EXHIBIT 4.2



 Exhibit 4.2 
  
 EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 dated as of March 22, 2004 
  
 between 
  
 CYTYC CORPORATION 
  
 and 
  
 MORGAN STANLEY
& CO. INCORPORATED, 
  
 as representative of the Initial
Purchasers 







 REGISTRATION RIGHTS AGREEMENT dated as of March 22, 2004 between CYTYC Corporation, a Delaware
corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated March 16,
2004 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement. 
  
 The Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from time to time of the Securities (as
defined herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of the Securities (each of the foregoing a “Holder” and together the “Holders”),
as follows: 
  
 Section 1. Definitions. Capitalized terms
used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 
  
 “Additional Interest” has the meaning set forth Section 2(e) in hereof. 
  
 “Affiliate” means, with respect to any specified person, an
“affiliate,” as defined in Rule 144, of such person. 
  
 “Amendment Effectiveness Deadline” has the meaning set forth in Section 2(d)(i) hereof. 
  
 “Business Day” means any day, except a Saturday, Sunday or legal holiday on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close. 
  
 “Common Stock” means the shares of common stock, $0.01 par value per share, of the Company, together with the Rights evidenced by such common stock to the extent provided in the Rights Agreement (unless such Rights shall
have been redeemed or terminated), and any other shares of common stock as may constitute “Common Stock” for purposes of the Indenture, including the Underlying Common Stock. 
  
 “Conversion Price” has the meaning assigned such term in the Indenture. 
  
 “Deferral Notice” has the meaning set forth in Section
3(h)(ii) hereof. 
  
 “Deferral Period” has the
meaning set forth in Section 3(h) hereof. 
  
 “Effectiveness Deadline” has the meaning set forth in Section 2(a) hereof. 
  
 “Effectiveness Period” means the period commencing on the first date that a Shelf Registration Statement is declared effective under the
Securities Act and ending on the date that all Securities and the Underlying Common Stock have ceased to be Registrable Securities. 







 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder. 
  
 “Filing
Deadline” has the meaning set forth in Section 2(a) hereof. 
  
 “Holder” has the meaning set forth in the second paragraph of this Agreement. 
  
 “Indenture” means the Indenture dated as of March 23, 2004 between the Company and U.S. Bank Trust National Association, as trustee,
pursuant to which the Securities are being issued. 
  
 “Initial Purchasers” means the Initial Purchasers named in Schedule I to the Purchase Agreement. 
  
 “Interest Payment Date” means each March 15 and September 15. 
  
 “Issue Date” means the first date of original issuance of the Securities. 
  
 “Liquidated Damages Amount” has the meaning set forth in
Section 2(e) hereof. 
  
 “Material Event” has the
meaning set forth in Section 3(h) hereof. 
  
 “Notice and
Questionnaire” means a written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated
March 16, 2004 relating to the Securities. 
  
 “Notice
Holder” means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. 
  
 “Purchase Agreement” has the meaning set forth in the preamble hereof. 
  
 “Prospectus” means a prospectus relating to a Shelf Registration Statement, as amended or supplemented, and
all materials incorporated by reference in such Prospectus. 
  
 “Record Holder” means, with respect to any Interest Payment Date relating to any Securities or Underlying Common Stock as to which any Additional Interest or Liquidated Damages Amount has accrued, the registered holder of
such Security or Underlying Common Stock on the March 1 or September 1 immediately preceding the Interest Payment Date. 
  
 “Registrable Securities” means the Securities until such Securities have been converted into or exchanged for the Underlying Common Stock
and, at all times subsequent to any such conversion, the Underlying Common Stock and any securities into or for which such Underlying Common Stock has been converted or exchanged, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act and resale in accordance with a Shelf Registration Statement, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) and (iii) its sale to the public pursuant to Rule 144 (or 
  

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 any similar provision then in force, but not Rule 144A) under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions required under the Indenture is removed or removable in accordance with the terms of the Indenture or such legend, as the case
may be. 
  
 “Registration Default” has the
meaning set forth in Section 2(e) hereof. 
  
 “Registration Default Period” has the meaning set forth in Section 2(e) hereof. 
  
