month Period, and shall be made available to the Accepting Shareholders
         and Accepting Subscription Right Holders within 6 weeks after the end
         of the 12 Month Period. The books and

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                                                                            9/26

         records shall be in accordance with generally accepted accounting
         principles accurately showing all transactions related to Qualifying
         Revenues. Payment of the Additional Consideration shall take place not
         later than 14 months after the Closing Date.

3.4.7    If required by more than either 10 Accepting Shareholders or Accepting
         Shareholders who have disposed of in total more than 1/3 of the Shares,
         QIAGEN and the Accepting Shareholders, respectively, shall appoint one
         independent auditor with sufficient industry knowledge each, to conduct
         two independent recommendations on the determination of Qualifying
         Revenues. If not otherwise agreed by the parties, the average of the
         two recommendations of Qualifying Revenues shall be the final and
         binding in relation to determination of the Additional Consideration.
         If any such group of Accepting Shareholder or Accepting Subscription
         Right Holder require an audit of the Qualifying Revenues and the
         accounts on which it is based, such Accepting Shareholder or Accepting
         Subscription Right Holder must do so within one month of receipt of the
         calculation of the Qualifying Revenues. If an audit is requested by any
         Accepting Shareholder or Accepting Subscription Right Holder, it shall
         be regarded as requested on behalf of all Accepting Shareholders and
         Accepting Subscription Right Holders and with effect for all Accepting
         Shareholders and Accepting Subscription Right Holders, and shall be
         completed within one month. Payment shall be made on the basis of such
         audit within 10 days after the audit has been made available to QIAGEN.
         The audit shall be paid for by all Accepting Shareholders and Accepting
         Subscription Right Holders, by means of a reduction of the Additional
         Consideration, unless the deviation of the Qualifying Revenues as
         calculated by QIAGEN and as audited exceeds 10%. If the Additional
         Consideration to be paid by QIAGEN to the Accepting Shareholders and
         Accepting Subscription Right Holders is not sufficient to cover the
         audit fees, the Accepting Shareholders and Accepting Subscription Right
         Holders shall pay such balance to the auditors directly.

3.4.8    The Additional Consideration shall be payable in cash or QIAGEN common
         shares, or some combination of cash and shares, as determined by QIAGEN
         in its sole discretion. The number of any QIAGEN common shares to be
         issued shall be based on the QIAGEN share price, calculated as the
         weighted average of the last 10 days trading price in the period
         between 15 and 5 trading days prior to the date on which payment of the
         Additional Consideration is due.

3.4.9    Any Additional Consideration payable in cash shall be paid to Arntzen
         de Besche Advokatfirma AS, to such bank account as set out in Clause
         4.2.5, who in turn shall transfer the Additional Consideration to
         Accepting Shareholders and Accepting Subscription Right Holders based
         on their pro-rata share of the Shares and Subscription Rights on a
         fully diluted basis, less any taxes required withheld by GenoVision.
         Any Additional Consideration payable in QIAGEN common shares shall be
         transferred to Den norske Bank on behalf of each Accepting Shareholder
         and Accepting Subscription Right Holder.

3.4.10   In the event that payment of the Additional Consideration give rise to
         any additional payment to SG Cowen, Arntzen de Besche Advokatfirma AS
         and/or others, such amount(s) must be covered by the Additional
         Consideration, whereby QIAGEN or GenoVision shall only be responsible
         for such consideration as was invoiced to QIAGEN prior to its paying
         out the Additional Consideration to Accepting

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         Shareholders and Accepting Subscription Right Holders, and insofar such
         Additional Consideration amount is sufficient to cover such fees, and
         the remainder should be covered by the Accepting Shareholders and
         Accepting Subscription Right Holders directly on a pro-rata basis.

3.4.11   Neither QIAGEN nor GenoVision shall be responsible for the payment to
         SG Cowen for services directly or indirectly related to this
         transaction.

3.5      Escrow arrangement

3.5.1    20% of the QIAGEN common stocks being issued as part of the Initial
         Purchase Price and payment to Accepting Conversion Right Holders shall
         be held by a trustee appointed by QIAGEN (the "Escrow Agent") in an
         escrow account (the "Escrowed Shares"), as the sole provision for any
         claims made against GenoVision relating to the business or activities
         of GenoVision or its subsidiaries prior to the Closing Date, including
         any matters relating to any material breach of the representations and
         warranties set out in Clause 8. However, the Escrowed Shares shall not
         be the sole source of indemnification for any claims relating to the
         2002 Convertible Loan or arising from the fraud of GenoVision or any
         Accepting Shareholder or Accepting Subscription Right Holder.

3.5.2    A separate Escrow Agreement has been entered into between the Sellers,
         QIAGEN and the Escrow Agent at the date of this Agreement. The Escrow
         Agreement is enclosed as Exhibit 7. Shareholders and holders of
         Subscription Rights not being Sellers accepting the Offer, shall be
         required to become parties to the Escrow Agreement through acceptance
         of the Offer.

