DIGENE CORP
S-3/A, 1997-10-09
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997
    
 
                                                      REGISTRATION NO. 333-35463
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
 
   
                                AMENDMENT NO. 2
    
                                       TO
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
 
                               DIGENE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    DELAWARE
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
 
                                   52-1536128
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                            9000 VIRGINIA MANOR ROAD
                              BELTSVILLE, MD 20705
                                 (301) 470-6500
                        (ADDRESS, INCLUDING ZIP CODE AND
                          TELEPHONE NUMBER, INCLUDING
                           AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)
                               ------------------
                             CHARLES M. FLEISCHMAN
                            EXECUTIVE VICE PRESIDENT
                            9000 VIRGINIA MANOR ROAD
                              BELTSVILLE, MD 20705
                                 (301) 470-6500
                       (NAME, ADDRESS, INCLUDING ZIP CODE
                        AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE OF AGENT FOR SERVICE)
                               ------------------
                                   Copies to:
 
                           MORRIS CHESTON, JR., ESQ.
                       BALLARD SPAHR ANDREWS & INGERSOLL
                               1735 MARKET STREET
                                   51ST FLOOR
                             PHILADELPHIA, PA 19103
                                 (215) 864-8609
                              (215) 864-8999 (FAX)
                            ALEXANDER D. LYNCH, ESQ.
                        BROBECK, PHLEGER & HARRISON LLP
                                 1633 BROADWAY
                                   47TH FLOOR
                               NEW YORK, NY 10019
                                 (212) 581-1600
                              (212) 586-7878 (FAX)
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ ]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
 
                               ------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>   2
 
     Information contained herein is subject to completion or amendment. A
     registration statement relating to these securities has been filed with the
     Securities and Exchange Commission. These securities
     may not be sold nor may offers to buy be accepted prior to the time the
     registration statement becomes effective. This prospectus shall not
     constitute an offer to sell or the solicitation of an offer to buy nor
     shall there be any sale of these securities in any State in which such
     offer, solicitation or sale would be unlawful prior to registration or
     qualification under the securities laws of any such State.
 
   
                  Subject to Completion, Dated October 9, 1997
    
 
PROSPECTUS
 
                                2,500,000 SHARES
 
                                 [DIGENE LOGO]
                                  COMMON STOCK
                          ---------------------------
 
     Of the 2,500,000 shares of Common Stock offered hereby, 2,000,000 are being
sold by Digene Corporation ("Digene" or the "Company") and 500,000 shares are
being sold by the Selling Stockholder. The Company will not receive any proceeds
from the sale of shares by the Selling Stockholder. See "Principal and Selling
Stockholders." The Company's Common Stock is quoted on the Nasdaq National
Market under the symbol "DIGE." On September 16, 1997, the last reported sale
price for the Common Stock was $13.00. See "Price Range of Common Stock."
 
     THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," BEGINNING ON PAGE 6.
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
       ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S>                  <C>                 <C>                <C>             <C>
                                          UNDERWRITING                      PROCEEDS TO
                        PRICE TO         DISCOUNTS AND      PROCEEDS TO       SELLING
                         PUBLIC          COMMISSIONS(1)     COMPANY(2)      STOCKHOLDER
 
<CAPTION>
- ----------------------------------------------------------------------------------------
<S>                  <C>                 <C>                <C>             <C>
Per Share.........     $                  $                 $               $
- ----------------------------------------------------------------------------------------
Total(3)..........     $                  $                 $               $
========================================================================================
</TABLE>
 
(1) For information regarding indemnification of the Underwriters, see
    "Underwriting."
(2) Before deducting estimated expenses of $350,000 payable by the Company.
(3) The Selling Stockholder has granted the Underwriters an option, exercisable
    within 30 days from the date hereof, to purchase up to 375,000 additional
    shares of Common Stock on the same terms and conditions set forth above,
    solely to cover over-allotments, if any. If such option is exercised in
    full, total Price to Public will be $          , Underwriting Discounts and
    Commissions will be $          , Proceeds to Company will be $          ,
    and Proceeds to Selling Stockholder will be $          . See "Underwriting."
 
                          ---------------------------
 
     The shares of Common Stock offered by the Underwriters are subject to prior
sale, receipt and acceptance by them and subject to the right of the
Underwriters to reject any order in whole or in part and certain other
conditions. It is expected that delivery of such shares will be made through the
offices of UBS Securities LLC, 299 Park Avenue, New York, New York, on or about
       , 1997.
 
                          ---------------------------
 
UBS SECURITIES                                             MONTGOMERY SECURITIES
 
               , 1997
<PAGE>   3
 
         [A DESCRIPTION OF THE WOMEN'S HEALTH ISSUES AND BLOOD VIRUSES
               FOR WHICH THE COMPANY'S TESTS ARE BEING DEVELOPED]
 
                               ------------------
 
     IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP
MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SEE "UNDERWRITING."
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, THE SECURITIES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
 
                                        2
<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus or incorporated herein by reference. This
Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed under "Risk
Factors."
 
                                  THE COMPANY
 
     The Company develops, manufactures and markets proprietary DNA and RNA
tests for the detection, screening and monitoring of human diseases. The
Company's lead product, the Hybrid Capture HPV Test, is the only FDA-approved
test for the detection of human papillomavirus ("HPV"), the cause of essentially
all cervical cancer. In addition, Digene has developed and launched tests
internationally for the detection and viral load monitoring of major blood
viruses, including human immunodeficiency virus ("HIV"), cytomegalovirus ("CMV")
and hepatitis B virus ("HBV"), and tests for the detection of two of the most
common sexually transmitted diseases ("STDs"), chlamydia trachomatis
("chlamydia") and neisseria gonorrhea ("gonorrhea"). The Company's products are
designed to improve clinical outcomes and reduce the overall cost of disease
management. The Company believes its Hybrid Capture technology, the basis for
its DNA and RNA tests, represents a significant improvement over existing
technologies because of its sensitivity, speed, ease-of-use, accuracy and
ability to measure viral load.
 
