INVESTOR RIGHTS AGREEMENT

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Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (the "AGREEMENT") is made as of May 31,

2007, by and among Third Wave Japan, Inc., a Japanese corporation (the

"COMPANY"), Third Wave Technologies, Inc., a Delaware corporation (the

"PARENT"), and the entities listed on Exhibit A attached hereto (each, an

"INVESTOR," and collectively, the "INVESTORS").

RECITALS

A. WHEREAS: The Parent and some of the Investors entered into an Investors

Rights Agreement dated April 21, 2006 (the "Original IRA").

B. WHEREAS: Some of the Investors have purchased from the Company shares of

its Series A Preferred Stock, pursuant to the Series A Preferred Stock Purchase

Agreement between the Company and the Investors, dated March 31, 2006 (the

"SERIES A PURCHASE AGREEMENT").

C. WHEREAS: The Investors intend to purchase from the Company shares of its

Series A Preferred Stock, pursuant to the Series A Preferred Stock Purchase

Agreement between the Company and the Investors, dated of even date herewith

(the "SERIES A PURCHASE AGREEMENT NO.2").

D. WHEREAS: In consideration for the Investors' investments in the Company,

the Investors, the Company and the Parent have agreed to enter into this

Agreement and to terminate the Original IRA upon the execution of this

Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein contained,

and other consideration, the receipt and adequacy of which hereby is

acknowledged, the parties hereto agree as follows:

SECTION 1

CERTAIN DEFINITIONS

For purposes of this Agreement, the following terms have the following

meanings:

1.1 "AFFILIATE" means any business entity which controls, is controlled by

or is under common control of a party and, for the purposes of this definition,

a business entity shall be deemed to "control" another business entity if it

owns, directly or indirectly, at least twenty percent (20%) of the shares of

such business entity or any other comparable equity or ownership interest with

respect to a business entity other than a corporation.;

1.2 "CHANGE OF CONTROL" means (i) a merger or consolidation of the Company

or Parent, as the case may be, or other transaction where the Company's

shareholders or the Parent's stockholders, as the case may be, immediately

before the transaction do not hold more than fifty percent (50%) of the

outstanding voting shares of the surviving entity after such transaction, or

(ii) a sale, lease, transfer

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or other disposition of all or substantially all of the assets of the Company or

the Parent, as the case may be.

1.3 "ELIGIBLE INVESTORS" shall mean the Shareholders other than the Seller.

1.4 "CO-SALE SHARE" means, as to each Eligible Investor's Right of Co-Sale,

the percentage determined by dividing (i) the number of shares of Stock held by

the Eligible Investor by (ii) the number of shares of Stock held by the Seller

and all Eligible Investors participating in the Right of Co-Sale pursuant to

Section 6 hereof.

1.5 "NEW SECURITIES" shall have the meaning in Section 3.2.

1.6 "PREEMPTIVE RIGHT" means the preemptive right provided to the

Shareholders in Section 3 of this Agreement.

1.7 "QUALIFIED IPO" means the Company's sale of its common stock in a bona

fide, firm commitment underwriting pursuant to a registration statement filed

with the Japanese Financial Services Agency, with aggregate proceeds to the

Company of at least Y1,000,000,000 and a per share price to the public of at

least two times the price paid by the Investors for the Company's Series A

Preferred Stock under the Series A Purchase Agreement No. 2.

1.8 "RIGHT OF CO-SALE" means the right of co-sale provided to the Eligible

Investors in Section 6 of this Agreement.

1.9 "RIGHT OF FIRST REFUSAL" means the right of first refusal provided to

the Company and the Eligible Investors in Section 5 of this Agreement.

1.10 "SERIES A PREFERRED STOCK" means the Company's Series A Preferred

Stock.

1.11 "SERIES A PURCHASE AGREEMENT" and "SERIES A PURCHASE AGREEMENT NO.2"

shall have the meaning in the Recitals.

