Digene Corp · 10-K · For 6/30/98 · EX-10.37

Filed On 9/28/98   ·   SEC File 0-28194   ·   Accession Number 950133-98-3401

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K for Digene Corp                             83    426K 
 2: EX-10.37    Stock Purchase Agreement Dated As of June 30,1998     37    140K 
 3: EX-21       Subsidiaries of the Registrant                         1      3K 
 4: EX-23.1     Consent of Ernst & Young Llp                           1      6K 
 5: EX-27       Financial Data Schedule                                1      6K 

EX-10.37   —   Stock Purchase Agreement Dated As of June 30,1998
Exhibit Table of Contents

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                                                                   EXHIBIT 10.37

STOCK PURCHASE AGREEMENT

BY AND AMONG

DIGENE CORPORATION

 AND

 STICHTING RESEARCHFONDS PATHOLOGIE,
EWALD C.R.M. KEIJSER
 CHRISTOPHORUS J.L.M. MEIJER
 and
 JAN M.M. WALBOOMERS

 June 30, 1998

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 TABLE OF CONTENTS

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1.    Definitions.........................................................  1 

2.    Acquisition of Stock................................................  6 
      (a)  Purchase Price.................................................  6 
      (b)  Escrow.........................................................  6 
      (c)  Stock Options..................................................  6 
      (d)  The Closing....................................................  6 
      (e)  Deliveries at the Closing......................................  6 

3.    Royalties...........................................................  7 
      (a)  Royalty Payments on Licensed Products and                          
           Combination Products...........................................  7 
      (b)  Royalty Payments on Technology Licensing Fees..................  7 
      (c)  Maximum Royalty Payments.......................................  8 

4.    Representations and Warranties Concerning the                           
      Transaction.........................................................  8 
      (a)  Representations and Warranties of the                              
           Shareholders...................................................  8 
      (b)  Representations and Warranties of the Buyer....................  9 

5.    Representations and Warranties Concerning the Company............... 10 
      (a)  Organization, Qualification, and Corporate Power............... 11 
      (b)  Capitalization................................................. 11 
      (c)  Noncontravention............................................... 12 
      (d)  Brokers' Fees.................................................. 12 
      (e)  Title to Assets................................................ 12 
      (f)  Subsidiaries................................................... 12 
      (g)  Financial Statements........................................... 12 
      (h)  Events Subsequent to Most Recent Fiscal Year End............... 13 
      (i)  Undisclosed Liabilities........................................ 14 
      (j)  Legal Compliance............................................... 14 
      (k)  Tax Matters.................................................... 14 
      (l)  Real Property.................................................. 15 
      (m)  Intellectual Property.......................................... 15 
      (n)  Tangible Assets................................................ 17 
      (o)  Inventory...................................................... 17 
      (p)  Contracts...................................................... 17 
      (q)  Notes and Accounts Receivable.................................. 18 
      (r)  Powers of Attorney............................................. 18 
      (s)  Litigation..................................................... 18 
      (t)  Guaranties..................................................... 18 
      (u)  Environmental, Health, and Safety Matters...................... 18 
      (v)  Certain Business Relationships with the Company................ 18 

6.    Pre-Closing Covenants............................................... 19 
      (a)   General....................................................... 19 
      (b)   Notices and Consents.......................................... 19 

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      (c)   Operation of Business......................................... 19
      (d)   Preservation of Business...................................... 19
      (e)   Notice of Developments........................................ 19
      (f)   Exclusivity................................................... 19

7.    Post-Closing Covenants.............................................. 20
      (a)   General....................................................... 20
      (b)   Certain Taxes................................................. 20

8.    Conditions to Obligation to Close................................... 20
      (a)   Conditions to Obligation of the Buyer......................... 20
      (b)   Conditions to Obligation of the Shareholders.................. 22

9.    Remedies for Breaches of This Agreement............................. 22
      (a)   Survival of Representations and Warranties.................... 22
      (b)   Indemnification Provisions for Benefit of the                    
            Buyer......................................................... 23
      (c)   Indemnification Provisions for Benefit of the                    
            Shareholders.................................................. 23
      (d)   Determination of Adverse Consequences......................... 23
      (e)   Recoupment Under Other Agreements............................. 23
      (f)   Other Indemnification Provisions.............................. 24

10.   Termination......................................................... 24
      (a)   Termination of Agreement...................................... 24
      (b)   Effect of Termination......................................... 25

11.   Securities Laws Compliance Procedures............................... 25
      (a)   Knowledge Respecting the Buyer................................ 25
      (b)   Status of Shares to be Issued................................. 25
      (c)   Holding Period................................................ 26

      12.   Miscellaneous................................................. 27
      (a)   Press Releases and Public Announcements....................... 27
      (b)   No Third-Party Beneficiaries.................................. 27
      (c)   Entire Agreement.............................................. 27
      (d)   Succession and Assignment..................................... 27
      (e)   Counterparts.................................................. 27
      (f)   Headings...................................................... 27
      (g)   Notices....................................................... 27
      (h)   Governing Law................................................. 28
      (i)   Amendments and Waivers........................................ 28
      (j)   Severability.................................................. 28
      (k)   Expenses...................................................... 29
      (l)   Construction.................................................. 29
      (m)   Incorporation of Exhibits, Annexes, and Schedules............. 29
      (n)   Specific Performance.......................................... 29

Exhibit A --    Historical Financial Statements                                 
Exhibit B-1 --  Confidentiality and Non-Competition Agreement -                 
Ewald C.R.M. Keijser                            

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Exhibit B-2 --  Confidentiality and Non-Competition Agreement -                 
Christophorus J.L.M. Meijer                     
Exhibit B-3 --  Confidentiality and Non-Competition Agreement -                 
Jan M.M. Walboomers                             
Exhibit C-1 --  Consulting Agreement - Ewald C.R.M. Keijser                     
Exhibit C-2 --  Consulting Agreement - Christophorus J.L.M. Meijer              
Exhibit C-3 --  Consulting Agreement - Jan M.M. Walboomers                      

Annex 1 -- Notarial Deed of Transfer                                            

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STOCK PURCHASE AGREEMENT

       This Agreement is entered into as of June 30th, 1998, by and among Digene
Corporation (the "Buyer"), and Stichting ResearchFonds Pathologie (the          
"Foundation"), Ewald C.R.M. Keijser ("Keijser"), Christophorus J.L.M. Meijer    
("Meijer") and Jan M.M. Walboomers ("Walboomers"). The Foundation, Keijser,     
Meijer and Walboomers are sometimes hereinafter referred to individually as a   
"Shareholder" and collectively as the "Shareholders." The Buyer and the         
Shareholders are referred to collectively herein as the "Parties."              

   The Shareholders own all of the outstanding capital stock of Viropath
B.V. ("the Company"), a private limited company with limited liability,         
registered at Amsterdam, The Netherlands, consisting of 40,000 shares of stock. 

This Agreement contemplates a transaction in which the Buyer will 
purchase from the Shareholders, and the Shareholders will sell to the Buyer, all
of the outstanding capital stock of the Company in return for shares of voting  
stock of the Buyer on the terms and conditions hereinafter set forth.           

      Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and       
covenants herein contained, the Parties, intending to be legally bound, hereby  
agree as follows.                                                               

1.     Definitions.                                                             

     "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,   
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid  
in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and    
fees, including court costs and reasonable attorneys' fees and expenses.        

    "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.              

      "Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,       
failure to act, or transaction that forms or could reasonably be expected to    
form the reason for any specified consequence.                                  

"Closing" has the meaning set forth in Section 2(c) below.        

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"Closing Date" has the meaning set forth in Section 2(c) below.   

       "Combination Product" means a product containing (i) one or more Licensed
Products in combination with (ii) one or more diagnostically active products    
which do not use technology covered by a Valid Claim.                           

       "Company Share" means a share of stock, par value one guilder (Dfl. 1.00)
per share, of the Company.                                                      

"Confidential Information" means any information concerning the   
businesses and affairs of the Company that (i) is not already generally         
available to the public and (ii) is otherwise treated by the Company as         
confidential and proprietary information.                                       

 "Disclosure Schedule" has the meaning set forth in Section 5 below.

      "Environmental, Health, and Safety Requirements" shall mean all federal,
state, local and foreign statutes, regulations, ordinances and other provisions 
having the force or effect of law, all judicial and administrative orders and   
determinations, all contractual obligations and all common law concerning public
health and safety, worker health and safety, and pollution or protection of the 
environment, including without limitation all those relating to the presence,   
use, production, generation, handling, transportation, treatment, storage,      
disposal, distribution, labeling, testing, processing, discharge, release,      
threatened release, control, or cleanup of any hazardous materials, substances  
or wastes, chemical substances or mixtures, pesticides, pollutants,             
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,      
polychlorinated biphenyls, noise or radiation, each as amended and as now or    
hereafter in effect.                                                            

     "Financial Statements" has the meaning set forth in Section 5(g) below.