     The Company has initially focused on two major women's health issues,
cervical cancer and STDs. Cervical cancer is the second most common cancer among
women worldwide. Virtually all cases of cervical cancer are preventable if
detected in the precancerous stage. Although the Pap smear has successfully
reduced deaths caused by cervical cancer in the United States, it does not
detect HPV, the cause of essentially all cervical cancer. In addition, the Pap
smear is a subjective, labor intensive test that has limited sensitivity and
diagnostic accuracy leading to equivocal test results and false negative
diagnoses, which result in significant costs to the healthcare system due to
over-treatment or under-diagnosis. Clinical studies indicate that Digene's HPV
Test is capable of detecting cervical disease in up to 92% of the cases in which
cervical disease is present. This represents a significant improvement over the
Pap smear's estimated sensitivity of 60% to 80%. These studies further indicate
that when used in conjunction with Pap smear testing, the Company's HPV Test can
detect 95% to 100% of high grade lesions and virtually all instances of cervical
cancer. The Company's HPV Test allows physicians to identify women who are most
at risk of having or developing cervical disease and cervical cancer. Digene's
HPV Test has been approved by the United States Food and Drug Administration
(the "FDA") for the follow-up screening of women with equivocal Pap smears and
is being marketed in selected European and South American countries as a primary
cervical cancer screen either in conjunction with or separate from the Pap
smear. The Company is also developing its Chlamydia and Gonorrhea Tests which
deliver superior sensitivity compared to traditional culture techniques and can
be performed using the same patient sample obtained for HPV testing.
 
     The Company believes that the adoption of its HPV Test by managed care
organizations is essential for rapidly achieving broad based market acceptance.
The Company is working with Kaiser Permanente on a study involving 46,000 women
which the Company believes will demonstrate the clinical utility and cost-
effectiveness of the Company's HPV HC II Test, based on its Hybrid Capture II
technology, in a managed care setting. Preliminary findings of this study
indicate that the Company's HPV HC II Test identified 90% of women with
high-grade cervical disease and, for those healthcare providers who would
otherwise refer all patients with equivocal Pap smears for colposcopy, could
reduce the referral rate for colposcopy of such patients by up to 61%. In
addition, the Company has recently received FDA approval to market its HPV Test
together with Cytyc Corporation's ThinPrep Pap Test, enabling cytology and HPV
DNA testing from a single patient specimen. The Company believes that by
eliminating the need for follow-up office visits to collect a second sample for
HPV DNA testing, the single sample approach will improve patient management,
reduce healthcare costs and, therefore, be particularly attractive to managed
care organizations.
 
     Blood viruses, such as HIV, CMV and HBV, are leading causes of morbidity
and death, and until recently, were untreatable. Early, accurate and ongoing
detection and monitoring of blood viruses is critical for
 
                                        3
<PAGE>   5
 
effective patient management. Over the last several years, antiviral therapies
have been developed for these diseases. Physicians rely on viral load monitoring
to quantify the amount of virus in the patient's system. By precisely measuring
viral load and identifying non-responders early in their treatment, physicians
are able to better tailor antiviral therapies by more precisely monitoring
responses to different therapies, recognizing when a patient develops drug
resistance and projecting how quickly the infection will progress to chronic
disease. Digene's tests for HIV, CMV and HBV provide highly sensitive, accurate,
reproducible and reliable measurement of viral load and enable physicians to
monitor infection levels on an ongoing basis. These products have been launched
internationally while the Company pursues appropriate regulatory approvals in
the United States.
 
     The Company currently sells its products, either directly or through
distributors, to more than 500 customers worldwide. In the United States, Digene
markets its products to substantially all major clinical reference and hospital
laboratories through a direct sales force supported by technical and customer
service representatives. In Europe, the Company's women's health products are
marketed primarily through a direct sales force that Digene has established with
an affiliate of International Murex Technologies Corporation, which also serves
as a distributor of the Company's blood virus products. The Company's products
are also sold through a network of distributors in Asia and South America, and
in Brazil through the Company's majority owned subsidiary.
 
     Digene was incorporated under Delaware law in 1987, succeeding to the
business of a partnership organized in 1985. The Company's principal executive
office is located at 9000 Virginia Manor Road, Beltsville, Maryland 20705, and
its telephone number is (301) 470-6500.
 
                                  THE OFFERING
 
Common Stock Offered by the Company.......     2,000,000 shares
 
Common Stock Offered by the Selling
Stockholder...............................       500,000 shares
 
Common Stock Outstanding after this
Offering..................................    13,588,649 shares(1)
 
Use of Proceeds...........................    To further expand sales and
                                              marketing activities, to fund
                                              increased research and
                                              development, to expand
                                              manufacturing capabilities, to
                                              provide working capital, and for
                                              other general corporate purposes
 
Nasdaq National Market Symbol.............    DIGE
- ---------------
(1) Excludes 3,044,642 shares of Common Stock issuable upon exercise of stock
    options outstanding at September 16, 1997, at a weighted average exercise
    price of $6.06 per share. An additional 1,389,658 shares of Common Stock are
    reserved for issuance under the Company's stock option plans.
 
