DIGENE CORPORATION 3,000,000 Shares of Common Stock Underwriting AgreementUnderwriting 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”.
INDEMNITY AND CONTRIBUTION AGREEMENTIndemnity 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”).