      "GAAP" means generally accepted accounting principles in The Netherlands
as in effect from time to time.                                                 

     "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto, 
and all patents, patent applications, and patent disclosures, together with all 
reissuances, continuations, continuations-in-part, revisions, extensions, and   
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,  
trade names, and corporate names, together with all translations, adaptations,  
derivations, and combinations thereof and including all goodwill associated     
therewith, and all applications, registrations, and renewals in connection      
therewith, (c) all copyrightable works, all copyrights, and all applications,   
registrations, and renewals in                                                  

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connection therewith, (d) all mask works and all applications, registrations,   
and renewals in connection therewith, (e) all trade secrets and confidential    
business information (including ideas, research and development, know-how,      
formulas, compositions, manufacturing and production processes and techniques,  
technical data, designs, drawings, specifications, customer and supplier lists, 
pricing and cost information, and business and marketing plans and proposals),  
(f) all computer software (including data and related documentation), (g) all   
other proprietary rights, and (h) all copies and tangible embodiments thereof   
(in whatever form or medium).                                                   

      "Liability" or "Liabilities" means any liability or liabilities (whether
known or unknown, whether asserted or unasserted, whether absolute or           
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,   
and whether due or to become due), including any liability for Taxes.           

      "Licensed Products" means diagnostic assay products which are covered in
whole or in part by a Valid Claim in the country in which such products are     
manufactured, used or sold.                                                     

      "Most Recent Balance Sheet" means the balance sheet contained within the
Most Recent Financial Statements.                                               

"Most Recent Financial Statements" has the meaning set forth in   
Section 5(g) below.                                                             

      "Most Recent Fiscal Month End" has the meaning set forth in Section 5(g)
below.                                                                          

     "Most Recent Fiscal Year End" has the meaning set forth in Section 5(h)
below.                                                                          

    "Net Sales" means, with respect to Licensed Products, the gross amount
invoiced by the Buyer or its Affiliates in connection with the sale of Licensed 
Products, expressed in U.S. Dollars, less the sum of the following (to the      
extent reflected in the gross amount invoiced):                                 
      (i) the cost of packaging, insurance, freight, storage and
transportation billed to the purchaser;                           
(ii) normal discounts actually granted;             
            (iii) rebates actually paid to individual or group purchasers of
Licensed Products, including those made to patients, healthcare   
      providers, purchasing groups, insurers or government agencies, which are
mandated by federal or other relevant governmental authority;     
      (iv) credits allowed for Licensed Products returned or not
accepted by customers; and                                        
       (v) taxes (including but not limited to sales, value added,
    consumption and similar taxes, but excluding income and similar taxes)
actually incurred, paid or collected and                          

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passed onto the relevant tax authority in connection with the     
     manufacture, importation, use, sale or delivery of Licensed Products to
      customers insofar as those taxes are in whole or in part irrevocable and
     not offsetable or creditable against any other taxes paid or payable by
the Buyer and its Affiliates.                                     

 "Net Sales" means, with respect to Combination Products, the amount
determined by multiplying                                                       

(A) the gross amount invoiced by the Buyer or its Affiliates in connection with 
the sale of Combination Products, expressed in U.S. Dollars, less the sum of the
following (to the extent reflected in the gross amount invoiced):               
      (i) the cost of packaging, insurance, freight, storage and
transportation billed to the purchaser;                           
(ii) normal discounts actually granted;             
            (iii) rebates actually paid to individual or group purchasers of
Combination Products, including those made to patients, healthcare
      providers, purchasing groups, insurers or government agencies, which are
mandated by federal or other relevant governmental authority;     
         (iv) credits allowed for Combination Products returned or not
accepted by customers; and                                        
       (v) taxes (including but not limited to sales, value added,
    consumption and similar taxes, but excluding income and similar taxes)
   actually incurred, paid or collected and passed onto the relevant tax
     authority in connection with the manufacture, importation, use, sale or
      delivery of Combination Products to customers insofar as those taxes are
      in whole or in part irrevocable and not offsetable or creditable against
any other taxes paid or payable by the Buyer and its Affiliates;  

by (B) a fraction, the numerator of which shall be the cost of the Licensed     
Product contained in such Combination Product and the denominator of which shall
be the total cost of the Combination Product, the cost in each case to be       
determined in accordance with Digene's regular accounting practice, consistently
applied.                                                                        

 "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).                                                                     

"Person" means an individual, a partnership, a corporation, an    
association, a joint stock company, a trust, a joint venture, an unincorporated 
organization, or a governmental entity (or any department, agency, or political 
subdivision thereof).                                                           

"Purchase Price" has the meaning set forth in Section 2(b) below. 

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 "Securities Act" means the United States Securities Act of 1933, as
amended.                                                                        

"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,   
and similar liens, (b) liens for Taxes not yet due and payable, (c) purchase    
money liens and liens securing rental payments under capital lease arrangements,
and (d) other liens arising in the Ordinary Course of Business and not incurred 
in connection with the borrowing of money.                                      

  "Subsidiary" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the 
power to vote or direct the voting of sufficient securities to elect a majority 
of the directors.                                                               

  "Tax" or "Taxes" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,         
occupation, premium, windfall profits, environmental (including taxes under     
Section 59A of the Internal Revenue Code of 1986, as amended ), customs duties, 
capital stock, franchise, profits, withholding, social security (or similar),   
unemployment, disability, real property, personal property, sales, use,         
transfer, registration, value added, alternative or add-on minimum, estimated,  
or other tax of any kind whatsoever, including any interest, penalty, or        
addition thereto, whether disputed or not.                                      

      "Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or    
attachment thereto, and including any amendment thereof.                        

  "Valid Claim" means any claim of an issued, unexpired patent or of a
patent hereinafter issued (and not expired) pursuant to a pending patent        
application, which patents and applications are set forth on Section 5(m)(iii)  
of the Disclosure Schedule; provided that such patents and applications have    
neither been held unenforceable by the final decision of a court or governmental
agency of competent jurisdiction, unappealable or unappealed within the time    
allowed for appeal, nor been admitted by the holder of the patent to be invalid 
or unenforceable through reissue, disclaimer or otherwise.                      

2.  Acquisition of Stock.                                         

    (a) Purchase Price. On and subject to the terms and conditions of this
Agreement, the Shareholders shall convey, transfer and assign to the Buyer, free
and clear of all liens, security interests, pledges, claims and encumbrances of 
every kind, nature and description, and the Buyer shall accept from the         
Shareholders, all but not less than all of the outstanding                      

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capital stock of the Company in exchange for a total of that number of shares of
Common Stock of Digene Corporation, par value $0.01 per share (said shares      
hereinafter called the "Buyer Stock"), equal to One Million Five Hundred        
Thousand ($1,500,000) U.S. Dollars in the aggregate (the "Purchase Price"),     
divided by the average of the closing trading prices per share of Digene        
Corporation Common Stock for the twenty trading days immediately preceding (but 
excluding) the second trading day immediately preceding the Closing Date (as    
hereinafter defined) as posted on the Nasdaq National Market.                   

  (b) Escrow. From and after the Closing (as hereinafter defined), the
Buyer Stock, which shall be registered to each Shareholder in the amount set    
forth opposite such Shareholder's name on Schedule 2(a), shall be held in escrow
by the Buyer for the purpose of providing security for the representations and  
warranties of the Shareholders set forth herein. For a period of one year       
following the Closing Date, one hundred percent of the Buyer Stock shall be held
in escrow by the Buyer, and for a period of six months following the one year   
anniversary of the Closing Date, thirty percent of the Buyer Stock shall be held
in escrow by the Buyer. For federal income tax purposes, each Shareholder shall 
be deemed the owner of his or its pro rata portion of the Buyer Stock while such
shares are held in escrow by the Buyer.                                         

      (c) Stock Options. In addition to the Purchase Price, at the Closing (as
hereinafter defined) the Buyer shall irrevocably grant options, as of the       
Closing Date (as hereinafter defined), to purchase an aggregate of 50,000 shares
of Digene Corporation Common Stock (the "Option Shares") to Messrs. Meijer,     
Walboomers and Keijser (20,000 options to Meijer, 20,000 options to Walboomers  
and 10,000 options to Keijser), which options shall be granted pursuant to the  
terms of the Buyer's 1997 Stock Option Plan and will become exercisable in equal
amounts on each of the first five anniversaries of the Closing Date at an       
exercise price equal to the fair market value of the Common Stock on the Closing
Date.                                                                           

   (d) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Ballard Spahr      
Andrews & Ingersoll, LLP, 1735 Market Street, 51st Floor, Philadelphia,         
Pennsylvania 19103, commencing at 9:00 a.m. local time on June 30, 1998 or such 
other date or place as the Buyer and the Shareholders may mutually determine    
(the "Closing Date").                                                           