 “Rights Agreement” means the Rights Agreement dated as of August 27, 1997, as amended on June 28, 1998, January 3, 2003 and November 6,
2003 between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston, N.A.) as rights agent. 
  
 “Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC. 
  
 “Rule 144A”
means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities” means the Convertible Notes due 2014 of the Company to be purchased pursuant to the Purchase
Agreement, including any Securities purchased by the Initial Purchasers upon exercise of their option to purchase additional Securities. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

  
 “Shelf Registration Statement” has the
meaning set forth in Section 2(a) hereof, including amendments to such registration statement, all exhibits and all materials incorporated by reference in such registration statement. 
  
 “Special Counsel” means Shearman & Sterling LLP or one such other successor counsel as shall be
specified by the Holders of a majority of the Registrable Securities, but which may, with the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another nationally recognized law firm experienced in securities
law matters designated by the Company. For purposes of determining Holders of a majority of the Registrable Securities in this definition, Holders of Securities shall be deemed to be the Holders of the number of shares of Underlying Common Stock
into which such Securities are or would be convertible as of the date the consent is requested. 
  
 “Trustee” means U.S. Bank National Association, the Trustee under the Indenture. 
  
 “Underlying Common Stock” means the Common Stock into which
the Securities are convertible or issued upon any such conversion. 
  

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 Section 2. Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and
filed with the SEC, as soon as practicable but in any event by the date (the “Filing Deadline”) 90 days after the Issue Date, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415
of the Securities Act, registering the resale from time to time by Holders of the Registrable Securities (a “Shelf Registration Statement”). The Shelf Registration Statement shall be on Form S-3 or another appropriate form
permitting registration of the Registrable Securities for resale by the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Shelf Registration Statement. The Company shall use its reasonable best
efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline”) that is 180 days after the Issue Date, and
to keep a Shelf Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten Business Days prior to the date the initial
Shelf Registration Statement is declared effective shall be named as a selling securityholder in the initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver the Prospectus to purchasers of
Registrable Securities in accordance with applicable law, so long as such Holder has provided to the Company by such date a Notice and Questionnaire for such purpose. None of the Company’s securityholders (other than the Holders) shall have the
right to include any of the Company’s securities in a Shelf Registration Statement. 
  
 (b) If a Shelf Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered
thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and
in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement so that all Registrable Securities outstanding as of the date of such filing are covered by a Shelf Registration Statement. If a new Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to
cause the new Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period. 
  
 (c) The Company shall amend and supplement the Prospectus and amend the Shelf
Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, or file a new Shelf Registration Statement, if required by the Securities
Act, or any other documents necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. 
  
 (d) Each Holder may sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus only in accordance with this Section
2(d) and Section 3(h). Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus shall deliver a Notice and Questionnaire to the Company at least ten Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the initial Shelf Registration Statement is 
  

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 declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered,
and in any event upon the later of (x) 15 Business Days after such date and (y) five Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within 15 Business Days of
such delivery date: 
  
 (i) if required by
applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated
therein by reference or file a new Shelf Registration Statement or any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to a Shelf Registration Statement
or shall file a new Shelf Registration Statement, the Company shall use its reasonable best efforts to cause such post-effective amendment or new Shelf Registration Statement to be declared effective under the Securities Act as promptly as is
practicable, but in any event by the date (the “Amendment Effectiveness Deadline”) that is 45 days after the date such post-effective amendment or new Shelf Registration Statement is required by this clause to be filed; 

 
 (ii) provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and 
  
 (iii) notify
such Holder as promptly as practicable after the effectiveness under the Securities Act of any new Shelf Registration Statement or post-effective amendment filed pursuant to Section 2(d)(i); 
  
 provided that if such Notice and Questionnaire is delivered during a Deferral Period,
the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding
anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline shall be extended by up to ten Business Days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest or Liquidated Damages during such extension) if such Deferral Period
shall be in effect on the Amendment Effectiveness Deadline. 
  
