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INDEMNITY AND CONTRIBUTION AGREEMENT

Contribution Agreement

INDEMNITY AND CONTRIBUTION AGREEMENT | Document Parties: DIGENE CORP You are currently viewing:
This Contribution Agreement involves

DIGENE CORP

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Title: INDEMNITY AND CONTRIBUTION AGREEMENT
Governing Law: New York     Date: 11/16/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.1

INDEMNITY AND CONTRIBUTION AGREEMENT

     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”).

RECITALS

      WHEREAS , pursuant to an Underwriting Agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Company, the Selling Stockholder and J.P. Morgan Securities Inc., as representative of the several underwriters identified therein (the “Underwriters”), the Company proposes to issue and sell to the Underwriters 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 the Selling Stockholder proposes to sell to the Underwriters an aggregate of 1,000,000 shares of Stock and, at the option of the Underwriters, up to an additional 150,000 shares of Stock.

      WHEREAS , under the Underwriting Agreement each of the Company and the Selling Stockholder makes certain representations and warranties to the Underwriters with respect to information about the Company and the Selling Stockholder, as the case may be, for use in the Registration Statement, Prospectus or Preliminary Prospectus, and provides the Underwriters with certain indemnification and contribution protections.

      WHEREAS , the Company and the Selling Stockholder desire to provide that the indemnification and contribution provisions contained in this Agreement will control as between the Company and the Selling Stockholder in the event that the Underwriters seek indemnification and/or contribution from the Company and/or the Selling Stockholder under the Underwriting Agreement.

      NOW, THEREFORE , the parties hereby, intending to be legally bound, agree as follows:

          1. Defined Terms . Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Underwriting Agreement.

          2. Representations and Warranties .

               (a)  Representations and Warranties Made by the Selling Stockholder. Notwithstanding the representations and warranties made by the Selling Stockholder to the Underwriters in paragraph 4(e) of the Underwriting Agreement, the Company hereby agrees to indemnify and hold harmless each of the Selling Stockholder and its partners and their respective successors, heirs and assigns, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (the “Liabilities”), joint and several, that arise out of, or are based upon, any claims for indemnification by an Indemnified Person from the Selling Stockholder under paragraph 8(b) of the Underwriting Agreement, except to the extent that the representations and warranties in paragraph 4(e) of the Underwriting Agreement relate to any statements in or omissions from the

 


 

Registration Statement, the Prospectus or any Preliminary Prospectus that are based on written information furnished to the Company by the Selling Stockholder specifically for use therein, it being understood and agreed that all such information is described in Exhibit A attached hereto.

               (b)  Representations and Warranties Made by the Company . Notwithstanding the representations and warranties made by the Company to the Underwriters in paragraph 3(b) of the Underwriting Agreement, the Selling Stockholder hereby agrees to indemnify and hold harmless each of the Company, its affiliates, directors, officers and employees and their respective successors, heirs and assigns, from and against any and all Liabilities, joint and several, that arise out of, or are based upon, any claims for indemnification by an Indemnified Person from the Company under paragraph 8(a) of the Underwriting Agreement to the extent that the representations and warranties in paragraph 3(b) of the Underwriting Agreement relate to any statements in or omissions from the Registration Statement, the Prospectus or any Preliminary Prospectus that are based on written information furnished to the Company by the Selling Stockholder specifically for use therein, it being understood and agreed that all such information is described in Exhibit A attached hereto.

          3. Indemnification and Contribution .

               (a)  Indemnification of the Selling Stockholder by the Company. Notwithstanding the indemnification provided by the Selling Stockholder to the Underwriters in paragraph 8(b) of the Underwriting Agreement, the Company hereby agrees to indemnify and hold harmless each of the Selling Stockholder and its partners and their respective successors, heirs and assigns, from and against any and all Liabilities, joint and several, to any Indemnified Person under paragraph 8(b) of the Underwriting Agreement to the extent that the Liabilities arise out of, or are based upon any untr


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