3.6      QIAGEN employee stock option plan

         QIAGEN's management will propose to its supervisory board that employee
         stock options be issued to those employees of GenoVision who meet the
         standard criteria for such options grants at QIAGEN.

3.7      The Offer

         The Qiagen common stock are not and will not be offered to persons who
         are established, domiciled or have their residence in the Netherlands.
         The offer of the Qiagen common stock, each announcement thereof and
         this Agreement comply with the law and regulations of any State where
         persons to whom the offer is made are resident.

4.       Closing

4.1      Time and place of closing

         The Closing of the Sale ("Closing") shall take place on 14 June 2002
         ("Closing Date"), at the offices of Wikborg, Rein & Co., Kronprinsesse
         Marthas plass 1, Oslo, or at such

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         other time and place as the parties may agree, provided that all
         conditions precedent to completing the Transaction have been fulfilled.

4.2      Delivery

         At the Closing each of QIAGEN and the Accepting Shareholders shall
         deliver the following documents, and if applicable, other documents as
         stated in a closing memorandum, which shall be agreed to prior to
         Closing:

         By the Accepting Shareholders

4.2.1    Evidence of electronic share transfer (transfer from the relevant
         accounts in VPS (Norwegian Central Securities Depository) of the Shares
         sold by each Accepting Shareholder, free of any restrictions, to
         QIAGEN's VPS account. 50% of the Shares can be held in escrow until
         payment has been received in form of QIAGEN common shares.

         By GenoVision

4.2.3    Statement from the board that each of the undertakings in Clause 5 have
         been fulfilled, with factual description, comments and required
         documentation.

4.2.4    Confirmation of fee arrangement with SG Cowen and delivery of
         confirmation by SG Cowen, Arntzen de Besche Advokatfirma AS,
         PricewaterhouseCoopers DA, Wiersholm, Mellbye & Bech, Tofte & Co and
         Den norske Bank on total fee amount.

4.2.5    Sales and research documentation as set out in Clause 3.4.1.

         By QIAGEN

4.2.6    Irrevocable transfer instructions of the cash amount under the Initial
         Purchase Price, as adjusted, plus total cash amount payable to
         Accepting Conversion Right Holders, to client account No. 7020.05.04133
         with Arntzen de Besche Advokatfirma AS. Upon receipt, Arntzen de Besche
         Advokatfirma AS will transfer the Initial Purchase Price, reduced by
         any amounts payable to SG Cowen whereby such amounts shall fully
         satisfy any claim from SG Cowen against QIAGEN or GenoVision related to
         this transaction; Arntzen de Besche Advokatfirma AS;
         PricewaterhouseCoopers DA; Wiersholm, Mellbye & Bech, Tofte & Co and
         Den norske Bank for services directly or indirectly related to the
         Transaction to the bank accounts nominated for each Seller and
         according to the acceptance forms under the Offer are nominated for
         each Accepting Shareholders and Accepting Conversion Right Holder. The
         reduction shall be for the account of each Accepting Shareholder and
         Accepting Conversion Right Holder in proportion of their deemed
         shareholding in GenoVision on a fully diluted basis.

4.2.7    Copy of proof of issuance of QIAGEN common stock to each Accepting
         Shareholder and Accepting Subscription Right Holder, with an
         undertaking to deliver stock certificates within 25 days after Closing.

4.2.8    Instruction to the Escrow Agent in conformity with Clause 3.5 and the
         separate Escrow Agreement as regards the Escrowed Shares.


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4.3      Conditions precedent for QIAGEN acquiring the Shares and redeeming the
         Conversion Rights

         The following preconditions to Closing, of which any or all may be
         waived by QIAGEN, shall apply:

4.3.1    All Sellers as well as GenoVision shall have validly adhered to this
         Agreement, enabling QIAGEN to acquire more than 90% of the Shares on a
         fully diluted basis.

4.3.2    QIAGEN shall through this Agreement and the Offer have received
         irrevocable acceptances for Shares and Subscription Rights representing
         more than 90% of the Shares on a fully diluted basis.

4.3.3    A conversion of the 2002 Convertible Loan shall have been completed.

4.3.4    For matters of Dutch law, Closing shall not occur until necessary
         approvals from the supervisory board of QIAGEN have been obtained. Such
         approvals shall not unreasonably be withheld.

4.3.5    QIAGEN shall be satisfied that the undertakings by GenoVision and the
         Sellers in this Agreement have been reasonably fulfilled and adhered
         to; that no material adverse changes in the business of GenoVision have
         taken place up to the Closing Date; and that the representations and
         warranties set forth in this Agreement are true and correct in any
         material respect as of the Closing Date.