 (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder: 
  
 (i) a Shelf Registration Statement has not been filed on or
prior to the Filing Deadline, 
  

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 (ii) a Shelf Registration Statement has not been declared effective under the Securities
Act on or prior to the Effectiveness Deadline, 
  
 (iii) the Company has failed to perform its obligations set forth in Section 2(d)(i) within the time period required therein, 
  
 (iv) a new Shelf Registration Statement or a post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(d)(i)
has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline, 
  
 (v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to
Section 3(h) hereof, or 
  
 (vi) the number of
Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(h) hereof. 
  
 Each event described in any of the foregoing clauses (i) through (vi) is individually referred to herein as a “Registration Default.” For
purposes of this Agreement, each Registration Default set forth above shall begin on the day immediately following each Beginning Date set forth in the table below and end on each Ending Date set forth in the table below: 
  

					
	 Type of
 Registration
 Default by
 Clause

	  	 Beginning Date

	  	 Ending Date


	(i)	  	Filing Deadline	  	the date a Shelf Registration Statement is filed
	(ii)	  	Effectiveness Deadline	  	the date a Shelf Registration Statement becomes effective under the Securities Act
	(iii)	  	the date by which the Company is required to perform its obligations under Section 2(d)(i)	  	the date the Company performs its obligations set forth in Section 2(d)(i)
	(iv)	  	the Amendment Effectiveness Deadline	  	the date the applicable post-effective amendment to a Shelf Registration Statement or a new Shelf Registration Statement becomes effective under the Securities Act
	(v)	  	the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h)	  	termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded
	(vi)	  	the date of commencement of a Deferral Period that causes the number of Deferral Periods to exceed the number permitted by Section 3(h)	  	termination of the Deferral Period that caused the number of Deferral Periods to exceed the number permitted by Section 3(h)

  

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 Commencing on (and including) any date that a Registration Default has begun and ending on (but
excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Registration Default Period”), the Company shall pay to Record Holders of Registrable Securities in respect of each day
in the Registration Default Period (i) additional interest in respect of any Security (the “Additional Interest”), at a rate per annum equal to 0.25% of the aggregate principal amount of such Security for the first ninety (90) day
period immediately following the occurrence of such Registration Default, and such rate will increase to 0.50% thereafter or during the additional period the Prospectus is unavailable and (ii) liquidated damages in respect of each share of
Underlying Common Stock (the “Liquidated Damages Amount”) at a rate per annum equal to 0.25% of the Conversion Price on such date for the first ninety (90) day period immediately following the occurrence of such Registration
Default, and such rate will increase to 0.50% of the Conversion Price thereafter or during the additional period the Prospectus is unavailable, as the case may be; provided that in the case of a Registration Default Period that is in effect
solely as a result of a Registration Default of the type described in clause (iii) or (iv) of the preceding paragraph, such Additional Interest or Liquidated Damages Amount, as applicable, shall be paid only to the Holders (as set forth in the
succeeding paragraph) that have delivered Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d), the non-performance of which is the basis of such Registration Default. In calculating the Liquidated
Damages Amount on shares of Underlying Common Stock on any date on which no Securities are outstanding, the Conversion Price used shall be based on the Conversion Price that would be in effect if the Securities were still outstanding.
Notwithstanding the foregoing, no Additional Interest or Liquidated Damages Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Additional Interest or the Liquidated Damages Amount, as applicable, with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Registration Defaults. In no event shall the Additional Interest or the Liquidated Damages Amount exceed a rate of 0.50% per annum. 
  
 The Additional Interest or the Liquidated Damages Amount, as applicable, shall accrue from the first day of the applicable Registration Default Period,
and shall be payable on each Interest Payment Date during the Registration Default Period (and on the Interest Payment Date next succeeding the end of the Registration Default Period if the Registration Default Period does not end on a Interest
Payment Date) to the Record Holders of the Registrable Securities entitled thereto; provided that any Additional Interest or Liquidated Damages Amount, as applicable, accrued with respect to any Security or portion thereof redeemed by the
Company on a redemption date, purchased by the Company on a repurchase date or converted into Underlying Common Stock on a conversion date prior to the Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such
Security or portion thereof for 
  