                                        4
<PAGE>   6
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                      FISCAL YEAR ENDED JUNE 30,
                                                                     -----------------------------
                                                                      1995       1996       1997
                                                                     -------    -------    -------
<S>                                                                  <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Total revenues....................................................   $ 6,162    $ 6,740    $10,060
Cost of product sales.............................................     2,652      2,895      3,441
Gross margin on product sales.....................................     2,761      3,464      5,993
Total operating expenses..........................................     4,806      6,565     14,020
Loss from operations..............................................    (1,296)    (2,720)    (7,401)
Net loss..........................................................   $(1,514)   $(2,635)   $(5,994)
Net loss per share (1)............................................   $ (1.78)   $ (1.30)   $ (0.53)
Weighted average shares outstanding (1)...........................       850      2,027     11,394
</TABLE>
 
<TABLE>
<CAPTION>
                                                                             AT JUNE 30, 1997
                                                                         -------------------------
                                                                         ACTUAL     AS ADJUSTED(2)
                                                                         -------    --------------
<S>                                                                      <C>        <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments.....................   $19,514       $ 43,604
Long-term debt, less current maturities...............................       553            553
Accumulated deficit...................................................   (25,327)       (25,327)
Total stockholders' equity............................................    24,266         48,356
</TABLE>
 
- ------------------------------
(1) Computed on the basis described in Note 2 of Notes to Consolidated Financial
    Statements.
(2) Adjusted to reflect the sale of 2,000,000 shares of Common Stock offered
    hereby by the Company at an assumed public offering price of $13.00 per
    share and the application of the estimated net proceeds therefrom. See "Use
    of Proceeds" and "Capitalization."
 
                                ------------------
 
     "Digene" and "Hybrid Capture" are registered trademarks of the Company.
This Prospectus also includes trademarks and trade names of companies other than
the Company.
 
     Except as otherwise indicated or in the Notes to Consolidated Financial
Statements, (i) all references to fiscal year refer to the Company's fiscal year
ending June 30, and all other references to years refer to calendar years, and
(ii) all information in this Prospectus assumes the Underwriters' over-allotment
option is not exercised.
 
                                        5
<PAGE>   7
 
                                  RISK FACTORS
 
     Prospective investors should consider carefully the following risk factors,
in addition to the other information presented in this Prospectus, before
purchasing the shares of Common Stock offered hereby.
 
HISTORY OF OPERATING LOSSES; UNCERTAINTY OF PROFITABILITY; FLUCTUATIONS IN
QUARTERLY RESULTS
 
     The Company has incurred substantial operating losses since inception and,
at June 30, 1997, had an accumulated deficit of approximately $25.3 million.
Such losses have resulted principally from expenses associated with the
Company's research and development programs, including preclinical studies,
clinical trials and regulatory submissions for the Company's women's health and
blood virus products, the scale-up of the Company's manufacturing facilities,
and the expansion of the Company's sales and marketing activities in the United
States and abroad. The Company expects such operating losses to continue for the
foreseeable future as it continues its product development efforts, seeks United
States Food and Drug Administration ("FDA") and foreign approvals of its women's
health and blood virus products, expands its manufacturing capabilities, and
further expands its sales and marketing activities. In order to achieve
profitability, the Company must successfully manufacture, market and sell its
women's health and blood virus products in the United States and abroad. The
markets targeted by the Company are heavily regulated and are characterized by
an increasing number of entrants, intense competition and a high rate of
failure. There can be no assurance that the Company will ever be able to
successfully commercialize its products or that profitability will ever be
achieved. The Company's quarterly operating results have fluctuated
significantly in the past and the Company believes that they may continue to
fluctuate significantly in the future with lower product revenues in the first
and second fiscal quarters as compared with the third and fourth fiscal
quarters, primarily attributable to the lower demand for certain women's
health-related medical procedures during the summer months and the December
holiday season in the United States and Europe. In addition, the Company's
quarterly operating results, as well as annual results, may fluctuate from
period to period due to the degree of market acceptance of the Company's
products, competition, the timing of regulatory approvals and other regulatory
announcements, the volume and timing of orders from and shipments to
distributors, variations in the Company's distribution channels, the timing of
new product announcements and introductions by the Company and its competitors,
product obsolescence resulting from new product introductions and other factors,
many of which are outside the Company's control. Due to one or more of these
factors, in one or more future quarters the Company's results of operations may
fall below the expectations of securities analysts and investors. In that event,
the market price of the Company's Common Stock could be materially and adversely
affected. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview."
 
UNCERTAINTY OF MARKET ACCEPTANCE
 
     The Company's success depends, in part, upon the acceptance by the
worldwide medical community, including third-party payors, clinical laboratories
and health care providers, of the Company's Hybrid Capture technology as a
clinically useful and cost-effective method for detecting, screening and
monitoring human papillomavirus ("HPV"), chlamydia, gonorrhea, human
immunodeficiency virus ("HIV"), cytomegalovirus ("CMV"), and hepatitis B virus
("HBV"). There can be no assurance that the worldwide medical community will
accept the use of the Company's technology. Market acceptance of the Company's
products based on its Hybrid Capture II technology will depend on the Company's
ability to arrange for the distribution to its customers of luminometers with
the capability to analyze the results from such products. The Company has
identified a manufacturer for such luminometers and is currently arranging for
the manufacture and distribution of luminometers to its customers. No assurance
can be given that the Company's efforts will be successful. Failure to arrange
for the manufacture or distribution of such luminometers on a timely basis, or
any related delays, could delay or prevent market acceptance of the Company's
Hybrid Capture II products or increase the costs related to the distribution of
such luminometers, any of which could have a material adverse effect on the
Company's business, financial condition and results of operations. Furthermore,
the Company's growth and success will depend upon market acceptance by the
medical community of the Company's HPV tests for the follow-up screening of
women with equivocal Pap smears as a clinically useful and cost-effective
alternative to well-established follow-up procedures, such as Pap smear
re-testing, colposcopy and biopsy,
 
                                        6
<PAGE>   8
 
which are widely accepted and have a long history of use. There can be no
assurance that HPV testing, in general, or the Company's HPV tests, in
particular, will achieve market acceptance in the United States on a timely
basis, or at all. Additionally, there can be no assurance that the Company's
products will be accepted in any markets outside the United States due to the
influence of established medical practices, lack of education about women's
health and blood viruses, and other social and economic factors beyond the
Company's control. Failure of the Company's technology or products to achieve
market acceptance would have a material adverse effect on the Company's
business, financial condition and results of operations. See " -- Limited
Manufacturing Experience; Uncertainties Regarding Manufacturing and Operations
Scale-up," "Business -- Sales and Marketing" and "-- Competition."
 