4.3.6    The due diligence performed by QIAGEN pursuant to Clause 5.1 shall have
         been completed.

4.3.7    The board and the management of GenoVision shall have used all
         reasonable efforts in order to persuade all holders of Subscription
         Rights to accept the Offer.

4.3.8    The current key employees of GenoVision, as set out in Exhibit 8, shall
         have taken no steps to leave the Company or induce others to leave the
         Company prior to Closing, and have valid employment contracts with
         GenoVision, except as may be agreed to by QIAGEN, except Peter Simmons,
         who has informed that he will leave by year-end 2002.

5.       UNDERTAKINGS BY GENOVISION

5.1      Due Diligence

         GenoVision will assist QIAGEN in completing a legal, financial, tax and
         technical due diligence of GenoVision until Closing, and shall sign a
         statement of accuracy and completeness with respect to information
         given.

5.2      Assignment of material and Intellectual Property Assets contracts

         GenoVision shall ensure that all necessary assignments of material
         contracts as set out in Exhibit 9 and relevant Intellectual Property
         Assets set out in Exhibit 10; all

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                                                                           13/26

         necessaryapprovals to market the products listed in Exhibit 4 in the
         name of QIAGEN; as well as any other necessary third party consents and
         approvals have been obtained prior to Closing. Such approvals shall be
         granted unconditionally, including no negative changes to the terms and
         conditions of contracts.

5.3      Business as usual

         The board and the management of GenoVision warrant and undertake that
         they will ensure that GenoVision, until QIAGEN has nominated a majority
         of the board members of GenoVision, will not take any action outside of
         the ordinary course of business of GenoVision or its subsidiaries,
         including not enter into agreements or undertake any acquisitions, sale
         or transfer of subsidiaries or material assets of GenoVision or any of
         its subsidiaries; make or propose any amendments or changes to the
         articles of association of GenoVision or its subsidiaries or propose to
         the Shareholders to declare any dividend. No new Shares, option or
         warrants or similar securities or undertakings shall be issued,
         proposed to be issued, exercised, converted or entered into, except for
         conversion of the 2002 Convertible Loan.

5.4      Active support for acceptance of Offer

         The board and the management of GenoVision shall use all reasonable
         efforts in order to persuade all Shareholders and holders of
         Subscription Rights to accept the Offer.

5.5      Approval of conversion of the 2002 Convertible Loan and transfer of
         Subscription Rights

         GenoVision shall as soon as possible after signing of this Agreement
         arrange an extraordinary general meeting, which shall approve exercise
         of GenoVision's option to convert the 2002 Convertible Loan into Shares
         and the transfer of Subscription Rights to QIAGEN.

5.6      Transfer of rights and license agreement to existing and future
         inventions made by employees

         GenoVision shall employ necessary agreements and other arrangements to
         ensure that all intellectual property rights to relevant existing and
         future inventions made by employees irrevocably be transferred to
         GenoVision. Exhibit 11 sets out a description of GenoVision's
         arrangements for transfer of inventions from its employees, as well as
         a list of inventions that have been transferred to GenoVision through
         agreements already signed.

         GenoVision shall enter into an agreement with Frank Larsen and Marianne
         Skanseng, whereby the exclusive license agreement between such persons
         and GenoVision is assigned to QIAGEN.

<PAGE>

                                                                           14/26

5.7      Recommendation

         The board of GenoVision will issue a statement to the Remaining
         Shareholders, to be included in the Offer prospectus, confirming that
         it recommends the Shareholders and Subscription Right Holders to accept
         the Offer.

5.8      Exclusivity

         GenoVision and the members of the board and management of GenoVision
         each and individually agree to refrain from taking any action to
         discuss any transaction which would conflict with the consummation of
         the Transaction until the Closing Date, and agree to inform QIAGEN
         should any third party make contact with GenoVision for the purpose of
         discussing any transactions which could potentially conflict with such
         transactions.

5.9      Confidentiality

         GenoVison, its management and the Sellers each and individually agree
         to keep all information of non-public nature which it has received on
         QIAGEN strictly confidential, and shall make no use of any proprietary
         information received. Accordingly, QIAGEN agrees to keep all
         information of non-public nature which it has received on GenoVision or
         any of the Sellers strictly confidential, and shall make no use of any
         proprietary information received. Neither party shall make any public
         information regarding this transaction except pursuant to prior
         agreement, except as may be required by law or stock exchange
         regulations. The confidentiality obligation under this Clause 5.9 shall
         remain in force regardless of whether this Agreement is terminated.

5.10     Break-up fee

         Should GenoVision, any member of GenoVision's board or management, or
         any of the Sellers take any action which would conflict with the
         consummation of the Transaction with the effect that the Closing does
         not occur within 30 July 2002, then GenoVision shall pay to QIAGEN a
         fee of USD 2 million in cash.

