Amendment No.1 To The Marketing & Distribution

EXHIBIT 10.1

AMENDMENT NO. 1
TO THE MARKETING AND DISTRIBUTION AGREEMENT

This Amendment No. 1 (this "Amendment") is made as of the 28th day of January, 2002, by and between Abbott Laboratories, an Illinois corporation having its principal place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6400 ("Abbott"), and Digene Corporation, a Delaware corporation having its principal place of business at 1201 Clopper Road, Gaithersburg, Maryland 20878 ("Digene"), and amends the Marketing and Distribution Agreement, dated as of May 7, 1999 between Abbott and Digene (the "Agreement"). All capitalized terms used in this Amendment without definition shall have the meanings given to such terms in the Agreement.

RECITALS

Digene and Abbott are Parties to the Agreement pursuant to which Digene appointed Abbott as Digene's: (a) exclusive distributor of CT/GC in the CT/GC Territory for use in the Field; (b) exclusive distributor of HBV in the HBV Territory for use in the Field; (c) exclusive distributor of HPV in the HPV Territory for use in the Field; (d) non-exclusive distributor of Equipment in the Territory for use with respect to Products in the CMV Territory with respect to CMV in the Field; (e) non-exclusive distributor of CMV in the CMV Territory for use in the Field; and (f) non-exclusive distributor of SHARP in the SHARP Territory for use in the Field.

On April 30, 2001, Digene (a) terminated the terms and provisions of the Agreement as applied to Digene's HPV Products, Product Accessories and Equipment, and (b) converted Abbott's distribution rights under the Agreement for Digene's HBV Products to non-exclusive for the remainder of the Term with respect to HBV.

Digene and Abbott have agreed that Digene will purchase Abbott's exclusive rights under the Agreement to CT/GC in the CT/GC Territory, (the "CT/GC Business"), subject to the creation of a limited, non-exclusive wind-down period for the sales of CT/GC Products and Product Accessories by Abbott in Europe, the Middle East and Africa ending on April 30, 2002 (the "Wind-Down Termination Date").

Digene and Abbott have further agreed to settle and satisfy all obligations of both Digene and Abbott related to the reconciliation of AUPs (as defined in Section 6.4 of the Agreement) for the Products.

Abbott and Digene desire to enter into this Amendment to modify the Agreement to reflect termination of the Term with respect to CT/GC and to amend the obligations of the Parties to reconcile AUPs for the Products.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, ...