   (e) Deliveries at the Closing. At the Closing: (i) a notarial deed of
transfer of all of the Company Shares substantially in the form as attached     
hereto as Annex 1 will be executed by one of the Civil Law Notaries of Ekelmans 
Den Hollander in the presence of both the Shareholders and the Buyer            

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to which extent each of the Shareholders, the Company and the Buyer will grant a
power of attorney to each of the lawyers of Ekelmans Den Hollander to execute   
such deed on behalf of each of them; and (ii) Keijser will deliver to the Buyer 
a notarial deed of transfer evidencing the transfer of 10,000 Company Shares    
from HOM Consultancy B.V. to Keijser.                                           

3.  Royalties.                                                    

 (a) Royalty Payments on Licensed Products and Combination Products.
Within sixty days after January 1 and July 1 of each year, the Buyer shall      
deliver to the Stichting ResearchFonds Pathologie, as representative of the     
Shareholders (the "Representative"), a royalty of One-Half of One Percent (0.5%)
of the Buyer's or its Affiliates' Net Sales of Licensed Products and Combination
Products for the preceding six month period ("Royalty Payment on Licensed       
Products and Combination Products"), together with a report of: (i) the quantity
of Licensed Products and Combination Products sold; (ii) Net Sales expressed in 
U.S. Dollars; and (iii) the total Royalty Payment on Licensed Products and      
Combination Products payable in U.S. Dollars. Licensed Products and Combination 
Products shall be considered sold when invoiced to a customer by the Buyer or   
its Affiliates. Royalty Payments on Licensed Products and Combination Products  
shall be due for sales to an Affiliate of the Buyer only if a Licensed Product  
or Combination Product is consumed by such Affiliate, in which case the Royalty 
Payment on Licensed Products and Combination Products applicable thereto shall  
be calculated based upon the invoiced price to such Affiliate or a reasonable   
arms length invoice price if such Affiliate is treated on a more favorable basis
than the general trade. Only one Royalty Payment on Licensed Products and       
Combination Products shall be due the Representative on Net Sales of a Licensed 
Product or Combination Product irrespective of the number of Valid Claims which 
cover such Licensed Product or Combination Product. If requested in writing by  
the Representative, the Buyer shall provide the Representative its calculations 
with respect to its determination of Net Sales for Combination Products.        

  (b) Royalty Payments on Technology Licensing Fees. Within sixty days
after January 1 and July 1 of each year, the Buyer shall deliver to the         
Representative a royalty of Five Percent (5%) of the Buyer's fees received from 
third parties, during the preceding six month period, for the licensing of      
technology covered by a Valid Claim to such third parties, but not relating to  
Licensed Products or Combination Products sold to such third parties ("Royalty  
Payment on Technology Licensing Fees"), together with a report of: (i) fees     
received from licensing such technology to third parties, expressed in U.S.     
Dollars; and (ii) the total Royalty Payment on Technology Licensing Fees payable
in U.S. Dollars. Royalty Payments on Technology Licensing Fees                  

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shall be paid for the licensing of technology covered by Valid Claims only.     

    (c) Maximum Royalty Payments. The aggregate cumulative payment for all
Royalty Payments on Licensed Products and Combination Products together with    
all Royalty Payments on Technology Licensing Fees, which the Buyer is obligated 
to make under Sections 3(a) and (b) above, shall not exceed One Million         
($1,000,000) U.S. Dollars.                                                      

4.  Representations and Warranties Concerning the Transaction.    

      (a) Representations and Warranties of the Shareholders. Each Shareholder
severally represents and warrants to the Buyer that the statements as to such   
Shareholder contained in this Section 4(a) are correct and complete as of the   
date of this Agreement and will be correct and complete as of the Closing Date  
(as though made then and as though the Closing Date were substituted for the    
date of this Agreement throughout this Section 4(a)).                           

    (i) Ownership of Capital Stock of the Company. The Shareholder
       owns the number of shares of stock of the Company set forth opposite such
       Shareholder's name on Schedule 4(a). The Shareholder has good, marketable
 and unencumbered title to such shares, free and clear of all liens,
security interests, pledges, claims, options and rights of others 
(collectively, "Stock Rights"). There are no restrictions on the  
       Shareholder's right to transfer such shares to the Buyer pursuant to this
Agreement.                                                        

       (ii) Authorization of Transaction. The Shareholder has full power
       and authority to execute and deliver this Agreement and to perform his or
 its obligations hereunder. This Agreement constitutes the valid and
      legally binding obligation of the Shareholder, enforceable in accordance
       with its terms and conditions, except as enforceability may be limited by
 bankruptcy, insolvency, moratorium and other similar laws affecting
      creditors' rights generally and by general principles of equity, whether
       considered in a proceeding at law or in equity.. The Shareholder need not
    give any notice to, make any filing with, or obtain any authorization,
       consent, or approval of any government or governmental agency in order to
       consummate the transactions contemplated by this Agreement except for the
Notarial Deed of Transfer required for the transfer of the Company
Shares.                                                           

       (iii) Noncontravention. Neither the execution and the delivery of
   this Agreement, nor the consummation of the transactions contemplated
   hereby, will (A) violate any constitution, statute, regulation, rule,
       injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court                  

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   to which the Shareholder is subject or (B) conflict with, result in a
   breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or
 cancel, or require any notice under any agreement, contract, lease,
     license, instrument, or other arrangement to which the Shareholder is a
 party or by which such Shareholder is bound or to which any of such
Shareholder's assets is subject.                                  

          (iv) Brokers' Fees. The Shareholder has no Liability or obligation
 to pay any fees or commissions to any broker, finder, or agent with
      respect to the transactions contemplated by this Agreement for which the
Buyer could become liable or obligated.                           

    (v) Consultant Agreements. The consultant agreements between
      Abbott Laboratories and each of Walboomers and Meijer, as referred to in
    the Abbott License Agreement, expired as of November 10, 1997 and have
not been renewed.                                                 

       (b) Representations and Warranties of the Buyer. The Buyer represents and
warrants to the Shareholders that the statements contained in this Section 4(b) 
are correct and complete as of the date of this Agreement and will be correct   
and complete as of the Closing Date (as though made then and as though the      
Closing Date were substituted for the date of this Agreement throughout this    
Section 4(b)).                                                                  

            (i) Organization of the Buyer; Authorization of Transaction. The
 Buyer is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware, and has the corporate
power to execute and deliver this Agreement and to perform its    
       obligations hereunder. The authorized capital stock of the Buyer consists
    of 1,000,000 shares of Preferred Stock and 50,000,000 shares of Common
Stock. The Buyer has, and will continue to have at all times, a   
       sufficient number of authorized but unissued shares of Common Stock to be
       able to issue all of the shares of the Buyer Stock which are to be issued
      under Section 2(a) hereof and all the Option Shares issuable on exercise
    of the options to be granted under Section 2(b) hereof. The execution,
    delivery and performance of this Agreement by the Buyer have been duly
    authorized by all necessary corporate action on the part of the Buyer,
    and this Agreement constitutes the valid and binding obligation of the
   Buyer, enforceable against it in accordance with its terms, except as
     enforceability may be limited by bankruptcy, insolvency, moratorium and
     other similar laws affecting creditors' rights generally and by general
   principles of equity, whether considered in a proceeding at law or in
equity.                                                           

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          (ii) Status of the Buyer Stock. The shares of the Buyer Stock,
       when issued and delivered pursuant to the terms of this Agreement and the
      shares of Common Stock when issued, delivered and paid for upon exercise
  of the options to be granted under Section 2(b) hereof, will be duly
       authorized, validly issued and outstanding, fully paid and non-assessable
     and will be listed for trading on the Nasdaq National Market. The Buyer
need not give any notice to, make any filing with, or obtain any  
   authorization, consent, or approval of any government or governmental
 agency in order to consummate the transactions contemplated by this
      Agreement, except as such may be required by the National Association of
Securities Dealers.                                               

             (iii) Noncontravention. Neither the execution and the delivery of
   this Agreement, nor the consummation of the transactions contemplated
   hereby, will (A) violate any constitution, statute, regulation, rule,
       injunction, judgment, order, decree, ruling, charge, or other restriction
    of any government, governmental agency, or court to which the Buyer is
     subject or any provision of its charter or bylaws or (B) conflict with,
result in a breach of, constitute a default under, result in the  
      acceleration of, create in any party the right to accelerate, terminate,
     modify, or cancel, or require any notice under any agreement, contract,
      lease, license, instrument, or other arrangement to which the Buyer is a
     party or by which it is bound or to which any of its assets is subject.

         (iv) The Buyer's Forms 10-K for the year ended June 30, 1997,
    10-Qs for the quarters ended September 30, 1997, December 31, 1997 and
   March 31, 1998 and the proxy statement for the 1997 Annual Meeting of
    Stockholders do not include any untrue statement of a material fact or
       omit to state any material fact necessary to make the statements therein,
       in light of the circumstances under which they were made, not misleading.