6.       Undertakings by the sellers

         The Sellers undertake to, in the period from the date of this
         Agreement, until the Shareholders have elected new board members
         nominated by QIAGEN, to vote at shareholders meetings in a manner that
         is consistent with the interest of QIAGEN and the consummation of this
         Agreement.

7.       Representations and warranties of GenoVision and the sellers

         GenoVision and the Sellers, on a joint and several basis (unless
         otherwise expressly stated herein) hereby make the following
         representations and warranties:

<PAGE>

                                                                           15/26

7.1      Power and authority

         GenoVision represents and warrants, and each of the Sellers represent
         and warrant on its own behalf only, that the execution, delivery and
         performance of this Agreement by GenoVision and such Seller and
         consummation of the sale of Shares contemplated hereby have been duly
         and validly authorised by all requisite action, and that no other
         action is necessary to authorise the execution, delivery or performance
         of this Agreement.

7.2      Ownership; Shares and Subscription Rights

         All Shares have been duly authorised, validly issued and fully paid.
         The Sellers own all right, title and interest in and to the Shares. On
         the Closing Date, the Seller will assign, transfer and deliver good and
         valid title to the Shares to QIAGEN, free and clear of any liens. There
         are no outstanding bonds, convertible bonds, options, pre-emptive
         rights or warrants of any kind issued by Seller or GenoVision to any
         person to purchase or otherwise acquire any of the shares, except for
         the Subscription Rights and the 2002 Convertible Loan.

         All Subscription Rights have been duly authorised and validly granted.
         The Sellers transferring Subscription Rights under this Agreement own
         all right, title and interest in and to such Subscription Rights, and
         have all rights to transfer such Subscription Rights, which is
         confirmed by GenoVision's signature on this Agreement, save for
         necessary approval from the general meeting as set out in Clause 5.5,.
         On the Closing Date, the Seller will assign, transfer and deliver good
         and valid title to the Subscription Rights to QIAGEN, free and clear of
         any liens.

7.3      2002 Convertible Loan

         All Shareholders that had a right to subscribe to the 2002 Convertible
         Loan have been informed of their right to subscribe to the loan,
         including the fact that the board and management of GenoVision were in
         discussions with an unnamed party to purchase the Shares. The Sellers
         warrant that no claims can be made against GenoVision or its board of
         directors by any Shareholder as a result of the subscription or
         issuance of the 2002 Convertible Loan. The Sellers undertake to
         indemnify GenoVision and/or QIAGEN should any Shareholder put forward
         any claim related to the issue of the 2002 Convertible Loan.

7.4      Accounts

7.4.1    Accounting principles

         The audited annual report for 2001 (the "Accounts"), of which a copy is
         attached as Exhibit 12, as well as the year-end audited accounts for
         the preceding two financial years, have been prepared in accordance
         with Norwegian GAAP applied in accordance with good audit practice and
         consistently with previous practice, and correctly represent the
         financial condition of the GenoVision and its subsidiaries and the
         result of the operations of the business and the cash flow for the
         relevant periods.

<PAGE>

                                                                           16/26

7.4.2    Accounts receivable

         All accounts receivable in respect of GenoVision reflected in the
         Accounts are valid receivables, are not subject to counterclaims and
         set offs, and are collectible in accordance with their terms, except to
         the extent that such accounts receivable have been included in the bad
         debt reserve reflected in the Accounts.

7.4.3    Trade debts

         All trade debts accounted for as such in any financial document
         referred to above, are normal trade debts incurred in the normal course
         of business on normal terms relevant thereto, and are fully payable and
         not overdue.

7.4.4    Inventories

         All inventories are in good condition and saleable save to the extent
         provided for in the Accounts.

7.4.5    Dividends etc.

         No dividend or other distribution has been or will be declared or paid
         by the GenoVision.

7.4.6    Other liabilities

         Other than GenoVision's obligation to debt finance Particle Solutions
         AS with up to NOK 8.4 million, of which NOK 2,345,000 has been paid as
         of 21 May 2002, there are no liabilities under any financial guarantee
         or any liabilities other than normal warranty claims in respect of
         products manufactured or sold or services or work performed by
         GenoVision for which adequate and appropriate reserves have been
         provided in the Accounts. No claims have been filed or threatened in
         connection or with any matter related to GenoVision's business and
         operations, be it from any governmental authority, customers,
         suppliers, distributors, agents or any other party with GenoVision or
         any of its subsidiaries may have a contractual or non-contractual
         relationship.

7.5      No litigation or undisclosed liabilities

7.5.1    No undisclosed liabilities

         There are no liabilities of GenoVision or any of its subsidiaries,
         whether accrued, contingent, absolute, determined, determinable or
         otherwise, and there is no existing condition, situation or
         circumstances which could reasonably be expected to result in such a
         liability, other than:

         (i)      liabilities disclosed or provided for in the Accounts;

         (ii)     liabilities incurred in the ordinary course of business
                  consistent with past practice since the incorporation, which
                  in the aggregate are not material to the business and/or
                  operation of GenoVision or any of its subsidiaries; and

         (iii)    liabilities explicitly excluded in other representations and
                  warranties in this Clause 7.