1.12 "SELLER" means the Parent or any Investor proposing to Transfer Stock.

1.13 "SHAREHOLDERS" means the Parent and the Investors.

1.14 "STOCK" means and includes all common stock and preferred stock of the

Company.

1.15 "TRANSFER" means and includes any sale, assignment, encumbrance,

hypothecation, pledge, conveyance in trust, gift or other transfer or

disposition of any kind, including but not limited to transfers to receivers,

levying creditors, trustees or receivers in bankruptcy proceedings or general

assignees for the benefit of creditors, whether voluntary or by operation of

law, directly or indirectly, except:

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(a) any transfers by the Parent in connection with a Change of Control

of the Parent;

(b) any transfers by any Shareholder to its Affiliate other than

transfers between TWJ and TWT;

(c) any bona fide gift, provided that the Seller shall inform the

Eligible Investors of such gift prior to effecting it and provided that the

pledgee, transferee or donee or other recipient executes a counterpart copy of

this Agreement and becomes bound thereby as was the Seller;

(d) by operation of law; or

(e) any transfer to the Company or an Eligible Investor pursuant to

the terms of this Agreement.

1.16 "BUSINESS DAY" means any day from Monday to Friday, except for the

holidays on which commercial banking institutions in either Japan or the State

of Wisconsin in the US are authorized or obligated by law to be closed.

SECTION 2

INFORMATION AND INSPECTION RIGHTS

2.1 INFORMATION RIGHTS. So long as at least fifty percent (50%) of the

Series A Preferred Stock remains outstanding and the Investors continue to own

at least fifty percent (50%) of the shares of such Series A Preferred Stock (or

shares of common stock issued upon conversion of the Series A Preferred Stock)

held by the Investors as of the date of this Agreement, the Company will furnish

the following reports to any Investor that owns at least sixteen percent (16%)

of the then issued and outstanding Series A Preferred Stock:

(a) within one hundred twenty (120) days after the end of each fiscal

year of the Company, a consolidated balance sheet of the Company and its

subsidiaries, if any, as at the end of such fiscal year, and consolidated

statements of income and cash flows of the Company and its subsidiaries, if any,

for such year, prepared in accordance with generally accepted accounting

principles in Japan consistently applied, certified by independent public

accountants of recognized national standing selected by the Company.

(b) within forty-five (45) days after the end of the first, second,

and third quarterly accounting periods in each fiscal year of the Company, an

unaudited consolidated balance sheet of the Company and its subsidiaries, if

any, as of the end of each such quarterly period, and unaudited consolidated

statements of income and cash flows of the Company and its subsidiaries, if any,

for such period.

(c) within fifteen (15) days after the end of each month, an unaudited

consolidated balance sheet of the Company and its subsidiaries, if any, as of

the end of such monthly period, and consolidated statements of income and cash

flows of the Company and its subsidiaries, if any, for such period.

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(d) within forty-five (45) days after the end of each fiscal quarter,

an up-to-date capitalization table, including the names of each shareholder and

option or warrant holder and the number of shares, options or warrants held by

each such holder, certified by the management member chiefly responsible for the

finances of the Company.

(e) at least thirty (30) days prior to the beginning of each fiscal

year, an operating plan for such fiscal year, including consolidated capital and

operating expense budgets, cash flow projections and income and loss projections

for the Company and its subsidiaries in respect of such fiscal year, all

itemized in reasonable detail and prepared on a monthly basis, and, promptly

after preparation, any revisions to any of the foregoing.

2.2 INSPECTION RIGHTS. So long as at least fifty percent (50%) of the

Series A Preferred Stock remains outstanding and the Investors continue to own

at least fifty percent (50%) of the shares of such Series A Preferred Stock (or

shares of common stock issued upon conversion of the Series A Preferred Stock)

held by the Investors as of the date of this Agreement, the Company will afford

to each Investor that owns at least sixteen percent (16%) of the then issued and

outstanding Series A Preferred Stock, and to each such Investor's accountants

and counsel, reasonable access during normal business hours and with reasonable

advance notification, to all of the Company's respective properties, books and

records. Each such Investor shall have such other reasonable access, with

reasonable advance notification, to management and information as is necessary

for it to comply with applicable laws and regulations and reporting obligations.