              (v) Brokers' Fees. The Buyer has no Liability or obligation to pay
     any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which the     
Shareholders could become liable or obligated.                    

      5. Representations and Warranties Concerning the Company. The Foundation
jointly and severally represents and warrants and each of Keijser, Meijer and   
Walboomers severally represents and warrants to the Buyer that the statements   
contained in this Section 5 are correct and complete as of the date of this     
Agreement and will be correct and complete as of the Closing Date (as though    
made then and as though the Closing Date were substituted for the date of this  
Agreement throughout this Section 5), except as set forth                       

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in the disclosure schedule delivered by the Shareholders to the Buyer on the    
date hereof (the "Disclosure Schedule"). Nothing in the Disclosure Schedule     
shall be deemed adequate to disclose an exception to a representation or        
warranty made herein, however, unless the Disclosure Schedule identifies the    
exception with reasonable particularity and describes the relevant facts in     
reasonable detail. Without limiting the generality of the foregoing, the mere   
listing (or inclusion of a copy) of a document or other item shall not be deemed
adequate to disclose an exception to a representation or warranty made herein   
(unless the representation or warranty has to do with the existence of the      
document or other item itself). The Disclosure Schedule will be arranged in     
paragraphs corresponding to the lettered and numbered paragraphs contained in   
this Section 5.                                                                 

    (a) Organization, Qualification, and Corporate Power. The Company is a
limited company with limited liability registered at Amsterdam, The Netherlands,
and is validly existing, and in good standing under the laws of The Netherlands.
The Company is not, and is not required to be, qualified to conduct business in 
any other jurisdiction. The Company has full corporate power and authority and  
all licenses, permits, and authorizations necessary to carry on the businesses  
in which it is engaged and in which it presently proposes to engage and to own  
and use the properties owned and used by it. Section 5(a) of the Disclosure     
Schedule lists the managing directors and officers of the Company. The          
Shareholders have delivered to the Buyer correct and complete copies of the     
Company's Deed of Incorporation and Articles of Association (as amended to      
date). The minute books (containing the records of meetings of the stockholders,
the board of managing directors, and any committees of the board of managing    
directors), the stock certificate books, and the stock record books of the      
Company are correct and complete. The Company is not in default under or in     
violation of any provision of its Deed of Incorporation or Articles of          
Association.                                                                    

    (b) Capitalization. The entire authorized capital stock of the Company
consists of Two Hundred Thousand guilders (Dfl. 200,000.00) divided into Two    
Hundred Thousand (200,000) Company Shares, of one guilder (Dfl. 1.00) each, of  
which 40,000 shares are issued and outstanding. All of the issued and           
outstanding Company Shares have been duly authorized, are validly issued, fully 
paid, and nonassessable, and are held of record by the Shareholders as set forth
in Section 4(a) of the Disclosure Schedule. There are no outstanding or         
authorized options, warrants, purchase rights, subscription rights, conversion  
rights, exchange rights, or other contracts or commitments that could require   
the Company to issue, sell, or otherwise cause to become outstanding any of its 
capital stock. There are no outstanding or authorized stock appreciation,       
phantom stock, profit participation, or similar rights with respect to the      
Company. There are no voting                                                    

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trusts, proxies, or other agreements or understandings with respect to the      
voting of the capital stock of the Company.                                     

  (c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will   
(i) violate any constitution, statute, regulation, rule, injunction, judgment,  
order, decree, ruling, charge, or other restriction of any government,          
governmental agency, or court to which the Company is subject or any provision  
of the charter or bylaws of the Company or (ii) conflict with, result in a      
breach of, constitute a default under, result in the acceleration of, create in 
any party the right to accelerate, terminate, modify, or cancel, or require any 
notice under any agreement, contract, lease, license, instrument, or other      
arrangement to which the Company is a party or by which it is bound or to which 
any of its assets is subject (or result in the imposition of any Security       
Interest upon any of its assets). Except as set forth in Section 5(c) of the    
Disclosure Schedule, the Company does not need to give any notice to, make any  
filing with, or obtain any authorization, consent, or approval of any government
or governmental agency in order for the Parties to consummate the transactions  
contemplated by this Agreement.                                                 

      (d) Brokers' Fees. The Company has no Liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the         
transactions contemplated by this Agreement.                                    

(e)  Title to Assets. Except as set forth in Section 5(e) of the  
Disclosure Schedule, the Company has good and marketable title to, or a valid   
leasehold interest in, the properties and assets used by it, located on its     
premises, or shown on the Most Recent Balance Sheet or acquired after the date  
thereof, free and clear of all Security Interests, except for properties and    
assets disposed of in the Ordinary Course of Business since the date of the Most
Recent Balance Sheet.                                                           

   (f) Subsidiaries. The Company has no Subsidiaries. The Company has no
direct or indirect equity participation in any corporation, partnership, trust, 
limited liability company or other business association.                        

      (g) Financial Statements. Attached hereto as Exhibit A are the following
financial statements (collectively, the "Financial Statements"): (i) unaudited  
balance sheets and statements of income, changes in stockholders' equity, and   
cash flow as of and for the fiscal years ended December 31, 1995, 1996 and 1997 
for the Company; and (ii) unaudited balance sheets and statements of income (the
"Most Recent Financial Statements") as of and for the five months ended May 31, 
1998 (the "Most Recent Fiscal Month End") for the Company. The Financial        
Statements (including the                                                       

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notes thereto) have been prepared in accordance with GAAP applied on a          
consistent basis throughout the periods covered thereby, present fairly the     
financial condition of the Company as of such dates and the results of          
operations of the Company for such periods, include all then outstanding        
expenses and financial commitments of the Company, are correct and complete, and
are consistent with the books and records of the Company (which books and       
records are correct and complete); provided, however, that the Most Recent      
Financial Statements are subject to normal year-end adjustments (which will not 
be material individually or in the aggregate) and lack footnotes and other      
presentation items.                                                             

      (h) Events Subsequent to Most Recent Fiscal Year End. Since December 31,
1997 (the "Most Recent Fiscal Year End"), there has not been any adverse change 
in the business, financial condition, operations, results of operations, or     
future prospects of the Company and the Company has made no distribution of its 
assets, including cash, other than in the Ordinary Course of Business. Without  
limiting the generality of the foregoing, since that date, except as set forth  
in Section 5(h) of the Disclosure Schedule:                                     

        (i) the Company has not sold, leased, transferred, or assigned any
of its assets, tangible or intangible, other than for a fair      
consideration in the Ordinary Course of Business;                 

    (ii) the Company has not entered into any agreement, contract,
       lease, or license (or series of related agreements, contracts, leases, or
licenses) outside the Ordinary Course of Business;                

(iii) no party (including the Company) has accelerated,   
   terminated, modified, or cancelled any agreement, contract, lease, or
       license (or series of related agreements, contracts, leases, or licenses)
to which the Company is a party;                                  

        (iv) the Company has not issued, sold or otherwise disposed of any
       of its capital stock, or granted any options, warrants or other rights to
      purchase or obtain (including upon conversion, exchange, or exercise) of
any of its capital stock;                                         

       (v) the Company has not declared, set aside, or paid any dividend
    or made any distribution with respect to its capital stock (whether in
       cash or in kind) or redeemed, purchased, or otherwise acquired any of its
capital stock;                                                    

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      (vi) the Company has not experienced any damage, destruction, or
loss (whether or not covered by insurance) to its property;       

    (vii) there has been no material change in the relationship or
course of dealing between the Company and any of its suppliers or 
  customers that has had or is likely to have an adverse effect on the
business or prospects of the Company;                             

      (viii) there has been no material change in, or proposal to make
     any change in, any document, agreement or arrangement with any customer
    of the Company, the effect of which would be to reduce the quantity of
  services sold or to be sold to such customer during any time period;

    (ix) there has not been any other material adverse occurrence,
 event, incident, action, failure to act, or transaction outside the
Ordinary Course of Business involving the Company; and            

(x) the Company has not committed to any of the foregoing.

  (i) Undisclosed Liabilities. The Company has no material undisclosed
Liability required to be set forth in its Most Recent Financial Statements in   
accordance with GAAP which is not so set forth (and there is no Basis for any   
present or future action, suit, proceeding, hearing, investigation, charge,     
complaint, claim, or demand against any of them giving rise to any Liability).  

   (j) Legal Compliance. The Company and its predecessors and Affiliates
have complied with all applicable laws (including rules, regulations, codes,    
plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder)
of local, national and foreign governments (and all agencies thereof).          