<PAGE>

                                                                           17/26

         Neither GenoVision nor any of its subsidiaries has extended any
         warranties outside what is usual in the type of business run by the
         relevant company.

7.5.2    Litigation

         There are no claims, actions, suits, litigation or proceedings pending,
         expected or threatened against or affecting GenoVision or any of its
         subsidiaries or any of its properties or other assets before any court,
         arbitrator or any administrative body or governmental authority, nor is
         there any qualified basis for any such claim, action, suit, litigation
         or proceeding, except as follows from Exhibit 13.

7.6      Intellectual Property

7.6.1    Exhibit 10 contains a complete and accurate list of all patents,
         registered trademarks and registered designs, and any other
         intellectual property rights owned, used or licensed by GenoVision as
         licensee or licensor (collectively, the "Intellectual Property
         Assets").

7.6.2    To the best of GenoVision's and the Sellers' knowledge, GenoVision is
         not infringing on other intellectual property rights of third parties,
         and have not been informed by any party that there is a threat that
         they are infringing on any such intellectual property rights. To the
         best of GenoVision's and the Sellers' knowledge, GenoVision's intended
         business prospects will not infringe on other intellectual property
         rights of third parties, and GenoVision's and the Sellers have not been
         informed by any party that there is a threat that they will infringe on
         any such intellectual property rights.

7.6.3    Except where otherwise indicated in Exhibit 10, GenoVision is the owner
         of all right, title and interest in and to all intangible assets and
         each of the Intellectual Property Assets within (where applicable) its
         registered trademark classification in the relevant country, free and
         clear of all liens and encumbrances and other adverse claims and has
         the right to use all of the Intellectual Property Assets without
         payments to a third party.

7.6.4    The right of GenoVision to own, use or license the Intellectual
         Property Assets has not been infringed by any third party and no such
         infringement is threatened, nor will such rights be affected by the
         transfer of the shares to QIAGEN, except as follows from Exhibit 10,
         however GenoVision shall have ensured the transfer of such Intellectual
         Property Assets in Exhibit 10 prior to the Closing Date. Neither the
         use of any Intellectual Property Asset nor the operations of any of
         such infringe, nor are they likely to infringe, any rights held by any
         third party. No claims have been made or threatened by any third party
         alleging infringement and there is no qualified basis for such claim.

7.6.5    No Intellectual Property Asset is subject to any outstanding order,
         judgement, decree, stipulation or agreement restricting the use thereof
         by GenoVision or restricting the licensing thereof by GenoVision to any
         person. GenoVision has not entered into any agreement to indemnify any
         other person against any charge of infringement of any patent,
         trademark, service mark or copyright, except in license agreements
         disclosed to QIAGEN and its advisers as part of the due diligence
         review and listed in Exhibit 10.

<PAGE>

                                                                           18/26

7.6.6    GenoVision has taken all reasonable steps to protect and preserve its
         Intellectual Property Assets and to secure its ownership thereof,
         including, but not limited to, entering into appropriate agreements
         with all of its employees and contractors relating to the protection of
         confidential information and the assignment of intellectual property to
         GenoVision. Except under confidentiality obligations, there has been no
         material disclosure by GenoVision of GenoVision's confidential
         information or trade secrets.

7.7      Insurance

7.7.1    GenoVision is adequately insured against accidents, damage, injury,
         third party loss (including without limitation, product liability),
         loss of profits and any other risk normally insured against by a person
         operating the types of business operated by the GenoVision and its
         subsidiaries, and such insurance will remain in force at least up to
         and including one month after the Closing Date, as set out in Exhibit
         14.

7.7.2    The insurance policies covering GenoVision and its subsidiaries as
         presently in effect, shall following the Closing continue to cover any
         and all incidents or matters, liabilities or other exposures as shall
         fall within the scope of their coverage to the extent it covers the
         period after Closing for the benefit of GenoVision and its
         subsidiaries.

7.8      Taxes

7.8.1    Tax returns

         All tax returns that are required to be filed by each GenoVision and
         its subsidiaries have been filed on time, and are true, correct, and
         complete in all respects.