RISKS INHERENT IN INTERNATIONAL TRANSACTIONS
 
     The Company sells its products both in the United States and abroad.
International sales and operations may be limited or disrupted by the imposition
of government controls, export license requirements, economic and political
instability, price controls, trade restrictions, changes in tariffs and
difficulties with foreign distributors. Foreign countries often establish
product standards different from those of the United States and any inability to
obtain or maintain international approvals on a timely basis could have a
material adverse effect on the Company's international business operations.
Additionally, the Company's business, financial condition and results of
operations may be materially and adversely affected by fluctuations in currency
exchange rates as well as increases in duty rates and difficulties in obtaining
required licenses and permits. There can be no assurance that the Company will
be able to successfully commercialize any of its products in any foreign market.
In addition, the laws of some countries do not protect the Company's proprietary
rights to the same extent as those of the United States.
 
     The Company markets its women's health and blood virus products abroad
using both a direct sales force and a network of distributors. For the Company's
products being sold through distributors, such distributors are responsible for
obtaining regulatory approvals and establishing reimbursement from third-party
payors in their respective territories. Generally, the extent and complexity of
regulation of medical products are increasing worldwide, with regulation in some
countries already nearly as exhaustive as that in the United States. The Company
anticipates that this trend will continue, and that the cost and time required
to obtain approval to market in any given country will increase, with no
assurance that such approval will be obtained. The Company's inability to obtain
approval to market its products internationally would have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Sales and Marketing" and " -- Government Regulation."
 
LIMITED SALES AND MARKETING EXPERIENCE
 
     The Company has limited sales and marketing experience, and no assurance
can be given that the Company will be able to successfully establish and
maintain a significant sales and marketing organization or that the Company's
direct sales force will succeed in promoting the Company's products to
third-party payors, clinical laboratories, health care providers and government
entities worldwide. In addition, due to limited market awareness of the
Company's products, the Company believes that the marketing effort may be a
lengthy process, requiring the Company to educate the worldwide medical
community regarding both the clinical utility and cost-effectiveness of HPV
testing, in general, and the Company's HPV tests, in particular, and the
efficacy, clinical utility and cost-effectiveness of the Company's blood virus
products in detecting the presence of blood viruses and monitoring the
effectiveness of particular antiviral therapies. The Company intends to use a
direct sales force as well as a network of distributors to market and sell its
HPV tests in the United States and abroad. There can be no assurance that the
Company will be able to recruit and retain skilled sales, marketing, service or
support personnel, that agreements with foreign distributors will be available
on terms commercially reasonable to the Company, or at all, or that the
Company's sales and marketing efforts will be successful. Failure to
successfully establish and maintain a significant sales and marketing effort,
whether directly or through third parties, would have a material adverse effect
on the Company's business, financial condition and results of operations. The
Company's marketing success in the United States and abroad also will depend on
whether it can obtain required approvals for marketing, successfully demonstrate
 
                                        7
<PAGE>   9
 
the clinical utility and cost-effectiveness of its products, further develop a
direct sales capability, and establish arrangements with distributors and
marketing partners. Failure by the Company to successfully sell and market its
products would have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business -- Sales and
Marketing."
 
DEPENDENCE ON THIRD-PARTY REIMBURSEMENT
 
     Sales of the Company's products in the United States and other markets will
depend, in part, on the availability of adequate reimbursement from third-party
payors such as government entities, managed care organizations and private
insurance plans. There is significant uncertainty concerning third-party
reimbursement for the use of any medical test incorporating new technology.
Reimbursement by a third-party payor may depend on a number of factors,
including the payor's determination that the use of the Company's products is
clinically useful and cost-effective, not experimental or investigational, and
medically necessary and appropriate for the specific patient. Since
reimbursement approval is required from each payor individually, seeking such
approvals is a time consuming and costly process which requires the Company to
provide scientific and clinical support for the use of each of the Company's
products to each payor separately. There can be no assurance that third-party
reimbursement will be consistently available for the Company's products or that
such third-party reimbursement will be adequate. Federal and state government
agencies are increasingly considering limiting health care expenditures. For
example, the United States Congress is currently considering various proposals
to significantly reduce Medicaid and Medicare expenditures. Such proposals, if
enacted, could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, third-party payors
are increasingly limiting reimbursement coverage for medical diagnostic products
and in many instances are exerting pressure on medical suppliers to lower their
prices. Outside the United States, the Company relies on a network of
distributors distributing certain of the Company's products to establish
reimbursement from third-party payors in their respective territories.
Accordingly, the establishment of reimbursement for certain of the Company's
products from third-party payors in such countries is outside the Company's
control. Health care reimbursement systems vary from country to country and,
accordingly, there can be no assurance that third-party reimbursement will be
available for the Company's products under any other reimbursement system. Lack
of or inadequate reimbursement by government and other third-party payors for
the Company's products would have a material adverse effect on the Company's
business, financial condition and results of operations. See "Business -- Third
Party Reimbursement."
 