(k) Tax Matters.                                                  

       (i) The Company has filed all Tax Returns that it was required to
       file. All such Tax Returns were correct and complete in all respects. All
     Taxes owed by the Company (whether or not shown on any Tax Return) have
      been paid. The Company is not currently the beneficiary of any extension
      of time within which to file any Tax Return. No claim has ever been made
   by an authority in a jurisdiction where the Company does not file Tax
    Returns that it is or may be subject to taxation by that jurisdiction.

        (ii) The Shareholders do not expect any taxing authority to assess
any additional Taxes for any period for                           

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which Tax Returns have been filed. There is no dispute or claim   
concerning any Tax Liability of the Company. Section 5(k) of the  
  Disclosure Schedule lists all local, national and foreign income Tax
       Returns filed with respect to the Company for taxable periods ended on or
after December 31, 1995, none of which have been audited. The     
     Shareholders have delivered to the Buyer correct and complete copies of
       all income Tax Returns filed in The Netherlands, examination reports, and
     statements of deficiencies assessed against or agreed to by the Company
since December 31, 1995.                                          

    (iii) The Company has not waived any statute of limitations in
       respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.                                         

(l) Real Property.                                                

(i) The Company owns no real property.                    

(m) Intellectual Property.                                        

       (i) The Company owns or has the right to use pursuant to license,
      sublicense, agreement, or permission all Intellectual Property necessary
or desirable for the operation of the business of the Company as  
      presently conducted. Each item of Intellectual Property owned or used by
     the Company immediately prior to the Closing hereunder will be owned or
available for use by the Company on identical terms and conditions
    immediately subsequent to the Closing hereunder. The Company has taken
   all reasonably necessary and desirable action to maintain and protect
each item of Intellectual Property that it owns or uses.          

(ii) The Company has not interfered with, infringed upon, 
    misappropriated, or otherwise come into conflict with any Intellectual
    Property rights of third parties, and none of the Shareholders and the
    managing directors and officers (and employees with responsibility for
 Intellectual Property matters) of the Company has ever received any
charge, complaint, claim, demand, or notice alleging any such     
       interference, infringement, misappropriation, or violation (including any
claim that the Company must license or refrain from using any     
       Intellectual Property rights of any third party). To the knowledge of the
Shareholders, no third party has interfered with, infringed upon, 
    misappropriated, or otherwise come into conflict with any Intellectual
Property rights of the Company.                                   

        (iii) Section 5(m)(iii) of the Disclosure Schedule identifies each
     registration which has been issued to the Company, in the United States
     or any other country, with respect to any of its Intellectual Property,
identifies each                                                   

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       pending application or application for registration which the Company has
     made, in the United States or any other country, with respect to any of
   its Intellectual Property, and identifies each license, agreement, or
    other permission which the Company has granted to any third party with
respect to any of its Intellectual Property. The Shareholders have
     delivered to the Buyer correct and complete copies of all such patents,
 registrations, applications, licenses, agreements, and permissions.
     Section 5(m)(iii) of the Disclosure Schedule also identifies each trade
       name or unregistered trademark used by the Company in connection with its
     business. With respect to each item of Intellectual Property identified
in Section 5(m)(iii) of the Disclosure Schedule:                  

                     (A) the Company possesses all right, title, and interest in
              and to the item, free and clear of any Security Interest, license,
or other restriction;                               

                    (B) the item is not subject to any outstanding injunction,
judgment, order, decree, ruling, or charge;         

                  (C) no action, suit, proceeding, hearing, investigation,
              charge, complaint, claim, or demand is pending or threatened which
      challenges the legality, validity, enforceability, use, or
ownership of the item; and                          

                  (D) the Company has never agreed to indemnify any Person
            for or against any interference, infringement, misappropriation,
or other conflict with respect to the item.         

            (iv) Section 5(m)(iv) of the Disclosure Schedule identifies each
  item of Intellectual Property that any third party owns and that the
     Company uses pursuant to license, sublicense, agreement, or permission.
      The Shareholders have delivered to the Buyer correct and complete copies
  of all such licenses, sublicenses, agreements, and permissions. With
     respect to each item of Intellectual Property required to be identified
in Section 5(m)(iv) of the Disclosure Schedule:                   

               (A) the license, sublicense, agreement, or permission
           covering the item is legal, valid, binding, enforceable, and in
full force and effect;                              

                    (B) the license, sublicense, agreement, or permission will
          continue to be legal, valid, binding, enforceable, and in full
             force and effect on identical terms following the consummation of
the transactions contemplated hereby;               

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                (C) no party to the license, sublicense, agreement, or
         permission is in breach or default, and no event has occurred
           which with notice or lapse of time would constitute a breach or
        default or permit termination, modification, or acceleration
thereunder;                                         

                (D) no party to the license, sublicense, agreement, or
permission has repudiated any provision thereof;    

                  (E) no action, suit, proceeding, hearing, investigation,
              charge, complaint, claim, or demand is pending or threatened which
       challenges the legality, validity, or enforceability of the
underlying item of Intellectual Property; and       

                   (F) the Company has not granted any sublicense or similar
        right with respect to the license, sublicense, agreement, or
permission.                                         

   (v) The Company will not interfere with, infringe upon,
    misappropriate, or otherwise come into conflict with, any Intellectual
     Property rights of third parties as a result of the continued operation
      of its businesses as presently conducted and as presently proposed to be
conducted.                                                        

   (n) Tangible Assets. The Company does not own or lease any buildings,
machinery, equipment, or other tangible assets.                                 

(o) Inventory. The Company has no inventory.                      

(p) Contracts.                                                    

           (i) Section 5(p) of the Disclosure Schedule lists the contracts
and other agreements to which the Company is a party.             

            (ii) The Shareholders have delivered to the Buyer, as an exhibit
     to Section 5(p) of the Disclosure Schedule, a correct and complete copy
of each written agreement listed in Section 5(p) of the Disclosure
   Schedule (as amended to date) and a written summary setting forth the
     terms and conditions of each oral agreement referred to in Section 5(p)
      of the Disclosure Schedule. With respect to each such agreement: (A) the
    agreement is legal, valid, binding, enforceable, and in full force and
  effect; (B) the agreement will continue to be legal, valid, binding,
    enforceable, and in full force and effect on identical terms following
       the consummation of the transactions contemplated hereby; (C) no party is
  in breach or default, and no event has occurred which with notice or
lapse of time would constitute a breach or default, or            

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     permit termination, modification, or acceleration, under the agreement;
       and (D) no party has repudiated any provision of the agreement. There are
    no other contracts or agreements to which the Company is a party which
have been terminated but pursuant to which there are continuing   
obligations of the Company or of any other party thereto.         

             (iii) The license granted by the Company to Organon Teknika, B.V.
     on May 1, 1993, as referred to in the License, Research and Consultancy
   Agreement relating to HPV Consensus Primers, dated as of November 10,
    1995, among the Company, the Foundation, Meijer, Walboomers and Abbott
      Laboratories (the "Abbott License Agreement"), has been terminated as of
March 26, 1996.                                                   

      (q) Notes and Accounts Receivable. The Company has no notes and accounts
receivable other than as set forth in the Most Recent Financial Statements.     

 (r) Powers of Attorney. There are no outstanding powers of attorney
executed on behalf of the Company.                                              

     (s) Litigation. The Company and the Shareholders are not subject to any
outstanding injunction, judgment, order, decree, ruling, or charge and are not a
party to, or threatened to be made a party to any action, suit, proceeding,     
hearing, or investigation of, in, or before any court or quasi-judicial or      
administrative agency of any local, national or foreign jurisdiction or before  
any arbitrator.                                                                 

       (t) Guaranties. The Company is not a guarantor or otherwise is liable for
any Liability or obligation (including indebtedness) of any other Person.       

  (u) Environmental, Health, and Safety Matters. The Company and its
predecessors and Affiliates have complied and are in compliance with all        
Environmental, Health, and Safety Requirements.                                 

      (v) Certain Business Relationships with the Company. Except as set forth
in Section 5(v) of the Disclosure Schedule, neither the Shareholders nor any    
Affiliate of any of the Shareholders owns, directly or indirectly, any interest 
in, or is a managing director, officer or employee of, or consultant to, any    
corporation, partnership, firm, association or business organization, entity or 
enterprise which is a competitor, supplier or customer of the Company. Except as
set forth in Section 5(v) of the Disclosure Schedule, neither the Shareholders  
nor any Affiliate of any of the Shareholders owns, directly or                  

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indirectly, in whole or in part, any property, asset or right, tangible or      
intangible, relating to or affecting the Company or is directly or indirectly,  
engaged in any transaction with the Company, other than in its capacity as a    
managing director, officer or employee.                                         

     6.  Pre-Closing Covenants. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.             

  (a) General. Each of the Parties will use his or its reasonable best
efforts to take all action and to do all things necessary, proper, or advisable 
in order to consummate and make effective the transactions contemplated by this 
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in Section 8 below).                                                      

       (b) Notices and Consents. The Shareholders will cause the Company to give
any notices to third parties, and will cause the Company to use its best efforts
to obtain any third party consents, that the Buyer may request in connection    
with the matters referred to in Section 5(c) above. Each of the Shareholders    
will (and the Shareholders will cause the Company to) give any notices to, make 
any filings with, and use its best efforts to obtain any authorizations,        
consents, and approvals of governments and governmental agencies in connection  
with the matters referred to in Section 4(a)(ii) and Section 4(a)(iii) above.   