The Company shall not be required to disclose details of contracts with or work

performed for specific customers and other business partners where to do so

would violate confidentiality obligations to those parties. The Investors may

exercise their rights under this Section 2.2 only for purposes reasonably

related to their interests under this Agreement and related agreements. The

rights granted pursuant to this Section 2.2 may not be assigned or otherwise

conveyed by the Investors or by any subsequent transferee of any such rights

without the prior written consent of the Company.

2.3 CONFIDENTIALITY. Anything in Section 2 to the contrary notwithstanding,

no Investor by reason of this Agreement shall have access to any trade secrets

or confidential information of the Company. Each Investor hereby agrees to hold

in the strictest confidence and trust, and to take reasonable precautions to

prevent the unauthorized use or disclosure of, any confidential information

provided pursuant to this Agreement. The Company shall not be required to comply

with any obligation under this Section 2 in respect of any Investor whom the

Company reasonably determines to be a competitor or an officer, employee,

director or holder of more than ten percent (10%) of the stock of a competitor.

2.4 TERMINATION OF INFORMATION AND INSPECTION RIGHTS. Each Investor's

information and inspection rights set forth in this Section 2 shall terminate in

accordance with Section 10.1 hereof.

SECTION 3

PREEMPTIVE RIGHTS

3.1 PREEMPTIVE RIGHTS TO SHAREHOLDERS. The Company hereby grants to the

Shareholders, the preemptive right to purchase a pro rata share of New

Securities (as defined in

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Section 3.2) which the Company may, from time to time, propose to sell and issue

(the "PREEMPTIVE RIGHT"). A Shareholder's pro rata share, for purposes of the

Preemptive Right, is the ratio of the number of shares of common stock owned by

such Shareholder immediately prior to the issuance of New Securities, assuming

full conversion of the Shares and exercise of any option or warrant held by said

Shareholder, to the total number of shares of common stock outstanding

immediately prior to the issuance of New Securities, assuming full conversion of

the Shares and exercise of all outstanding convertible securities, rights,

options and warrants to acquire common stock of the Company. Each Shareholder

shall have a right of over-allotment such that if any Shareholder fails to

exercise its right hereunder to purchase its pro rata share of New Securities,

the other Shareholders may purchase the non-purchasing Shareholder's portion on

a pro rata basis within ten (10) Business Days from the Purchase Deadline (as

defined below).

3.2 NEW SECURITIES. "NEW SECURITIES" shall mean any capital stock

(including common stock and/or preferred stock) of the Company whether now

authorized or not, and securities of any type whatsoever that are, or may

become, convertible into capital stock; provided that the term "New Securities"

does not include:

(a) securities purchased under the Series A Purchase Agreement or

Series A Purchase Agreement No.2;

(b) shares of common stock issued or issuable upon conversion of

shares of preferred stock;

(c) shares of common stock issued or issuable upon exercise of any

warrants prior to the date of this Agreement;

(d) shares of common stock issued or issuable (including securities

convertible into or exercisable for common stock) to officers, directors and

employees of, or consultants to, the Company pursuant to stock grants, option

plans, purchase plans or other stock incentive programs or similar arrangements

approved by the Board of Directors of the Company, or upon exercise of options

or warrants granted to such parties pursuant to any such plan or arrangement;

(e) shares of common stock issued upon the exercise or conversion of

options or convertible securities of the Company outstanding as of the date of

this Agreement, as amended, or that are subsequently issued pursuant to the

carve-outs of Sections 3.2(a)-(j) hereof, as amended;