COMPETITION
 
     The medical diagnostics and biotechnology industries are subject to intense
competition. The Company's competitors in the United States and abroad for DNA
and RNA diagnostic probes include Roche Diagnostic Systems, Abbott Laboratories,
Chiron Corporation and Gen-Probe Incorporated. Other companies, including large
pharmaceutical and biotechnology companies, may enter the market for DNA and RNA
probe diagnostics. Additionally, for certain of the Company's tests, the Company
competes against existing detection, screening and monitoring technologies,
including the Pap smear, tissue culture and antigen-based diagnostic
methodologies. In May 1996, Oncor, Inc. announced that it had received
notification from the FDA that its HPV test is approvable by the FDA, subject to
certain conditions. To date, the product has not been approved for clinical
diagnostic use. The Company's existing and potential competitors may be able to
develop technologies that are as effective as, or more effective or easier to
interpret than those offered by the Company, which would render the Company's
products noncompetitive or obsolete. Moreover, many of the Company's existing
and potential competitors have substantially greater financial, marketing,
sales, manufacturing, distribution and technological resources than the Company.
Such existing and potential competitors may be in the process of seeking FDA or
foreign regulatory approval for their respective products or may also enjoy
substantial advantages over the Company in terms of research and development
expertise, experience in conducting clinical trials, experience in regulatory
matters, manufacturing efficiency, name recognition, sales and marketing
expertise and distribution channels. In addition, many of these companies may
have established third-party reimbursement for their products. Accordingly,
there can be no assurance that the Company will be able to compete effectively
against such existing or potential competitors. In marketing its HPV tests for
the follow-up screening of women with equivocal Pap smears in the United States,
the Company competes with
 
                                        8
<PAGE>   10
 
well-established follow-up procedures, such as Pap smear re-testing, colposcopy
and biopsy, which are widely accepted and have a long history of use.
Additionally, in the event the Company is able to obtain FDA and applicable
foreign approvals to market its HPV tests for primary cervical cancer screening
either in conjunction with or separate from the Pap smear, it will compete
against the Pap smear, which is widely accepted as an inexpensive and, with
regular use, adequate screening test for cervical cancer. Additionally,
technological advancements designed to improve quality control over sample
collection and preservation, and to reduce the Pap smear test's susceptibility
to human error, may serve to increase physician reliance on the Pap smear and
solidify its market acceptance. Further, if marketed as an adjunct to the Pap
smear test for primary screening in the United States, the Company's HPV tests
may be seen as adding unnecessary expense to the accepted cervical cancer
screening methodology. Consequently, there is no assurance that the Company's
HPV tests will be able to attain market acceptance as a primary screening test
on a timely basis, or at all. The Company faces competition from a variety of
technologies in the blood virus area. There are several advanced technologies
commercially available for the detection and viral load measurement of HIV and
HBV. Additionally, there are several emerging DNA probe amplification
technologies to detect CMV being developed by competitors. There can be no
assurance that the Company's tests for CMV, HIV or HBV will be able to gain
market acceptance on a timely basis, or at all. There can be no assurance that
the Company will be able to compete successfully against existing or future
competitors or that competition will not have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Competition."
 
LIMITED MANUFACTURING EXPERIENCE; UNCERTAINTIES REGARDING MANUFACTURING AND
OPERATIONS SCALE-UP
 
     The Company has limited commercial-scale manufacturing experience and
capabilities and it is anticipated that the Company will be required to further
scale-up its manufacturing capabilities. In late 1997, the Company plans to
initiate either the lease and build-out of a new facility or the expansion of
its existing facility. The integration of the Company's manufacturing operations
into a new or expanded facility may result in inefficiencies and delays.
Specifically, companies often encounter difficulties in scaling up
manufacturing, including problems involving production yield, quality control
and assurance, and shortages of qualified personnel. In addition, the Company's
new or expanded manufacturing facilities will be subject to Quality Systems
Regulations ("QSRegs"), international quality standards and other regulatory
requirements. Difficulties encountered by the Company in expansion of
manufacturing or the failure by the Company to establish and maintain its
facilities in accordance with QSRegs, international quality standards or other
regulatory requirements could result in a delay or termination of manufacturing,
which could have a material adverse effect on the Company's business, financial
condition and results of operations. Additionally, ongoing sales of the
Company's Hybrid Capture II products will be dependent, in part, upon the
Company's ability to provide service and support to users of luminometers and
related software and equipment. The Company's inability to successfully develop
necessary service and support capabilities could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Manufacturing."
 
DEPENDENCE ON EUROPEAN DISTRIBUTOR
 
     For the fiscal year ended June 30, 1997, approximately 42% of the Company's
total revenues resulted from transactions with International Murex Technologies
Corporation (together with its affiliates, "Murex"). After this Offering, Murex
will own approximately 5.3% of the Company's outstanding shares of Common Stock.
The Company has established a direct European sales operation for its women's
health products whereby, pursuant to an agreement, the Company markets such
products directly using Murex's sales and marketing infrastructure. In addition,
the Company has a co-exclusive distribution agreement with Murex for sales of
its other products in Europe, the Middle East and Africa. Consequently, the
Company expects that sales to Murex will continue to constitute a significant
portion of total revenues for the foreseeable future. The loss of Murex's sales
and marketing infrastructure, a significant decrease in product shipments to or
an inability to collect receivables from Murex or any other adverse change in
the Company's relationship with Murex could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business -- Sales and Marketing" and "-- Distribution Arrangements."
 