      (c) Operation of Business. The Shareholders will not cause or permit the
Company to engage in any practice, take any action, or enter into any           
transaction outside the Ordinary Course of Business. Without limiting the       
generality of the foregoing, the Shareholders will not cause or permit the      
Company to (i) declare, set aside, or pay any dividend or make any distribution 
with respect to its capital stock or redeem, purchase, or otherwise acquire any 
of its capital stock, or (ii) otherwise engage in any practice, take any action,
or enter into any transaction of the sort described in Section 5(h) above.      

      (d) Preservation of Business. The Shareholders will cause the Company to
keep its business and properties substantially intact.                          

   (e) Notice of Developments. The Shareholders will give prompt written
notice to the Buyer of any material adverse development causing a breach of any 
of the representations and warranties in Section 4 and Section 5 above.         

       (f) Exclusivity. The Shareholders will not (and the Shareholders will not
cause or permit the Company to) (i) solicit, initiate, or encourage the         
submission of any proposal or offer from any Person relating to the acquisition 
of any capital                                                                  

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stock or other voting securities, or any substantial portion of the assets, of  
the Company (including any acquisition structured as a merger, consolidation, or
share exchange) or (ii) participate in any discussions or negotiations          
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing. Each Shareholder will not vote his or its respective      
Company Shares in favor of any such acquisition structured as a merger,         
consolidation, or share exchange. The Shareholders will notify the Buyer        
immediately if any Person makes any proposal, offer, inquiry, or contact with   
respect to any of the foregoing.                                                

     7. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.                                               

      (a) General. In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, each of the 
Parties will take such further action (including the execution and delivery of  
such further instruments and documents) as any other Party may request, all at  
the sole cost and expense of the requesting Party (unless the requesting Party  
is entitled to indemnification therefor under Section 9 below).                 

(b) Certain Taxes. All transfer, documentary, sales, use, stamp,  
registration and other such Taxes and fees (including any penalties and         
interest) incurred in connection with this Agreement, shall be paid by the      
Shareholders when due, and the Shareholders will, at their own expense, file all
necessary Tax Returns and other documentation with respect to all such transfer,
documentary, sales, use, stamp, registration and other Taxes and fees, and, if  
required by applicable law, the Buyer will, and will cause its Affiliates to,   
join in the execution of any such Tax Returns and other documentation.          

8. Conditions to Obligation to Close.                             

       (a) Conditions to Obligation of the Buyer. The obligation of the Buyer to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:                         

            (i) the representations and warranties set forth in Section 4(a)
       and Section 5 above shall be true and correct in all material respects at
and as of the Closing Date;                                       

            (ii) each Shareholder shall have performed and complied with all
    of its respective covenants hereunder in all material respects through
the Closing;                                                      

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      (iii) the Company shall have obtained the Notarial Deed of
Transfer required for the transfer of the Company Shares;         

    (iv) there shall have been no material adverse change or
     development involving a prospective material change in or affecting the
  financial position, intellectual property or business of the Company
since December 31, 1997;                                          

      (v) the Company shall have procured all of the third party
consents specified in Section 6(b) above.                         

              (vi) no action, suit, or proceeding shall be pending or threatened
before any court or quasi-judicial or administrative agency of any
     federal, state, local, or foreign jurisdiction or before any arbitrator
    wherein an unfavorable injunction, judgment, order, decree, ruling, or
charge would (A) prevent consummation of any of the transactions  
contemplated by this Agreement, (B) cause any of the transactions 
    contemplated by this Agreement to be rescinded following consummation,
       (C) affect adversely the right of the Buyer to own the Company Shares and
      to control the Company, or (D) affect adversely the right of the Company
      to own its assets and to operate its businesses (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect);   

      (vii) the Shareholders shall have delivered to the Buyer a
      certificate to the effect that each of the conditions specified above in
Section 8(a)(i)-(vi) is satisfied in all respects;                

    (viii) the Buyer and each of Messrs. Keijser, Meijer and
     Walboomers shall have entered into a consulting agreement substantially
     in the form attached hereto as Exhibit B-1 (the "Consulting Agreement")
and the same shall be in full force and effect;                   

             (ix) The Buyer and each of Messrs. Keijser, Meijer and Walboomers
     shall have entered into a confidentiality and non-competition agreement
     (the "Confidentiality and Non- Competition Agreement") substantially in
   the form attached hereto as Exhibit B-2 and the same shall be in full
force and effect;                                                 

              (x) all actions to be taken by the Shareholders in connection with
consummation of the transactions contemplated hereby and all      
      certificates, opinions, instruments, and other documents (including, but
     not limited to, all consents, waivers and estoppels) required to effect
     the transactions contemplated hereby will be reasonably satisfactory in
form and substance to the Buyer.                                  

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     (b) Conditions to Obligation of the Shareholders. The obligation of the
Shareholders to consummate the transactions to be performed by them in          
connection with the Closing is subject to satisfaction of the following         
conditions:                                                                     

      (i) the representations and warranties set forth in Section 4(b)
       above shall be true and correct in all material respects at and as of the
Closing Date;                                                     

      (ii) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing; 

         (iii) no action, suit, or proceeding shall be pending or threatened
before any court or quasi-judicial or administrative agency of any
     federal, state, local, or foreign jurisdiction or before any arbitrator
    wherein an unfavorable injunction, judgment, order, decree, ruling, or
charge would (A) prevent consummation of any of the transactions  
 contemplated by this Agreement or (B) cause any of the transactions
   contemplated by this Agreement to be rescinded following consummation
       (and no such injunction, judgment, order, decree, ruling, or charge shall
be in effect);                                                    

     (iv) the Buyer shall have delivered to the Shareholders a
      certificate to the effect that each of the conditions specified above in
Section 8(b)(i)-(iii) is satisfied in all respects;               

       (v) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all      
  certificates, opinions, instruments, and other documents required to
effect the transactions contemplated hereby will be reasonably    
satisfactory in form and substance to the Shareholders.           

9.  Remedies for Breaches of This Agreement.                      

(a) Survival of Representations and Warranties. All of the        
representations and warranties of the Shareholders contained in Section 5 above,
other than the representations in Section 5(k), shall survive the Closing       
hereunder (even if the Buyer knew or had reason to know of any misrepresentation
or breach of warranty at the time of Closing) and continue in full force and    
effect for a period of eighteen months thereafter. The representations and      
warranties of the Shareholders contained in Section 5(k) shall survive the      
Closing (even if the Buyer knew or had reason to know of any misrepresentation  
or breach of warranty at the time of Closing) and continue in full force and    
effect until the expiration of any applicable statutes of limitations. The      
representations and warranties of the Buyer contained in Section 4(b)(iv) shall 
survive the                                                                     

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Closing (even if the Shareholders knew or had reason to know of any             
misrepresentation or breach of warranty at the time of Closing) and continue in 
full force and effect for a period of eighteen months thereafter. The           
representations and warranties of the Parties contained in Section 4(a)(i),     
Section 4(a)(ii), Section 4(a)(iii), Section 4(b)(i), Section 4(b)(ii) and 4(b) 
(iii) of this Agreement shall survive the Closing (even if the damaged Party    
knew or had reason to know of any misrepresentation or breach of warranty       
at the time of Closing) and continue in full force and effect forever           
thereafter (subject to any applicable statutes of limitations).                 