7.8.2    Compliance with tax rules

         GenoVision and its subsidiaries have complied in all respects with all
         their obligations relating to taxes imposed on it by the applicable
         laws and has timely paid or made provision for the payment of, as the
         Accounts reflects, all taxes that have or may become due pursuant to
         all tax returns properly filed or as shall otherwise have been
         incurred, or as may be levied by any assessment received by GenoVision
         and its subsidiaries. There is no tax-related litigation, proceedings
         or claims pending or threatened against GenoVision, except for a
         possible claim relating to a loan granted by GenoVision to GenoVision
         VertriebsgesmbH which may result in an excess payment of maximum EUR
         10,000 including penalty charges

7.8.3    Withholding taxes

         All taxes that GenoVision and its subsidiaries are required by
         applicable statutes, rules or regulations to withhold or collect have
         been duly withheld or collected and, to the extent required, have been
         paid to the proper governmental authority or other person.

7.8.4    No tax liability for Accepting Shareholders or Accepting Subscription
         Right Holders Neither QIAGEN, including any of its subsidiaries,
         GenoVision nor any of its subsidiaries will have any remaining
         obligations to the any of the Accepting Shareholders or Accepting
         Subscription Right Holders or any affiliate to Accepting Shareholders
         or Accepting Subscription Right Holders in respect of taxes, including,

<PAGE>

                                                                           19/26

         without limitation to, any obligation to pay any amount to any person
         arising from any tax reassessment.

7.8.5    Correctness of accounts

         The tax matters set forth in the Accounts are true and complete.

7.9      Employees; Employee Benefits; Pensions

7.9.1    Key employees

         Exhibit 8 contains a list of the names and the total compensation of
         each member of the management and key employees, including key
         scientists, of GenoVision and its subsidiaries.

7.9.2    Employment contracts

         GenoVision and its subsidiaries have proper and standardised employment
         contracts in effect for all employees.

         GenoVision as wells as its subsidiaries have in any material respect
         complied with all relevant employment laws.

7.9.3    Employee plans

         None of the key employees or any of the directors are entitled to any
         other benefit than those set out in Exhibits 8 and 15.

         None of the employee plans will be amended or discontinued prior to the
         Closing Date without the prior written consent of QIAGEN.

7.9.4    No termination or severance payment

         Neither the signing of this Agreement nor the Transaction will not
         trigger any termination or severance payment obligations or other
         liabilities to any employee on neither GenoVision nor any of its
         subsidiaries.

7.10     Seller's Disclosure

         No representation or warranty by the Sellers in this Agreement, and no
         certificate or statement furnished or to be furnished to QIAGEN
         pursuant to this Agreement or in any exhibit, contains or shall contain
         any untrue statement of fact material to the Transaction, or omit any
         fact material to the Transaction, rendering such statement misleading
         in any respect relevant to the Transaction except as shall be
         immaterial.

7.11     No violation or conflict

         Neither the entry into this Agreement nor the consummation of the
         Transaction will result in any

         (i)      violation of any legally binding provisions;

         (ii)     breach of, or constitute a default under, nor give rise to a
                  right of termination or acceleration of, any instrument or
                  agreement; or

<PAGE>

                                                                           20/26

         (iii)    violation of any material or relevant permit concession or
                  grants held by GenoVision or any Seller.

7.12     Consents and approvals

         No application or notice to, filing with, or consent, authorization or
         approval of, or license, permit, registration, declaration or exemption
         by any third party or any governmental authority is required of
         GenoVision or any Seller in connection with the execution and
         performance of this Agreement, which are to be obtained prior to
         Closing Date or as expressly set forth in this Agreement, except for
         mandatory notice to the Ministry of Trade and Industry. No shareholder
         agreement or other instrument is in force, restricting the sale of the
         Shares or making it subject to any approval, other act or similar
         caveats. The shareholders' agreement between KS TeknoInvest VI, NeoMed
         Innovation ASA, Erik Hornes, Frank, Larsen and Marten Wigst0l shall
         become null and void with effect from the date of this Agreement, by
         such persons signatures on this Agreement.

7.13     Material contracts and customers

7.13.1   Exhibit 9 contains a list of the material contracts of GenoVision; all
         of which are validly entered into and in full force and effect. Neither
         GenoVision nor any of the parties to such contracts are in default of
         such contracts.

7.13.2   Exhibit 16 contains a list of the ten largest customers and ten largest
         suppliers of GenoVision in 2001 and 2002. GenoVision's relations with
         such customers and suppliers are good, and GenoVision is not aware of
         any customers or suppliers considering to terminate their relationship
         with GenoVision after the Closing.

7.14     Particle Solutions AS

         GenoVision has no undisclosed obligations or liabilities to Particles
         Solutions AS, such as an obligation to purchase products, except as set
         out in Clause 7.4.6.

7.15     Own business decision

         Each of the Sellers and GenoVision hereby confirm that they enter into
         this Agreement and the basis of their own business decision, and that
         the acquisition of shares in QIAGEN is based on publicly available
         information only, including www.qiagen.com or QIAGEN's filings with the
         United States SEC.

7.16     Lock-up

         The Sellers undertake not to sell or otherwise dispose of any of the
         QIAGEN common shares received under this Agreement for a period of six
         months from the Closing Date.