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 redemption, purchase or conversion on the applicable redemption date, repurchase date or conversion date, as the case may
be, on such date (or promptly following the conversion date, in the case of conversion), unless the redemption date or the repurchase date, as the case may be, falls after March 1 or September 1 and on or prior to the corresponding Interest Payment
Date; and provided further that, in the case of a Registration Default of the type described in clause (iii) or (iv) of the first paragraph of this Section 2(e), such Additional Interest or Liquidated Damages Amount shall be paid only to the
Holders entitled thereto by check mailed to the address set forth in the Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Securities or Underlying Common Stock, to seek any
available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest or Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms
of this Agreement with respect to which additional interest or liquidated damages are expressly provided shall be such additional interest or liquidated damages. Nothing shall preclude any Holder from pursuing or obtaining specific performance or
other equitable relief with respect to this Agreement. 
  
 All of
the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with
respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). 
  
 The parties hereto agree that the additional interest or liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the
damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the
provisions hereof. 
  
 Section 3. Registration Procedures.
In connection with the registration obligations of the Company under Section 2 hereof, the Company shall: 
  
 (a) Before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, furnish to the Initial Purchasers
and the Special Counsel of such offering, if any, copies of all such documents proposed to be filed at least three Business Days prior to the filing of such Shelf Registration Statement or amendment thereto or Prospectus or supplement thereto.

  
 (b) Subject to Section 3(h), prepare and file with the SEC
such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective during the Effectiveness Period; cause the related Prospectus to be supplemented
by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable best efforts to comply with the provisions of the Securities
Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf
Registration Statement as so amended or such Prospectus as so supplemented. 
  

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 (c) As promptly as practicable, give notice to the Notice Holders, the Initial Purchasers and the Special
Counsel (i) when any Prospectus, prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective
amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for
amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of
any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event and (vi) of the determination
by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(h)), state that it constitutes a Deferral Notice,
in which event the provisions of Section 3(h) shall apply. 
  
 (d)
Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide immediate notice to each Notice Holder and the Initial Purchasers of the withdrawal of any such order.

  
 (e) As promptly as practicable furnish to each Notice Holder,
the Special Counsel and the Initial Purchasers, upon request and without charge, at least one conformed copy of each Shelf Registration Statement and any amendment thereto, including exhibits and all documents incorporated or deemed to be
incorporated therein by reference. 
  
 (f) During the
Effectiveness Period, deliver to each Notice Holder, the Special Counsel, if any, and the Initial Purchasers, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the
Prospectus relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a
Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or
any amendment or supplement thereto in the manner set forth therein. 
  
 (g) Prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use its reasonable best efforts to register or qualify or cooperate with the Notice Holders and the Special Counsel in connection
with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United 
  

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 States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities pursuant to a Shelf Registration Statement, use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness
Period in connection with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject. 
  
 (h) Upon (A) the
issuance by the SEC of a stop order suspending the effectiveness of a Shelf Registration Statement or the initiation of proceedings with respect to a Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act or the initiation by
the SEC of a review of the Company’s filings under the Exchange Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which a Shelf Registration Statement shall contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in
the reasonable discretion of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus: 
  
 (i) in the case of clause (B) above, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document that would be incorporated by reference into such Shelf
Registration Statement and Prospectus, so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, use its reasonable best efforts to cause
it to be declared effective as promptly as is practicable, and 
  
 (ii) give notice to the Notice Holders, and the Special Counsel, if any, that the availability of a Shelf Registration Statement is suspended (a “Deferral Notice”). 
  
 The Company will use its reasonable best efforts to ensure that the use of
the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) 
  

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 in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material
Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the reasonable
discretion of the Company such suspension is no longer appropriate. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Shelf Registration Statement or any Prospectus, without incurring or
accruing any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), no more than once in any three-month period or three times in any twelve-month period, and any such period during which the availability of the Shelf
Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall, without incurring any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), not exceed 45 days; provided
that the aggregate duration of any Deferral Periods shall not exceed 45 days in any three-month period (or 60 days in any three-month period in the event of a Material Event pursuant to which the Company has delivered a second notice as required
below) or 120 days in any 12-month period; provided that in the case of a Material Event relating to an acquisition or a probable acquisition or financing, recapitalization, business combination or other similar transaction, the Company may,
without incurring any obligation to pay additional interest or liquidated damages pursuant to Section 2(e), deliver to Notice Holders a second notice to the effect set forth above, which shall have the effect of extending the Deferral Period by up
to an additional 30 days, or such shorter period of time as is specified in such second notice. 
  