       (b) Indemnification Provisions for Benefit of the Buyer. In the event any
Shareholder breaches any of his or its representations, warranties, and         
covenants contained herein and, if there is an applicable survival period       
pursuant to Section 9(a) above, provided that the Buyer makes a written claim   
for indemnification against such Shareholder pursuant to Section 12(g) below    
within such survival period and provided that such claim, together with all     
other claims for indemnification pursuant hereto, is for damages aggregating a  
dollar amount in excess of $20,000, then such Shareholder agrees to indemnify   
the Buyer from and against the entirety of any Adverse Consequences the Buyer   
may suffer through and after the date of the claim for indemnification resulting
from, arising out of, relating to, in the nature of, or caused by such breach;  
provided, however, that the maximum liability for indemnification hereunder,    
which liability shall be joint and several as to the Foundation and several but 
not joint as to each of Keijser, Meijer and Walboomers, shall be limited, with  
respect to the Foundation, to a dollar amount equal to the sum of the Purchase  
Price plus any amount then due to the Shareholders under Section 3 hereof and   
under the Consulting Agreements, and shall be limited, with respect to each of  
Keijser, Meijer and Walboomers, to the sum of such Shareholder's pro rata       
portion of the Purchase Price plus the pro rata portion of any amount due under 
Section 3 hereof and the amount due under such Shareholder's respective         
Consulting Agreement.                                                           

    (c) Indemnification Provisions for Benefit of the Shareholders. In the
event the Buyer breaches any of its representations, warranties, and covenants  
contained herein, and, if there is an applicable survival period pursuant to    
Section 9(a) above, provided that a Shareholder makes a written claim for       
indemnification against the Buyer pursuant to Section 12(g) below within such   
survival period and provided that such claim, together with all other claims for
indemnification pursuant hereto, is for damages aggregating a dollar amount in  
excess of $20,000, then the Buyer agrees to indemnify such Shareholder from and 
against the entirety of any Adverse Consequences such Shareholder may suffer    
through and after the date of the claim for indemnification resulting from,     
arising out of, relating to, in the nature of, or caused by the breach;         
provided, however, that                                                         

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the maximum liability for indemnification hereunder shall be limited to a dollar
amount equal to the Purchase Price.                                             

    (d) Determination of Adverse Consequences. The Parties shall take into
account the time cost of money (using an interest rate of 8% per annum as the   
discount rate) in determining Adverse Consequences for purposes of this         
Section 9.                                                                      

       (e) Recoupment Under Other Agreements. The Buyer shall have the option of
recouping all or any part of any Adverse Consequences it may suffer (in addition
to seeking any indemnification to which it is entitled under this Section 9) by 
notifying the Representative that the Buyer is reducing the pro rata portion of 
any amount then due under Section 3 hereof or any amount then due to the        
applicable Shareholder(s) under the Consulting Agreement(s).                    

 (f) Other Indemnification Provisions. The foregoing indemnification
provisions are in addition to, and not in derogation of, any statutory,         
equitable, or common law remedy (including without limitation any such remedy   
arising under Environmental, Health, and Safety Requirements) any Party may have
with respect to the Company or the transactions contemplated by this Agreement. 
The Shareholders jointly and severally hereby agree that they will not make any 
claim for indemnification against the Company by reason of the fact that, prior 
to the Closing, he or it was a managing director, officer, employee, or agent of
such entity or was serving at the request of such entity as a partner, trustee, 
managing director, officer, employee, or agent of another entity (whether such  
claim is for judgments, damages, penalties, fines, costs, amounts paid in       
settlement, losses, expenses, or otherwise and whether such claim is pursuant to
any statute, charter document, bylaw, agreement, or otherwise) with respect to  
any action, suit, proceeding, complaint, claim, or demand brought by the Buyer  
against such Shareholder (whether such action, suit, proceeding, complaint,     
claim, or demand is pursuant to this Agreement, applicable law, or otherwise).  

10. Termination.                                                  

     (a) Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:                                                    

              (i) the Buyer and the Shareholders may terminate this Agreement by
mutual written consent at any time prior to the Closing;          

         (ii) the Buyer may terminate this Agreement by giving written
   notice to the Representative if the Buyer is not reasonably satisfied
    with the results of its continuing business, legal, environmental, and
accounting due diligence regarding the Company;                   

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          (iii) the Buyer may terminate this Agreement by giving written
      notice to the Representative at any time prior to the Closing (A) in the
       event any Shareholder has breached any material representation, warranty,
       or covenant contained in this Agreement in any material respect or (B) if
      the Closing shall not have occurred on or before July 15, 1998 by reason
 of the failure of any condition precedent under Section 8(a) hereof
       (unless the failure results primarily from the Buyer itself breaching any
     representation, warranty, or covenant contained in this Agreement); and

        (iv) the Shareholders may terminate this Agreement by giving
     written notice to the Buyer at any time prior to the Closing (A) in the
    event the Buyer has breached any material representation, warranty, or
    covenant contained in this Agreement in any material respect or (B) if
       the Closing shall not have occurred on or before July 15, 1998, by reason
 of the failure of any condition precedent under Section 8(b) hereof
(unless the failure results primarily from one or more of the     
Shareholders breaching any representation, warranty, or covenant  
contained in this Agreement).                                     

(b) Effect of Termination. If any Party terminates this Agreement 
pursuant to Section 10(a) above, all rights and obligations of the Parties      
hereunder shall terminate without any Liability of any Party to any other Party 
(except for any Liability of any Party then in breach).                         

11. Securities Laws Compliance Procedures.                        

 (a) Knowledge Respecting the Buyer. Each Shareholder represents and
acknowledges that: (1) he or it is a sophisticated investor with knowledge and  
experience in business and financial matters, knows, or has had the opportunity 
to acquire, all information concerning the business, affairs, financial         
condition and prospects of the Buyer which he or it deems relevant to make a    
fully informed decision regarding the consummation of the transactions          
contemplated hereby and is able to bear the economic risk and lack of liquidity 
inherent in holding the Buyer Stock; and (2) he or it has been supplied with    
copies of all Forms 8-K, 10-K, 10-Q, and all prospectuses and proxy statements  
filed by the Company within the two-year period immediately preceding the date  
of this Agreement (the "SEC Documents"), as well as any other information such  
Shareholder deems relevant to make a fully informed decision regarding the      
consummation of the transactions contemplated hereby. Without limiting the      
foregoing, each Shareholder understands and acknowledges that neither the Buyer 
nor anyone acting on its behalf has made any representations or warranties other
than those contained herein and in the SEC Documents respecting the Buyer or the
future conduct of the Buyer's business or of the Company's business, and no     
Shareholder has relied upon any representations or warranties other than        

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those contained herein in the belief that they were made on behalf of the Buyer.

      (b) Status of Shares to be Issued. Each Shareholder agrees, acknowledges
and confirms that he or it has been advised and understands as follows:         

            (i) Shareholder is acquiring the shares of the Buyer Stock to be
issued to him or it and all the Option Shares for his or its own account and    
without a view to any distribution or resale thereof, other than a distribution 
or resale which, in the opinion of counsel for such Shareholder (which opinion  
shall be satisfactory in form and substance to the Buyer and its counsel), may  
be made without violating the registration provisions of the Securities Act,    
Regulation S under the Securities Act or any applicable blue sky laws.          
Shareholder acknowledges that the shares of the Buyer Stock and the Option      
Shares are "restricted securities" within the meaning of Rule 144 under the     
Securities Act and have not been registered under the Securities Act or any     
state securities laws and therefore must be held indefinitely unless they are   
subsequently sold in accordance with the provisions of Regulation S and Rule    
144, registered under the Securities Act or an exemption from such registration 
is available. In addition, Shareholder agrees not to engage in hedging          
transactions with respect to the Buyer Stock or the Option Shares prior to the  
expiration of the distribution compliance period unless in compliance with the  
Securities Act.                                                                 

           (ii) There shall be endorsed on the certificates evidencing the
shares of the Buyer Stock delivered at Closing and on the certificates          
evidencing the Option Shares a legend substantially similar to the following:   

      "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY STATE SECURITIES
       LAWS, AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH
OFFER, SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION    
   REQUIREMENTS OF SUCH ACT AND LAWS OR ANY EXEMPTION WHICH IS AVAILABLE
   WITH RESPECT THERETO (SUCH EXEMPTION TO BE SUPPORTED BY AN OPINION OF
COUNSEL TO THE SHAREHOLDERS, IN FORM AND SUBSTANCE REASONABLY     
SATISFACTORY TO THE BUYER AND ITS COUNSEL); HEDGING TRANSACTIONS  
       INVOLVING SUCH SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH SUCH
ACT."                                                             

             (iii) The above restrictions on the transfer of the shares of the
Buyer Stock and the Option Shares will also apply to any and all shares of      
capital stock or other securities issued or otherwise acquired with respect to  
such shares, including, without limitation, shares and securities issued or     
acquired as a result of any stock dividend, stock split or exchange or any      

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distribution of shares or securities pursuant to any corporate reorganization,  
reclassification or similar event.                                              

        (iv) the Buyer and its transfer agent may refuse to effect a
transfer of any of the shares of the Buyer Stock and the Option Shares by the   
Shareholders or any of their successors, personal representatives or assigns    
otherwise than as contemplated hereby.                                          

(c) Holding Period. In addition to the restrictions set forth in  
Section 11(b)(i) above, the Shareholders hereby agree that they will not sell,  
convey, assign or otherwise transfer, in the aggregate, at least 30% of the     
Buyer Stock for at least eighteen months following the Closing Date.            

12. Miscellaneous.                                                

      (a) Press Releases and Public Announcements. The Parties shall not issue
any press release or make any public announcement relating to the subject matter
of this Agreement without the prior written approval of the other Parties.      