<PAGE>

                                                                           21/26

         Each certificate representing QIAGEN common shares being issued under
         this agreement shall bear a legend, prominently stamped or printed
         thereon, reading substantially as follows:

                  "The securities are subject to certain restrictions on
                  transfer specified in the Agreement for the Acquisition of
                  Shares and Subscription Rights of GenoVision AS by QIAGEN N.V.
                  dated as of May ___, 2002, a copy of which may be obtained
                  from QIAGEN N.V. by written request."

         QIAGEN agrees to remove such legend reasonably promptly upon request of
         the registered holder thereof following _____, 2002. Until _____, 2002,
         QIAGEN, at its discretion, may cause stop transfer orders to be placed
         with its transfer agent with respect to certificates for QIAGEN common
         shares issued under this Agreement.

7.17     Information

         GenoVision and the Sellers hereby represent and warrant that all
         material relevant information, whether public or non-public, pertaining
         to the Transaction has been offered to QIAGEN in connection with the
         due diligence process performed by QIAGEN and its advisors as well as
         in connection with the entering into of this Agreement, and that all
         information given in any material respect is accurate and truthful and
         in conformity with the facts.

7.18     Residence

         Each Seller represents and agrees that it is established, domiciled or
         has its residence outside the Netherlands.

8.       BREACH OF REPRESENTATIONS

8.1      To the extent that QIAGEN decides to make a claim on the basis of
         breach of the representations and warranties stated herein or on the
         basis of breach of undertakings made by Sellers or GenoVision, such
         claim shall be made in writing to the Escrow Agent stating the reasons
         for the claim and the size of the claim. Any claim must be made within
         the 12 Month Period.

8.2      Any amount payable as result of a claim as set out in Clause 8.1 shall
         be made with, and maximized to the value of, the Escrowed Shares. The
         Escrowed Shares shall, however, not be the sole source of
         indemnification for any claims relating to the 2002 Convertible Loan or
         arising from the fraud or gross negligence of GenoVision or any Seller.

8.3      The procedures for accepting, contesting and settling a claim shall be
         further described in the Escrow Agreement.

8.4      No Accepting Shareholder or Accepting Conversion Right Holders can seek
         recourse against GenoVision for any reduction in the Initial Purchase
         Price or Additional Consideration as a result of any claim relating to
         breach of undertakings, representations and warranties stated in this
         Agreement, or against GenoVision or

<PAGE>

                                                                           22/26

         QIAGEN related to matters in connection with the issuance and
         conversion of the 2002 Convertible Loan.

9.       WAIVER

         QIAGEN may in its sole discretion chose to waive, in whole or in part,
         any of the preconditions of QIAGEN for Closing, or any of the
         undertakings or representations and warranties of Sellers and
         GenoVision.

10.      AUTHORISATIONS

10.1     By signing this Agreement, the Sellers and QIAGEN appoint Den norske
         Bank to act as agent with respect to the transfer of Shares against
         QIAGEN common shares (except the Escrowed Shares), in accordance with
         the settlement terms in this Agreement, including blocking the Shares
         on each of the Sellers' VPS account. All Sellers undertake to complete
         and sign the acceptance form under the Offer, which will regulate the
         settlement in detail, within the expiry of the Offer Acceptance Period.

10.2     By signing this Agreement, QIAGEN instructs Den norske Bank to block
         50% of the Shares on QIAGEN's VPS accountuntil Den norske Bank has
         received QIAGEN common shares on behalf of the Accepting Shareholders
         and Accepting Subscription Right Holders in accordance with Clause
         3.2.3 (less any Escrowed Shares) or otherwise been instructed by
         Arntzen de Besche to unblock the Shares.

10.3     By signing this Agreement, the Sellers appoint Den norske Bank to act
         as their custodian with respect to QIAGEN common stock share
         certificates to be received under this Agreement, including receiving
         any dividends or other distributions on behalf of the Sellers, for
         their own expense. Den norske Bank shall ensure that all Sellers comply
         with the lock-up obligations as set out in Clause 7.16. Each of the
         Sellers mayat any time following Closing require their respective
         QIAGEN common stock share certificates delivered back from Den norske
         Bank or transferred to another other custodian appointed by the
         relevant Seller.

11.      GOVERNING LAW; VENUE

         This Agreement shall be governed by the laws of Norway. Any dispute,
         controversy or claim arising out of or relating to this agreement or
         the breach, termination or invalidity thereof shall be settled by
         arbitration pursuant to the Norwegian Act on Civil Procedure, chapter
         32. The arbitration tribunal shall consist of three arbitrators, one of
         whom is appointed by QIAGEN and one of whom is appointed by the
         majority of the Accepting Shareholders and Accepting Subscription Right
         Holders (based on the pro-rata portion of the Shares and Subscription
         Rights). The arbitrators so appointed shall joint appoint the third
         arbitrator to act as chairman. The arbitration shall be held in Oslo,
         and the arbitration proceedings may be conducted in the English
         language if requested by one of the parties.

