Digene Corp Sample Contracts

1 EXHIBIT 10.37 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 28th, 1998 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
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BETWEEN
Distribution Agreement • September 12th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
LEASE
Lease Agreement • May 15th, 1998 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland
WITNESSETH
Employment Agreement • September 12th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
UNDERWRITING AGREEMENT
Underwriting Agreement • October 9th, 1997 • Digene Corp • In vitro & in vivo diagnostic substances • New York
WITNESSETH
License Agreement • September 28th, 2000 • Digene Corp • In vitro & in vivo diagnostic substances
AMENDMENT TO THE RESELLER AGREEMENT DATED 22ND DAY OF JULY, 1996 AND 24TH DAY OF JULY, 1997
Reseller Agreement • May 15th, 2001 • Digene Corp • In vitro & in vivo diagnostic substances
AGREEMENT
Marketing and Distribution Agreement • December 21st, 1999 • Digene Corp • In vitro & in vivo diagnostic substances • Illinois
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • February 2nd, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company and its subsidiaries will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a threatened or pending Change in Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Employee with compensation arrangements upon a Change in Control that provide the Employee with individual financial security and which are competitive with those of other comparably situated companies and, in order to accomplish these objectives, the Board has authorized the Company to e

EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland

This EMPLOYMENT AGREEMENT, dated as of November 13, 2006, is by and between Daryl J. Faulkner (the “Executive”) and Digene Corporation, a Delaware corporation (the “Company”). The Executive and the Company agree as follows:

FINAL EXECUTED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 21st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
DIGENE CORPORATION 3,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • November 16th, 2005 • Digene Corp • In vitro & in vivo diagnostic substances • New York

Digene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), an aggregate of 2,000,000 shares and, at the option of the Underwriters, up to an additional 300,000 shares, of Common Stock, par value $0.01 per share, of the Company (the “Stock”) and Armonk Partners (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 1,000,000 shares and, at the option of the Underwriters, up to additional 150,000 shares of Stock. The aggregate of 3,000,000 shares to be sold by the Company and the Selling Stockholder is herein called the “Underwritten Shares” and the aggregate of 450,000 additional shares to be sold by the Company and the Selling Stockholder is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.

WITNESSETH
Employment Agreement • February 12th, 1999 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 15th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of April, 2001, by and between Digene Corporation, a Delaware corporation (“Digene”), and Roche Molecular Systems, Inc., a Delaware corporation and an affiliate of F. Hoffman-La Roche, Ltd., a corporation organized under the laws of Switzerland (collectively, “Roche”).

INDEMNITY AND CONTRIBUTION AGREEMENT
Indemnity and Contribution Agreement • November 16th, 2005 • Digene Corp • In vitro & in vivo diagnostic substances • New York

This Indemnity and Contribution Agreement (this “Agreement”), dated November 15, 2005, is by and between Digene Corporation, a Delaware corporation (the “Company”) and Armonk Partners, a Connecticut partnership (the “Selling Stockholder”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of January, 2002, by and between Digene Corporation, a Delaware corporation (“Digene”), and Abbott Laboratories, an Illinois corporation (“Abbott”).

December 20, 2002 CONFIDENTIAL Roche Molecular Systems, Inc. 4300 Hacienda Drive Pleasanton, CA 94588-2722 Attention: Peter Saladin, Vice President, Finance Re: Amendment No. 3 to the Letter Agreement Dear Peter:
Letter Agreement • February 7th, 2003 • Digene Corp • In vitro & in vivo diagnostic substances

On April 29, 2001, Roche Molecular Systems, Inc., a Delaware corporation and an affiliate of F. Hoffmann-La Roche, Ltd., a corporation organized under the laws of Switzerland (“Roche”), and Digene Corporation, a Delaware corporation (“Digene”), entered into a letter agreement to set forth the understanding between Roche and Digene regarding the sale, marketing and distribution of Digene’s Hybrid Capture® HPV products and the negotiation of a strategic collaboration and relationship, which letter agreement was amended by the Amendment to the Letter Agreement dated September 7, 2001 (which is hereinafter referred to as Amendment No. 1) and the Amendment to the Letter Agreement dated October 24, 2001 (which is hereinafter referred to as Amendment No. 2). The Letter Agreement dated April 29, 2001, Amendment No. 1 and Amendment No. 2 are collectively hereinafter referred to as the “Letter Agreement”. The purpose of this letter agreement (“Amendment No. 3”) is to amend certain terms of the L

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • New York

This Agreement is being entered into pursuant to the Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser (the “Purchase Agreement”).