 (i) If requested in writing in connection with a disposition of Registrable Securities pursuant to a Shelf Registration Statement, make reasonably
available for inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities, any broker-dealers, attorneys and accountants retained by such Notice Holders, and any attorneys or other agents
retained by a broker-dealer engaged by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of
the Company and its subsidiaries to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers,
attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided that, to the extent the Company, in its reasonable discretion, agrees to disclose
nonpublic information, such persons shall first agree in writing with the Company that any nonpublic information shall be used solely for the purposes of satisfying “due diligence” obligations under the Securities Act and exercising rights
under this Agreement and shall be kept confidential by such persons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) in the opinion of
Special Counsel, disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any prospectus referred to
in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other
than the Company and such source is not bound by a confidentiality agreement, and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other 
  

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 parties entitled thereto by the Special Counsel. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. All costs and expenses and fees (including
attorneys’ and other professional fees) incurred by any Notice Holders pursuant to this Section 3(i) shall be solely at such Notice Holder’s expense. 
  

(j) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earnings statements (which need not
be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the
Company commencing after the effective date of a Shelf Registration Statement, which statements shall be made available no later than 45 days after the end of the 12-month period or 90 days if the 12-month period coincides with the fiscal year of
the Company. 
  
 (k) Cooperate with each Notice Holder to
facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least one Business Day prior to any sale of such Registrable Securities. 
  
 (l) Provide a CUSIP number for all Registrable Securities covered by each
Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form
eligible for deposit with The Depository Trust Company. 
  
 (m)
Cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. 
  
 (n) Upon (i) the filing of the initial Shelf Registration Statement and (ii) the effectiveness of the initial Shelf Registration Statement, announce the
same, in each case by release to Reuters Economic Services and Bloomberg Business News. 
  
 Section 4. Holder’s Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any
Holder shall constitute a representation and warranty by such 
  

 12 








 Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus
delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or relating to its plan of distribution
and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or relating to its plan of distribution necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. 
  
 (b)
Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to any Shelf Registration Statement until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided
for in Section 3(h)(i), or until it is advised in writing by the Company that the Prospectus may be used. 
  
 Section 5. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any Shelf Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (x) with respect to filings required to be made with the National Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation,
reasonable fees and disbursements of the Special Counsel in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant
to a Shelf Registration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii)
duplication expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company in connection with any Shelf Registration Statement, (v) reasonable
fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock and (vi) Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the
listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall pay any broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Shelf
Registration Statement. 
  
 Section 6. Indemnification and
Contribution. 
  
 (a) The Company agrees to indemnify and
hold harmless each Notice Holder, each person, if any, who controls any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Notice Holder within the meaning of Rule
405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim)

  

 13 








 caused by any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration
Statement or any amendment thereof, any preliminary prospectus or any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein; provided that the foregoing indemnity shall not inure to the benefit of any Holder (or to the benefit of any
person controlling such Holder) from whom the person asserting such losses, claims or liabilities purchased the Registrable Securities, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) was not sent or given by or on behalf of such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation of the sale of the Registrable Securities to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 2(c) hereof. 
  
 (b) Each Holder agrees severally and not jointly to indemnify and hold
harmless the Company and its directors, its officers who sign any Shelf Registration Statement and each person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or any
other Holder, to the same extent as the foregoing indemnity from the Company to such Holder, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in such Shelf
Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation. 
  