                                        9
<PAGE>   11
 
UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS
 
     The Company's success will depend, in part, on its ability, and the ability
of its collaborators or licensors, to obtain protection for its products and
technologies under United States and foreign patent laws, to preserve its trade
secrets, and to operate without infringing the proprietary rights of third
parties. Because of the substantial length of time and expense associated with
bringing new products through development to the marketplace, the medical
diagnostics and biotechnology industries place considerable importance on
obtaining, and maintaining, patent and trade secret protection for new
technologies, products and processes.
 
     The Company has obtained rights to certain patents and patent applications
and may, in the future, obtain, or seek rights from third parties to additional
patents and patent applications. There can be no assurance that patent
applications relating to the Company's products or technologies will result in
patents being issued, that any issued patents will afford adequate protection to
the Company, or that such patents will not be challenged, invalidated, infringed
or circumvented. Furthermore, there can be no assurance that others have not
developed, or will not develop, similar products or technologies that will
compete with those of the Company without infringing upon the Company's
intellectual property rights.
 
     Legal standards relating to the scope of claims and the validity of patents
in the medical diagnostics and biotechnology industries are uncertain and still
evolving, and no assurance can be given as to the degree of protection that will
be afforded any patents issued to, or licensed by, the Company. There can be no
assurance that, if challenged by others in litigation, any patents assigned to
or licensed by the Company will not be found invalid. Furthermore, there can be
no assurance that the Company's activities would not infringe patents owned by
others. Defense and prosecution of patent matters can be expensive and
time-consuming and, regardless of whether the outcome is favorable to the
Company, can result in the diversion of substantial financial, management and
other resources. An adverse outcome could subject the Company to significant
liability to third parties, require the Company to obtain licenses from third
parties, or require the Company to cease any related research and development
activities and product sales. No assurance can be given that any licenses
required under any such patents or proprietary rights would be made available on
terms acceptable to the Company, if at all. Moreover, the laws of certain
countries may not protect the Company's proprietary rights to the same extent as
United States law.
 
     The Company has received inquiries regarding possible patent infringements
relating to, among other things, certain aspects of its Hybrid Capture
technology. The Company believes that the patents of others to which these
inquiries relate are either not infringed by the Company's Hybrid Capture
technology or are invalid. The Company currently is in discussions with a third
party regarding a license to a pending United States patent application which
might cover one of the HPV types utilized with its HPV HC II Test. Should a
license prove necessary, the failure of the Company to successfully negotiate
such a license on commercially reasonable terms, or at all, may require the
Company to redesign its HPV HC II Test to exclude this HPV type. Such exclusion
could result in delays in any approval of the Company's HPV HC II Test for
marketing and could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance that
the Company will not be subject to further claims that its technology, including
its Hybrid Capture technology, or its products, infringe the patents or
proprietary rights of third parties.
 
     The Company's success also is dependent upon the skill, knowledge, and
experience of its scientific and technical personnel. To help protect its
rights, the Company requires all employees, consultants, advisors and
collaborators to enter into confidentiality agreements that prohibit the
disclosure of confidential information to anyone outside the Company and require
disclosure, and in most cases, assignment to the Company of their ideas,
developments, discoveries and inventions. There can be no assurance, however,
that these agreements will provide adequate protection for the Company's trade
secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure. See "Business -- Licenses, Patents and
Proprietary Information."
 
                                       10
<PAGE>   12
 
GOVERNMENT REGULATION
 
     The Company's current and any future products are and will be subject to
extensive regulation by the FDA and, in some instances, by foreign governments.
Pursuant to the Federal Food, Drug and Cosmetic Act, as amended, and the
regulations promulgated thereunder (the "FDC Act"), the FDA regulates the
clinical testing, manufacture, labeling, distribution and promotion of medical
devices. Noncompliance with applicable requirements can result in, among other
things, fines, injunctions, civil penalties, recalls or seizures of products,
total or partial suspension of production, failure of the government to grant
premarket clearance or premarket approval for devices, withdrawal of marketing
approvals and criminal prosecution. The FDA also has the authority to request
repair, replacement or refund of the cost of any device manufactured or
distributed by the Company.
 
     In April 1995, the Company obtained approval of a PMA application for its
HPV Test to detect the presence of HPV in women with equivocal Pap smears. In
August 1997, the Company obtained FDA approval of a PMA supplement for use of
the HPV Test using the Cytyc Corporation sample collection system. The Company
intends to submit a PMA supplement with the FDA to obtain market approval for
use of its HPV Test as a primary cervical cancer screening test either in
conjunction with or separate from Pap smear testing. The Company anticipates
that a substantial amount of clinical data will be required to support the pre-
market approval ("PMA") supplement. There can be no assurance that the data the
Company submits will be adequate to support the use of the HPV Test as a primary
cervical cancer screening test in the United States. Moreover, there can be no
assurance that the FDA will grant approval of a PMA supplement for use of the
HPV Test as a primary cervical cancer screening test in a timely manner, if at
all, or that the FDA will not require the submission of additional information,
data or a PMA application. Failure to obtain FDA approval for the HPV Test as a
primary cervical cancer screening test could have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company intends to export its HPV Test as a primary cervical cancer screening
test prior to obtaining FDA approval for this use in the United States. Such
exports may require regulatory approvals from various countries. There can be no
assurance that such foreign regulatory agencies will grant approval of such
products, and failure on the part of the Company to obtain such approvals could
have a material adverse effect on the Company's business, financial condition
and results of operations.
 