(f) shares of common stock issued or issuable (including securities

convertible into or exercisable for common stock) as a dividend or distribution

on preferred stock, or pursuant to any event for which adjustment is made to the

number of shares of common stock outstanding, including, without limitation, a

stock split, stock dividend, subdivision of shares of common stock or other

similar transaction, or pursuant to any other event for which adjustment is made

pursuant to the Articles of Incorporation of the Company (the "ARTICLES");

(g) shares of common stock issued in a registered public offering

under the Securities and Exchange Law, as amended, pursuant to which all

outstanding shares of preferred stock are automatically converted into common

stock;

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(h) shares of common stock issued or issuable (including securities

convertible into or exercisable for common stock) pursuant to the acquisition of

another entity by the Company by merger, purchase of equity, purchase of

substantially all of the assets, or other reorganization, or pursuant to a joint

venture agreement, provided, that such issuances are approved by the Board of

Directors of the Company;

(i) shares of common stock issued or issuable (including securities

convertible into or exercisable for common stock) to lenders, service providers,

equipment lessors or other financial institutions pursuant to a commercial

leasing, debt financing, service or consulting transaction, each as approved by

the Board of Directors of the Company; and

(j) shares of common stock issued or issuable (including securities

convertible into or exercisable for common stock) in connection with sponsored

research, collaboration, license, development, OEM, marketing, acquisition, or

other similar agreements or strategic transactions approved by the Board of

Directors of the Company.

3.3 NOTICE OF EXERCISE. In the event the Company proposes to undertake an

issuance of New Securities, it shall give each Shareholder written notice of its

intention, describing the type of New Securities, and their price and the

general terms upon which the Company proposes to issue the same. Each

Shareholder shall have ten (10) Business Days after any such notice is mailed or

delivered (the "PURCHASE DEADLINE") to agree to purchase such Shareholder's pro

rata share of such New Securities for the price and upon the terms specified in

the notice by giving written notice to the Company and stating therein the

quantity of New Securities to be purchased.

3.4 FAILURE TO EXERCISE. In the event the Shareholders fail to exercise

fully their Preemptive Rights within said ten (10) Business Day period and after

the expiration of the additional ten (10) Business Day period for the exercise

of the over-allotment provisions of Section 3.1, the Company shall have ninety

(90) days thereafter to sell or enter into an agreement (pursuant to which the

sale of New Securities covered thereby shall be closed, if at all, within ninety

(90) days from the date of said agreement) to sell the New Securities respecting

which the Shareholders' Preemptive Rights set forth in Section 3.1 were not

exercised, at a price and upon terms no more favorable to the purchasers thereof

than specified in the Company's notice to Shareholders pursuant to Section 3.3.

In the event the Company has not sold the New Securities within such ninety (90)

day period, the Company shall not thereafter issue or sell any New Securities,

without first again offering such securities to the Shareholders in the manner

provided in Section 3.1 above.

3.5 ASSIGNMENT OF PREEMPTIVE RIGHT. The Preemptive Right may not be

assigned or transferred, except that (i) such right is assignable by each

Shareholder to the Affiliates of any such Shareholder, and (ii) such right is

assignable between and among any of the Shareholders.

3.6 INAPPLICABILITY AND TERMINATION OF PREEMPTIVE RIGHT. The Preemptive

Right shall not be applicable to the Company's Qualified IPO, and shall

terminate in accordance with Section 10.1 hereof.

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SECTION 4

RESTRICTIONS ON TRANSFER

4.1 GENERAL. Before a Seller may Transfer any Stock, securities convertible

into Stock, or Stock issued upon conversion of any securities held by the Seller

as of the date hereof (as adjusted for any stock dividends, stock splits,

recapitalizations and the like), the Company or its assignee(s) and the Eligible

Investors shall have a Right of First Refusal to purchase such Stock on the

terms and conditions set forth herein.