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • November 8th, 2004 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

Plaintiff-Counterclaim Defendant Enzo Life Sciences, Inc., Defendant-Counterclaim-Plaintiff Digene Corporation and Additional Counterclaim Defendant Enzo Biochem, Inc. have agreed to settle all claims arising out of the pleadings in this action, and all actions that could have been raised known or unknown with respect to the accused products, on terms including entry of the following Joint Stipulation and Order of Dismissal with Prejudice and a combined Settlement and License Agreement. Therefore, it is hereby stipulated by the parties and,

ORIGINAL EQUIPMENT MANUFACTURER SUPPLY AGREEMENT
Original Equipment Manufacturer Supply Agreement • September 27th, 2001 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

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

AGREEMENT AND PLAN OF MERGER BY AND AMONG QIAGEN N.V., QIAGEN NORTH AMERICAN HOLDINGS, INC., QIAGEN MERGER SUB, LLC AND DIGENE CORPORATION Dated June 3, 2007
Merger Agreement • June 4th, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into June 3, 2007 by and among QIAGEN N.V., a public limited liability company (Naamloze Vennootschap) organized in the Kingdom of The Netherlands (“Parent”), QIAGEN North American Holdings, Inc., a California corporation and wholly owned Subsidiary of Parent (“NAH”), QIAGEN MERGER SUB, LLC, a Delaware limited liability company and wholly owned Subsidiary of NAH (“Merger Sub”) and DIGENE CORPORATION, a Delaware corporation (the “Company”). Parent, NAH, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein shall have the respective meanings ascribed thereto in Section 9.13.

CYTYC CORPORATION 85 SWANSON RD BOXBOROUGH, MA 01719
Confidentiality Agreement • March 1st, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • Delaware

Solely in order to evaluate a possible negotiated transaction (the "Proposed Transaction") between Cytyc Corporation ("Cytyc") and Digene Corporation ("Digene"), each may disclose and deliver to the other party certain information about its properties, employees, finances, businesses, operations and prospects (such party when disclosing such information being the "Disclosing Party" and such party when receiving such information being the "Receiving Party"). All such information furnished by the Disclosing Party or its Representatives (as defined below), whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished, is referred to in this letter agreement as "Proprietary Information." The term "Proprietary Information" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based up

AMENDED AND RESTATED RESELLER AGREEMENT
Reseller Agreement • February 13th, 2004 • Digene Corp • In vitro & in vivo diagnostic substances • Massachusetts

THIS AGREEMENT is made as of the 10th day of December, 2003, by Applera Corporation, a Delaware corporation, acting through its Applied Biosystems Group (“Applied Biosystems”), with a principal place of business at 35 Wiggins Avenue, Bedford, Massachusetts 01730, U.S.A., and Digene Corporation, a Delaware corporation (“Digene”), with its principal place of business at 1201 Clopper Road, Gaithersburg, Maryland 20878, U.S.A.

EMPLOYMENT SEPARATION AGREEMENT AND RELEASE
Employment Separation Agreement • August 24th, 2006 • Digene Corp • In vitro & in vivo diagnostic substances

This Employment Separation Agreement and Release (the “Agreement”) is made and entered into this 15th day of August, 2006, by and between Digene Corporation, a Delaware corporation (the “Company”), and Charles M. Fleischman (the “Executive”). The Company and the Executive are sometimes referred to as the “Parties” or individually as a “Party.”

FOURTH AMENDMENT TO LEASE
Lease • February 8th, 2006 • Digene Corp • In vitro & in vivo diagnostic substances

THIS FOURTH AMENDMENT TO LEASE (the “Fourth Amendment”), is made as of November 15, 2005 (the “Effective Date”), by and between ARE-METROPOLITAN GROVE I, LLC, a Delaware limited liability company (“Landlord”), and DIGENE CORPORATION, a Delaware corporation (“Tenant”).

AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • Maryland

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2007, is by and between Attila T. Lorincz (the “Employee”) and Digene Corporation, a Delaware corporation (the “Company”). This Agreement shall be effective as of the end of the seven-day revocation period described in Section 15 of this Agreement (the “Effective Date”).

PURCHASE AGREEMENT
Purchase Agreement • February 14th, 2002 • Digene Corp • In vitro & in vivo diagnostic substances • New York

This PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2002, is entered into by and between Digene Corporation, a Delaware corporation with offices at 1201 Clopper Road, Gaithersburg, MD 20878 (the “Company”), and (the “Purchaser”), for the purchase and sale of shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company by the Purchaser, in the manner, and upon the terms, provisions and conditions set forth in this Agreement.

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