     The Company submitted a 510(k) notification for its CMV Test in December
1996. After changing certain reagents used in the test and following discussions
with the FDA, the Company decided to withdraw the original 510(k) notification
and a second 510(k) notification was submitted in March 1997. Upon review of the
second 510(k) notification, the FDA determined that additional data would be
needed and the submission was withdrawn on the basis that it would take the
Company more than 30 days to collect the necessary data. The Company expects to
submit another 510(k) notification for the CMV Test in late 1997 after
collecting the necessary data. The FDA will likely subject the CMV submission to
a "Tier 3" level of review which includes close scrutiny of the clinical data
that support the submission. The Company also understands that the FDA may seek
an advisory committee review and recommendation concerning the safety and
efficacy of the product. There can be no assurance that, when the Company
submits a third 510(k) notification for the CMV Test, the FDA will grant
clearance in a timely manner, if at all, or that the FDA will not require the
submission of additional clinical data or find the product not substantially
equivalent and require the submission of a PMA application.
 
     The Company is developing tests for HIV and HBV which are class III devices
that will necessitate the collection of extensive clinical data and the eventual
submission and approval of a PMA application. There can be no assurance that the
Company will be able to collect adequate data to support a PMA application for
either the HIV Test or HBV Test or that when a PMA application is submitted, FDA
approval would be granted in a timely manner, if at all.
 
     The Company is also developing tests for chlamydia and gonorrhea. The
Company believes marketing authorization for its Chlamydia and Gonorrhea Tests
in the United States can be obtained through the 510(k) notification process.
The Company understands that the FDA will subject the submissions to a "Tier 3"
level of review which includes close scrutiny of the clinical data that support
the submissions. The Company also
 
                                       11
<PAGE>   13
 
understands that the FDA may seek an advisory committee review and
recommendation concerning the safety and efficacy of the Chlamydia and Gonorrhea
Tests. There can be no assurance that, once a 510(k) notification is submitted
for the Chlamydia and Gonorrhea Tests, the FDA will grant clearance in a timely
manner, if at all, or that the FDA will not find such tests not substantially
equivalent and require the submission of a PMA application.
 
     The Company intends to export the HPV Test as a primary cervical cancer
screening test prior to obtaining FDA approval for this use in the United
States. The Company also intends to export the HIV Test for clinical use abroad
prior to pursuing FDA approval in the United States. Exports of the HPV Test as
a primary cervical cancer screening test and exports of the HIV Test can be
undertaken without prior FDA approval provided, among other things, that the
marketing of these tests are not contrary to the laws of the country to which
they are intended for import, they are manufactured in substantial conformance
with QSRegs and the Company has valid marketing authorization by any member
country of the European Union, Australia, Canada, Israel, Japan, New Zealand,
Switzerland or South Africa. FDA approval must be obtained for exports of
products subject to the PMA requirements if these export conditions are not met.
The Company must also provide the FDA with simple notification indicating the
products to be exported and the countries to which they will be exported. There
can be no assurance that the Company will be able to obtain valid marketing
authorization for either test from one of the listed countries or that the FDA
would grant specific export approval. Failure of the Company to obtain valid
marketing authorization from one of the listed countries or otherwise meet the
FDA export approval requirements, could have a material adverse effect on the
Company's business, financial condition and results of operations.
 
     The Company currently sells various products on a research use only ("RUO")
basis. Failure of the Company or recipients of the Company's RUO devices to
comply with the user certification requirements and other regulatory limitations
placed on the distribution and use of RUO devices could result in enforcement
action by the FDA that would adversely affect the Company's ability to
distribute the tests prior to obtaining FDA clearance or approval for the
products.
 
     The FDA product clearance process is unpredictable and uncertain, and no
assurance can be given that the necessary approvals or clearances will be
granted on a timely basis, or at all. Delays in receipt of, or a failure to
receive, such approvals or clearances, or the loss of any previously received
approvals or clearances, could have a material adverse effect on the business,
financial condition and results of operations of the Company.
 
     Any products manufactured or distributed by the Company pursuant to FDA
clearances or approvals are subject to pervasive and continuing regulation by
the FDA. Changes in existing requirements or adoption of new requirements or
policies could adversely affect the ability of the Company to comply with
regulatory requirements. Failure to comply with regulatory requirements could
have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that the Company will not
be required to incur significant costs to comply with laws and regulations in
the future or that laws or regulations will not have a material adverse effect
upon the Company's business, financial condition and results of operations.
 
     The FDC Act requires devices to be manufactured in accordance with QSRegs
which impose certain procedural and documentation requirements upon the Company
with respect to manufacturing and quality assurance activities. Noncompliance
with QSRegs can result in, among other things, fines, injunctions, civil
penalties, recalls or seizures of products, total or partial suspension of
production, failure of the government to grant premarket clearance or premarket
approval for devices, withdrawal of marketing approvals and criminal
prosecution. Any failure by the Company to comply with the requirements of
QSRegs could have a material adverse effect on the Company's business, financial
condition and results of operations.
 
     The Company must comply with similar registration requirements of foreign
governments and with import and export regulations when distributing its
products to foreign nations. Each foreign country's regulatory requirements for
product approval and distribution are unique and may require the expenditure of
substantial time, money and effort. The regulation of medical devices in a
number of such jurisdictions, particularly in the European Union, continues to
develop and there can be no assurance that new laws or regulations will not have
a material adverse effect on the Company's business, financial condition and
results
 
                                       12
<PAGE>   14
 
of operations. Noncompliance with state, local, federal or foreign regulatory
requirements can result in fines, injunctions, civil penalties, recall or
seizure of products, total or partial suspension of production, delay or denial
or withdrawal of premarket clearance or approval of devices and criminal
prosecution. See "Business -- Government Regulation."
 