 (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 6(a) or 6(b) hereof, such person (the “indemnified party”) shall promptly notify the person from whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in
respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any 
  

 14 








 local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority (with Holders of Securities deemed to be the Holders, for purposes of determining such majority, of the
number of shares of Underlying Common Stock into which such Securities are or would be convertible as of the date on which such designation is made) of the Registrable Securities covered by the Shelf Registration Statement held by Holders that are
indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b), the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 
  
 (d) To the extent that the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed to be equal to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such
losses, claims, damages or liabilities relate. The relative benefits received by any Holder shall be deemed to be equal to the value of receiving registration rights under this Agreement for the Registrable Securities. The relative fault of the
Holders on the one hand and the Company on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Holders or by the Company, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to
contribute pursuant to this Section 6(d) are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. 
  

 15 








 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section
6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding this Section 6(d), no indemnifying party that is a selling Holder shall be required to contribute any amount in excess of the amount by which
the total price at which the Registrable Securities sold by it and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. 
  
 (e) The remedies provided for in
this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity, hereunder, under the Purchase Agreement or otherwise. 
  
 (f) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling any Holder or any affiliate of any Holder or by or on behalf
of the Company, its officers or directors or any person controlling the Company and (iii) the sale of any Registrable Securities by any Holder. 
  

 16 








 Section 7. Information Requirements. The Company covenants that, if at any time before the end of
the Effectiveness Period, the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without
limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of the Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the Exchange Act. 
  
 Section 8. Miscellaneous. 
  

(a) No Conflicting Agreements. The Company is not, as of the date hereof, a party to, nor shall it, on or after the date of this Agreement,
enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that the rights granted to the Holders hereunder do not in any way conflict with
the rights granted to the holders of the Company’s securities under any other agreements. 
  
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying Common Stock into which such Securities are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Shelf Registration Statement; provided that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing two sentences, this Agreement may be amended by written agreement signed by the Company and the Initial Purchasers, without
the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions
in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this 
  

 17 








 Section 8(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver
or consent appears on the Registrable Securities or is delivered to such Holder. 
  
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by telecopier, by courier or by first-class mail, return receipt requested, and
shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business Day after being deposited with such courier, if made by overnight courier, or (iv) on the date indicated on the notice
of receipt, if made by first-class mail, to the parties as follows: 
  
 (i) if to a Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; 
  
 (ii) if to the Company, to: 
  
 Cytyc Corporation 
 85 Swanson Road 
 Boxborough, Massachusetts 01719 
 Attention: A. Suzanne Meszner-Eltrich 
 Telecopy No.: (978) 266-2266 
  
 with a copy to: 
  
 Hogan & Hartson L.L.P. 
 555 Thirteenth Street, N.W. 
 Washington, D.C. 20004-1109 
 Attention: Joseph E. Gilligan 
 Telecopy No.: (202) 637-5910 
  
 (iii) if to the Initial Purchasers, to: 
  
 Morgan Stanley & Co. Incorporated 
 1585 Broadway 
 New York, New York 10036 
 Attention: Equity Capital Markets 
 Telecopy No.: (212) 761-0538 
  
 or to such other address as such person may have furnished to the other persons identified in
this Section 8(c) in writing in accordance herewith. 
  
 (d)
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405
under the Securities Act) (other than the Initial Purchasers or subsequent Holders if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage. 
  

 18 








 (e) Successors and Assigns. Any person who purchases any Registrable Securities from the Initial
Purchasers shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the
Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits hereof.

  
 (f) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement. 
  
 (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  
 (i) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their
reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law. 
  
 (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings
among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. In no event will such methods of distribution take the form of an
underwritten offering of the Registrable Securities without the prior agreement of the Company. 
  

 19 








 (k) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon
the end of the Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for additional interest or liquidated damages under Section 2(e) hereof to the extent
such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 
  

 20 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

									
	 	 	 CYTYC CORPORATION

				
	 	 	 	 	 By:
	 	 /s/ Patrick J. Sullivan


	 	 	 	 	 	 	 Name:
	 	 Patrick J. Sullivan

	 	 	 	 	 	 	 Title:
	 	 President and Chief Executive Officer









 Confirmed and accepted as of 
 the date first above written, for itself 
 and as representative of the several Initial Purchasers: 
  

			
	 MORGAN STANLEY & CO. INCORPORATED

		
	 By:
	 	 /s/ Nathan McMurtray


	 	 	 Name: Nathan McMurtray

	 	 	 Title:   Vice President