NONEXCLUSIVE SUBLICENSE AGREEMENT UNDER THE CASKEY PATENTS

EXHIBIT 10.23

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.

NONEXCLUSIVE SUBLICENSE
AGREEMENT UNDER THE CASKEY PATENTS

THIS NONEXCLUSIVE SUBLICENSE AGREEMENT (the “Agreement”) is made and is effective the thirtieth (30th) day of June 2006 (the “Effective Date”) by and between Digene Corporation (“DIGENE”), a Delaware corporation with its principal place of business at 1201 Clopper Road, Gaithersburg, MD 20878, and Abbott Laboratories (“ABBOTT”), an Illinois corporation having its principal place of business at 100 Abbott Park Road, Abbott Park, IL, 60064 USA

WITNESSETH:

RECITALS

WHEREAS, United States patent No. 5,582,989 and foreign counterparts thereto (the “Caskey Patents) generally disclose and claim certain inventions generally characterized as Multiple Genomic DNA Amplification for Deletion Detection;

WHEREAS, ABBOTT holds an exclusive license with the right to grant sublicenses under the Caskey Patents from the Baylor College of Medicine (“BAYLOR”);

WHEREAS, DIGENE is in the business of developing, manufacturing and selling diagnostic products; and

WHEREAS, ABBOTT and DIGENE have agreed to enter into a sublicense agreement with respect to the Caskey Patents, on the terms and conditions set forth herein,

DIGENE and ABBOTT agree hereto as follows:

1. DEFINITIONS

     1.1 “ Affiliate ” of a party shall mean any other person or entity that at the relevant time directly or indirectly controls, is controlled by, or is under common control with such party through the ownership or control, directly or indirectly, of more than 50% of all the voting power of the shares or other interests entitled to vote for the election of directors or other governing authority or otherwise having the power to govern the financial and operating policies or to appoint the management of an organization.

     1.2 “ Caskey Patents ” shall mean United States Patent No. 5,582,989 by Caskey, et al., as described above, and foreign counterparts thereto, continuations, continuations in part that Abbott has the right and power to grant a sublicense to such continuation in part, divisionals, reissues, and reexaminations thereof and patents and patent applications claiming priority therefrom, including, without limitation, the patents listed in Exhibit 1 and incorporated herein by reference.

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.

     1.3 “ Field ” shall mean human in vitro diagnostics.

     1.4 “ First Commercial Sale ” shall mean the first time DIGENE transfers Licensed Product to an independent third party or performs a Licensed Process for monetary consideration.

     1.5 “ Indemnitee ” shall mean:

     1.6 “ Licensed Process ” shall mean any process that would constitute, but for the sublicense granted herein, an infringement of any Valid Claim within the Caskey Patents.

     1.7 “ Licensed Product ” shall mean any product which, the making, using, selling, offering for sale or importing of which, would constitute, but for the sublicense granted herein, an infringement of any Valid Claim within the Caskey Patents.

     1.8 “ Valid Claim ” shall mean an issued claim of the Caskey Patents which has not been ruled invalid by a court or an administrative agency of competent jurisdiction from which all appeals have been exhausted.

2. GRANT

     2.1 Subject to the terms and conditions of this Agreement, ABBOTT hereby grants to DIGENE a fully paid-up worldwide, nonexclusive, irrevocable, nontransferable sublicense without the right to sublicense, to make, have made, use, offer for sale, sell, have sold, and import Licensed Products and Licensed Processes for use in the Field. The sublicense and right granted to DIGENE shall extend to any and all DIGENE Affiliates.

     2.2 The right to sell Licensed Product granted herein shall extend to DIGENE Distributors relative to the distribution of Licensed Products from their respective DIGENE supplier. The right to use Licensed Products shall extend to DIGENE’s end-user customers.

3. FEES

     3.1 In consideration for the sublicenses, releases and rights granted herein, DIGENE agrees to pay to ABBOTT or its designee the non-refundable sum of Three Million Five Hundred Thousand U.S. Dollars ($3,500,000) payable as follows:

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.

     3.2 DIGENE agrees that the fee specified in paragraph 3.1 herein, is a single fee for the paid up sublicense granted in paragraph 2.1, and that the fee is due and owing in the manner specified as of the Effective Date, and any subsequent decision by DIGENE to exercise its rights under the sublicense or not exercise its rights as the case may be, or any change in the status of the Caskey Patents shall have no effect on DIGENE’s continuing obligation to pay the fee and make the payments specified in paragraph 3.1.

     3.3 DIGENE agrees to pay to ABBOTT or its designee the non-refundable sum of [***********] U.S. Dollars ($[*******]) within sixty (60) days of the First Commercial Sale of a Licensed Product or a Licensed Process directed to the detection of any human papilloma virus (HPV). DIGENE shall notify ABBOTT promptly following its First Commercial Sale of a Licensed Product or a Licensed Process directed to the detection of any HPV.

     3.4 All payments due ABBOTT shall be made in U.S. Dollars by wire transfer to:

Bank Name: [*****]
SWIFT Code: [****]
ABA#: [*****]
Beneficiary Name: [*****]
Beneficiary Acct ID: [****]
Ref: Digene/Abbott Molecular Sublicense to Caskey Patents

or as ABBOTT may designate in a notice to DIGENE.

4. TERM AND TERMINATION

     4.1 Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement shall be in force from the Effective Date and shall remain in effect for the life of the Caskey Patents (i.e., until all of the Caskey Patents have expired). ABBOTT shall provide prompt written notice to DIGENE upon any earlier expiration or termination of any of the Caskey Patents than indicated in Exhibit 1.

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