<PAGE>

                                                                           23/26

12.      TERMINATION

12.1     This Agreement may be terminated by QIAGEN if by the end of the Offer
         Acceptance Period has not received irrevocable acceptances from
         Shareholders and holders of Subscription Rights representing more than
         90% of the Shares on a fully diluted basis.

12.2     This Agreement may be terminated by any party upon material breach of
         the obligations of the other party under this Agreement, or if Closing
         does not occur within 31 July 2002 due to breach of any of the
         conditions to Closing, as set out in Clause 4, by the other party.

13.      NOTICES

         All notices, requests or other communication, which shall be in the
         English language, shall be deemed, duly given or made when delivered by
         mail, e-mail, facsimile or courier to the party in question as follows:

         If to QIAGEN:     QIAGEN N.V.
                           Att: Managing Board
                           Spoorstraat 50
                           5911 KJ Venlo
                           The Netherlands

         If to GenoVision: Frysjaveien 40
                           N-0884 Oslo
                           Norway

         If to Sellers:    Arntzen de Besche
                           Att: Cecilie Ask
                           P.O. Box. 1424 Vika
                           N-0115 Oslo
                           Norway

                                     ******


<PAGE>

                                                                           24/26

This Agreement has been signed in two - 2 - copies, of which QIAGEN and one of
the Sellers, as appointed by the Sellers, keep one each.

In witness hereof the parties hereto have duly executed this Agreement as of the
day and year stated below.

Hilden, 24 May 2002                             Oslo, 24 May 2002

Signed for and on behalf of                     Signed for and on behalf of

QIAGEN N.V.                                     GenoVision AS

/s/ Peer Schatz                                 /s/ 0yvind Fylling Jensen
----------------------                          -------------------------
Peer Schatz                                     0yvind Fylling Jensen
                                                Chairman

                                                /s/ Lars Hoven
                                                ---------------------
                                                Lars Hoven
                                                Board member


Oslo, 24 May 2002
KS TeknoInvest VI                               Fritas A/S

/s/ Andreas Mollatt
----------------------                          ----------------------
Andreas Mollatt



Hoegh Invest AS                                 NeoMed Innovation ASA

                                                /s/ Erik Amble
----------------------                          ----------------------
                                                Erik Amble (b.a.)


Pedica Invest AS                                AS Leon

/s/ Nicolai Jarlsby                            /s/ Nicolai Jarlsby
--------------------------                      --------------------------
Nicolai Jarlsby (b.a.)                          Nicolai Jarlsby (b.a.)

<PAGE>

                                                                           25/26

Storebrand                                      Svensk-Norsk
Livsforsikring AS                               Industrifond


----------------------                          ----------------------
Ivar Waage (b.a.)                               Kjetil Storvik



Sigurd Waelgaard                                Frank Larsen


----------------------                          ----------------------
Marten Wigstol (b.a.)                           Frank Larsen



Olle Olerup                                     Marten Wigstol


----------------------                          ----------------------
Marten Wigstol (b.a.)                           Marten Wigstol



Erik Hornes                                     Dino AS


----------------------                          ----------------------
Marten Wigstol (b.a.)                           Lars Hoven

<PAGE>

                                                                           26/26

List of exhibits:
----------------

Exhibit 1:  All outstanding Subscription Rights and Holders of Subscription
            Rights, including the maximum dilution effect

Exhibit 2:  Complete list of lenders under the 2002 Convertible Loan (including
            calculation of market value of Subscription Rights)

Exhibit 3:  Overview of Shares and Subscription Rights regulated by the
            Agreement

Exhibit 4:  List of products that as of the date of this Agreement exist in
            GenoVision's product portfolio

Exhibit 5:  List of products that as of the date of this Agreement are part of
            GenoVision's product development portfolio

Exhibit 6:  Additional Consideration to be paid if Qualifying Revenues are less
            than USD 6.2 million but exceed 5.5 million.

Exhibit 7:  Escrow Agreement

Exhibit 8:  List of the names and the total compensation of each member of the
            management and key employees, including key scientists, of
            GenoVision and its subsidiaries

Exhibit 9:  List of material contracts

Exhibit 10: List of Intellectual Property Assets

Exhibit 11: Description of GenoVision's arrangements for transfer of inventions
            from its employees, as well as a list of inventions that have been
            transferred to GenoVision

Exhibit 12: Annual Report 2001 for GenoVision

Exhibit 13: List of existing or possible legal disputes etc.

Exhibit 14: Insurance

Exhibit 15: Employee plans

Exhibit 16: List of the ten largest customers and ten largest suppliers of
            GenoVision in 2001 and 2002