   (b) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective  
successors and permitted assigns.                                               

       (c) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the Parties and supersedes any   
prior understandings, agreements, or representations by or among the Parties,   
written or oral, to the extent they related in any way to the subject matter    
hereof.                                                                         

     (d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of his  
or its rights, interests, or obligations hereunder without the prior written    
approval of the Buyer and the Shareholders; provided, however, that the Buyer   
may; (i) assign any or all of its rights and interests hereunder to one or more 
of its Affiliates; (ii) designate one or more of its Affiliates to perform its  
obligations hereunder (in any or all of which cases the Buyer nonetheless shall 
remain responsible for the performance of all of its obligations hereunder); and
(iii) assign any or all of its rights and interests hereunder to any purchaser  
of the Buyer or of substantially all of the Buyer's assets.                     

(e) Counterparts. This Agreement may be executed in one or more   
counterparts, each of which shall be deemed an original but all of which        
together will constitute one and the same instrument.                           

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(f) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or    
interpretation of this Agreement.                                               

(g) Notices. All notices, requests, demands, claims, and other    
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two    
business days after) it is sent by registered or certified mail, return receipt 
requested, postage prepaid, and addressed to the intended recipient as set forth
below:                                                                          

If to the Shareholders:          Copy to:                                       
-----------------------          --------                                       

The Stichting ResearchFonds      Dorsey & Whitney LLP                           
Pathologie                       250 Park Avenue                                
p/a Department of Pathology      New York, NY  10177                            
De Boelelaan 1117                                                               
Post Box 7057                    Attn:  J. Eric Maki, Esq.                      
1007 MB                                                                         
Amsterdam, The Netherlands                                                      

Attn: Ewald C.R.M. Keijser       Copy to:                                       
--------      

If to the Buyer:                 Ballard Spahr Andrews                          
----------------                            & Ingersoll, LLP                    
    1735 Market Street
Digene Corporation               51st Floor                                     
9000 Virginia Manor Road         Philadelphia, PA 19103-7599                    
Suite 207                                                                       
Beltsville, MD  20705            Attn:  Morris Cheston, Jr., Esq.               

Attn:  Evan Jones                                                               

Any Party may send any notice, request, demand, claim, or other communication   
hereunder to the intended recipient at the address set forth above using any    
other means (including personal delivery, expedited courier, messenger service, 
telecopy, telex, ordinary mail, or electronic mail), but no such notice,        
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any   
Party may change the address to which notices, requests, demands, claims, and   
other communications hereunder are to be delivered by giving the other Parties  
notice in the manner herein set forth.                                          

     (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Maryland without giving effect
to any choice or conflict of law provision or rule (whether of the State of     
Maryland or any other jurisdiction) or the fact that the Closing occurs in      
Pennsylvania                                                                    

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or any other fact that might cause the application of the laws of any           
jurisdiction other than the State of Maryland.                                  

(i) Amendments and Waivers. No amendment of any provision of this 
Agreement shall be valid unless the same shall be in writing and signed by the  
Buyer and the Shareholders. No waiver by any Party of any default,              
misrepresentation, or breach of warranty or covenant hereunder, whether         
intentional or not, shall be deemed to extend to any prior or subsequent        
default, misrepresentation, or breach of warranty or covenant hereunder or      
affect in any way any rights arising by virtue of any prior or subsequent such  
occurrence.                                                                     

       (j) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the      
validity or enforceability of the remaining terms and provisions hereof or the  
validity or enforceability of the offending term or provision in any other      
situation or in any other jurisdiction.                                         

  (k) Expenses. Each of the Parties will bear his or its own costs and
expenses (including legal fees and expenses) incurred in connection with this   
Agreement and the transactions contemplated hereby. The Shareholders agree that 
the Company has not borne and will not bear any of the Shareholders' costs and  
expenses (including any of their legal fees and expenses) in connection with    
this Agreement or any of the transactions contemplated hereby.                  

(l) Construction. The Parties have participated jointly in the    
negotiation and drafting of this Agreement. In the event an ambiguity or        
question of intent or interpretation arises, this Agreement shall be construed  
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of   
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and           
regulations promulgated thereunder, unless the context requires otherwise. The  
word "including" shall mean including without limitation. The Parties intend    
that each representation, warranty, and covenant contained herein shall have    
independent significance. If any Party has breached any representation,         
warranty, or covenant contained herein in any respect, the fact that there      
exists another representation, warranty, or covenant relating to the same       
subject matter (regardless of the relative levels of specificity) which the     
Party has not breached shall not detract from or mitigate the fact that the     
Party is in breach of the first representation, warranty, or covenant.          

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  (m) Incorporation of Exhibits, Annexes, and Schedules. The Exhibits,
Annexes, and Schedules identified in this Agreement are incorporated herein by  
reference and made a part hereof.                                               

   (n) Specific Performance. Each of the Parties acknowledges and agrees
that the other Parties would be damaged irreparably in the event any of the     
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached. Accordingly, each of the Parties agrees that   
the other Parties shall be entitled to an injunction or injunctions to prevent  
breaches of the provisions of this Agreement and to enforce specifically this   
Agreement and the terms and provisions hereof.                                  

 *****

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

DIGENE CORPORATION                                                              

By:/s/ Evan Jones                                                               
-------------------------------                                           
Evan Jones, President &                                                   
Chief Executive Officer                                                   

STICHTING RESEARCHFONDS PATHOLOGIE                                              

By:/s/ Prof. C.J.L.M. Meijer    /s/ Dr. H.B. Jansen                             
---------------------------------------------------                       
Name:  Professor C.J.L.M. Meijer                                          
Title: Chairman                                                           

/s/ Ewald C.R.M. Keijser                                                        
----------------------------------                                              
Ewald C.R.M. Keijser                                                            

/s/ Christophorus J.L.M. Meijer                                                 
----------------------------------                                              
Christophorus J.L.M. Meijer                                                     

/s/ Jan M.M. Walboomers                                                         
----------------------------------                                              
Jan M.M. Walboomers                                                             

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SCHEDULE 2(a) 

                                                                [Download Table]

     SHAREHOLDER                                 NO. OF SHARES OF COMMON STOCK
     -----------                                 -----------------------------

                                                                              
STICHTING RESEARCHFONDS PATHOLOGIE                          100,037           

EWALD C.R.M. KEIJSER                                         45,471           

CHRISTOPHORUS J.L.M. MEIJER                                  18,188           

JAN M.M. WALBOOMERS                                          18,188           

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 OMITTED SCHEDULES, EXHIBITS AND ANNEX

      Copies of the following documents have been omitted from this filing but
will be furnished supplementally to the Securities and Exchange Commission upon 
request.                                                                        

Disclosure Schedules --                                                         
 Schedule 4(a) - Name of Shareholders and Ownership of Company Stock
Schedule 5(a) - Managing Directors and Officers of the Company    
       Schedule 5(c) - Consents, Notices, Filings, Authorizations and Government
Approvals Required to Consummate the Transaction                  
Schedule 5(e) - Company Assets Subject to Liens                   
       Schedule 5(h) - Significant Events Subsequent to December 31, 1997 in the
 Business, Financial Condition, Operations, Results of Operations or
Future Prospects of the Company                                   
       Schedule 5(k) - List of Tax Returns Filed for Taxable Periods Ended On or
After December 31, 1995                                           
       Schedule 5(m)(iii) - Intellectual Property Owned by the Company; Existing
or Pending Registrations                                          
       Schedule 5(m)(iv) - Intellectual Property Owned by a Third Party Licensed
for Use by the Company                                            
Schedule 5(p) - Contracts to which the Company is a Party         
     Schedule 5(v) - Shareholders or Affiliate Ownership of any Interest In,
       or Service as a Managing Director, Officer, Employee or Consultant of any
  Corporation, Partnership or Firm that is a Competitor of the Company

Exhibit A   --   Historical Financial Statements                                

Exhibit B-1 --   Confidentiality and Non-Competition Agreement -                
Ewald C.R.M. Keijser                          

Exhibit B-2 --   Confidentiality and Non-Competition Agreement -                
Christophorus J.L.M. Meijer                   

Exhibit B-3 --   Confidentiality and Non-Competition Agreement -                
Jan M.M. Walboomers                           

Exhibit C-1 --   Consulting Agreement - Ewald C.R.M. Keijser                    

Exhibit C-2 --   Consulting Agreement - Christophorus J.L.M. Meijer             

Exhibit C-3 --   Consulting Agreement - Jan M.M. Walboomers                     

Annex 1 -- Notarial Deed of Transfer                                            

33

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		5/1/93		22
		11/10/95		22
		12/31/95		16		37
		3/26/96		22
		12/31/96		16					10-Q
		6/30/97		14					10-K
		9/30/97		14					10-Q
		11/10/97		13
		12/31/97		14		37			10-Q
		3/31/98		14					10-Q
		5/31/98		16
For The Period Ended		6/30/98		1		10
		7/15/98		29
Filed On / Filed As Of		9/28/98
Top									List All Filings