4.2 NOTICE OF PROPOSED TRANSFER. Prior to the Seller Transferring any

Stock, the Seller shall deliver to the Company and the Eligible Investors a

written notice (the "TRANSFER NOTICE") stating: (i) the Seller's bona fide

intention to sell or otherwise Transfer such Stock (the "OFFERED SHARES"); (ii)

the name, address and phone number of each proposed purchaser or other

transferee ("PROPOSED TRANSFEREE"); (iii) the aggregate number of Offered Shares

to be Transferred to each Proposed Transferee; (iv) the bona fide cash price or

other consideration for which the Seller proposes to Transfer the Offered Shares

(the "OFFERED PRICE"); (v) each Eligible Investor's right to exercise either its

Right of First Refusal or its Right of Co-Sale (but not both rights) with

respect to the Offered Shares; and (vi) a deadline, consistent with the terms of

this Agreement, within which the Company and Eligible Investors must exercise

such rights.

SECTION 5

RIGHT OF FIRST REFUSAL

5.1 TRANSFER OF SHARES TO THE COMPANY. The Company may elect itself as the

transferee of the Offered Shares, provided that the Company shall purchase all

but not less than all of the Offered Shares and shall give written notice of

such election to the Seller within fifteen (15) Business Days after the date on

which the Transfer Notice is, pursuant to Section 11.1 hereof, deemed to have

been delivered to the Company and the Eligible Investors (the "INITIAL REFUSAL

PERIOD").

5.2 INITIAL EXERCISE BY THE ELIGIBLE INVESTORS. Subject to the limitations

of this Section 5.2, the Eligible Investors and their Affiliates appointed by

the Eligible Investors shall have the Right of First Refusal to purchase all or

any part of the Offered Shares should the Company not elect itself as the

transferee of the Offered Shares pursuant to Section 5.1 hereof; provided that

each Eligible Investor so electing gives written notice of the exercise of such

right to the Seller within the Initial Refusal Period. Upon the earlier to occur

of (a) the termination of the Initial Refusal Period and (b) the time when the

Seller has received written confirmation from the Company regarding its exercise

of its Right First Refusal, the Eligible Investors' Rights of First Refusal

shall expire. To the extent that the Company elects not to purchase the Offered

Shares, the Company shall allocate the Offered Shares to the Eligible Investors,

and shall give written notice thereof to the Seller within the Initial Refusal

Period. To the extent that the aggregate number of shares that the Eligible

Investors desire to purchase exceeds the number of Offered Shares, each Eligible

Investor will be entitled to purchase a fraction of the Offered Shares, the

numerator of which shall be the number of shares of common stock (assuming

conversion of all securities then outstanding that are convertible into common

stock) owned by such Eligible Investor on the date of the Transfer Notice and

the denominator of which shall be the number

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of shares of Stock held by all Eligible Investors exercising their Right of

First Refusal. Within five (5) Business Days after the expiration of the Initial

Refusal Period (the "CONFIRMATION PERIOD"), the Seller will give written notice

to the Company and each Eligible Investor specifying the number of Offered

Shares that was subscribed by the Company or the Eligible Investors exercising

their Rights of First Refusal, as the case may be (the "CONFIRMATION NOTICE").

The Confirmation Notice shall specify the number of Offered Shares to be

purchased by the Company or those Eligible Investors who are exercising their

Rights of First Refusal. If the Company does not elect itself as the transferee

of the Offered Shares, the Confirmation Notice shall also specify the number of

Offered Shares not purchased, if any, and list each Participating Investor's (as

defined in Section 5.3 hereof) share of the Offered Shares. This Right of First

Refusal shall not apply with respect to Offered Shares sold by the Investors

under the Right of Co-Sale.

5.3 SUBSEQUENT EXERCISE BY THE ELIGIBLE INVESTORS. Each Eligible Investor

electing to exercise its Right of First Refusal to purchase at least its full

pro rata share of the Offered Shares under Section 5.2 hereof (a "PARTICIPATING

INVESTOR") shall have a right of reallotment such that if, after the Eligible

Investors exercise their respective Rights of First Refusal, there remain any

Offered Shares that are not purchased by the Eligible Investors within the

Initial Refusal Period, then each such Participating Investor may elect to

purchase all (or any portion of) such Participating Investor's pro rata share of

the Offered Shares not previously purchased. For the purpose of the preceding

sentence, each Participating Investor's pro rata share shall be a fraction of

the Offered Shares not previously purchased, the numerator of which shall be the

number of shares of common stock (assuming conversion of all securities then

outstanding that are convertible into common stock) owned by such Participating

Investor on the date of the Transfer Notice and the denominator of which shall

be the total number of shares of common stock (assuming conversion of all

securities then outstanding that are convertible into common stock) held by all

Participating Investors on the date of the Transfer Notice. Each Eligible

Investor exercising its right pursuant to this Section 5.3 shall do so by giving

written notice to the Seller within seven (7) Business Days after delivery of

the Confirmation Notice to such Eligible Investor pursuant to Section 11.1 (the

"SUBSEQUENT REFUSAL PERIOD").

5.4 PURCHASE PRICE. The purchase price for the Offered Shares to be

purchased by the Company or by an Eligible Investor exercising its Right of

First Refusal under this Agreement will be the Offered Price, and will be

payable as set forth in Section 5.5 hereof. If the Offered Price includes

consideration other than cash, the cash equivalent value of the non-cash

consideration will be determined by the Board of Directors of the Company in

good faith, which determination will be binding upon the Company, each Eligible

Investor and the Seller, absent fraud or error.

5.5 PAYMENT. Payment of the purchase price for the Offered Shares purchased

by the Company or by an Eligible Investor exercising its Right of First Refusal

will be made within ten (10) Business Days after the later of (i) the end of the

Confirmation Notice Period, or (ii) where applicable, the end of the Subsequent

Refusal Period. Payment of the purchase price will be made, at the option of the

Company or the exercising Eligible Investor, (i) in cash (by check), (ii) by

cancellation of all or a portion of any outstanding indebtedness of the Seller

to the Company or the Eligible Investor, as the case may be, or (iii) by any

combination of the foregoing.

5.6 RIGHTS AS A SHAREHOLDER. If the Company or any Eligible Investor

exercises its Right of First Refusal to purchase the Offered Shares, then, upon

the date that the notice of such exercise by

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the Company or any Eligible Investor is deemed delivered to the Seller pursuant

to Section 11.1 hereof, the Seller will have no further rights as a holder of

the Offered Shares except the right to receive payment for the Offered Shares

from the Company or the Eligible Investor(s), as the case may be, in accordance

with the terms of this Agreement, and the Seller will forthwith cause all

certificate(s) evidencing such Offered Shares, properly endorsed for Transfer,

to be surrendered for Transfer to the Company or the Eligible Investor, as the

case may be.

5.7 SELLER'S RIGHT TO TRANSFER. If the Company and each Eligible Investor

have not elected to purchase all or any portion of the Offered Shares, then,

with respect to such portion of Offered Shares (the "TRANSFERABLE PORTION"), the

Right of First Refusal shall not apply to such Transfer, and the Seller may

Transfer the Transferable Portion to any Proposed Transferee, at the Offered

Price or at a higher price; provided that such Transfer shall still be subject

to the Investors' Right of Co-Sale as defined in Section 6 hereof; provided

further that such Transfer (i) is consummated within ten (10) Business Days

after the end of the Subsequent Refusal Period, (ii) is on terms no more

favorable than the terms proposed in the Transfer Notice and (iii) is in

accordance with all the terms of this Agreement. If the Offered Shares are not

so Transferred during such ten (10) Business Day period, then the Seller may not

Transfer any of such Offered Shares without complying again in full with the

provisions of this Agreement.

SECTION 6

RIGHT