DEPENDENCE ON SINGLE SOURCE SUPPLIERS
 
     Certain key components of the Company's products are currently provided to
the Company, on a purchase-order basis, by single sources. The Company does not
have long-term supply contracts with any of such suppliers nor has the Company
arranged for alternative supply sources. In the event that the Company is unable
to obtain sufficient quantities of such components on commercially reasonable
terms, or in a timely manner, the Company would not be able to manufacture its
products on a timely and cost-competitive basis which would have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, if any of the components of the Company's products are
no longer available in the marketplace, the Company may be forced to further
develop its technology to incorporate alternate components. The incorporation of
new components into the Company's products may require the Company to seek
necessary approvals from the FDA or appropriate foreign regulatory agencies
prior to commercialization. There can be no assurance that such development
would be successful or that, if developed by the Company or licensed from third
parties, such alternative components would receive requisite regulatory approval
on a timely basis, or at all.
 
     The success of the Company's products based on its Hybrid Capture II
technology will depend, in part, on the Company's ability to arrange for the
distribution to its customers of luminometers and related software and equipment
with the capability to analyze the results of its tests. The luminometers
currently are manufactured for the Company by a single supplier. Although the
Company believes that such luminometers could be acquired from alternative
sources, such sources may be more expensive than the Company's current supplier
and may require substantial lead time. Consequently, the failure of the
Company's supplier to produce luminometers in accordance with specifications, in
accordance with applicable regulations and on a timely basis, could
significantly inhibit the Company's ability to market its Hybrid Capture II
products and have a material adverse effect on the Company's business, financial
condition and results of operations.
 
UNCERTAINTIES RELATING TO PRODUCT DEVELOPMENT
 
     There can be no assurance that the Company's new product development
efforts will result in any commercially viable or successful products. The
Company has a number of product candidates in various early stages of
development. These product candidates will require substantial additional
investment, laboratory development, clinical testing and regulatory approval
prior to their commercialization. The Company's inability to successfully
develop these product candidates or achieve market acceptance of such products
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Products" and "-- Research
and Development."
 
ATTRACTION AND RETENTION OF KEY PERSONNEL
 
     The Company is highly dependent on the principal members of its management
team, the loss of whose services might impede achievement of the Company's
strategic objectives. The Company's success will depend on its ability to retain
key employees and to attract additional qualified employees. Competition for
such personnel is intense, and there can be no assurance that the Company will
be able to retain existing personnel and to attract, assimilate or retain
additional highly qualified employees in the future. If the Company is unable to
hire and retain personnel in key positions, such inability would have a material
adverse effect on the Company's business, financial condition and results of
operations.
 
POTENTIAL INADEQUACY OF PRODUCT LIABILITY INSURANCE
 
     The Company's business is subject to product liability risks inherent in
the testing, manufacturing and marketing of its products. There can be no
assurance that product liability claims will not be asserted against
 
                                       13
<PAGE>   15
 
the Company, its collaborators or licensees. The Company currently maintains
product liability insurance coverage of $5,000,000 per occurrence and in the
aggregate. There can be no assurance, however, that this coverage will be
adequate to protect the Company against future product liability claims or that
product liability insurance will be available to the Company in the future on
commercially reasonable terms, if at all. Furthermore, there can be no assurance
that the Company will be able to avoid significant product liability claims and
the attendant adverse publicity. Consequently, a product liability claim or
other claim with respect to uninsured or underinsured liabilities could have a
material adverse effect on the Company's business, financial condition and
results of operations.
 
ENVIRONMENTAL REGULATION
 
     The Company is subject to a variety of local, state and federal government
regulations relating to the storage, discharge, handling, emission, generation,
manufacture and disposal of toxic, infectious or other hazardous substances used
to manufacture the Company's products. Any failure by the Company to control the
use, disposal, removal or storage of hazardous chemicals or toxic substances
could subject the Company to significant liabilities, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.
 
POSSIBLE VOLATILITY OF STOCK PRICE
 
     The market price of the shares of Common Stock, like that of the common
stock of many other medical diagnostics and biotechnology companies, has been
and is likely to remain highly volatile. Factors such as announcements of
technological innovations or new products by the Company or its competitors,
clinical trial results relating to or regulatory approvals or disapprovals of
the Company's or competitors' product candidates, government regulation, health
care legislation, developments or disputes concerning patent or other
proprietary rights of the Company or its competitors, including litigation,
fluctuations in the Company's operating results and market conditions for health
care stocks and biotechnology stocks in general could have a significant impact
on the future price of the Common Stock. In addition, the stock market has
experienced from time to time extreme price and volume fluctuations that may be
unrelated to the operating performance of particular companies. Since the
Company's initial public offering of Common Stock on May 22, 1996, the average
daily trading volume in the Common Stock as reported on the Nasdaq National
Market has been relatively low. There can be no assurance that a more active
trading market will develop in the future. See "Price Range of Common Stock."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial amounts of Common Stock (including shares issued upon
the exercise of outstanding options) in the public market after this Offering or
the prospect of such sales could adversely affect the market price of the Common
Stock and the Company's ability to raise additional equity capital. The number
of shares of Common Stock available for sale in the public market is limited by
restrictions under the Securities Act of 1933, as amended (the "Securities
Act"), and lock-up agreements ("Lock-Ups") under which the holders of 4,545,975
shares have agreed not to sell or otherwise dispose of any of their shares for a
period of 90 days after the date of this Prospectus without the prior written
consent of UBS Securities LLC. In its sole discretion and at any time without
notice, UBS Securities LLC may release all or any portion of the shares subject
to Lock-Ups. While a majority of the 13,588,649 shares of Common Stock that will
be outstanding after this Offering will be freely tradeable without restriction
or further registration under the Securities Act following the Lock-Up period,
(i) 4,560,651 shares currently owned by "affiliates" of the Company, as that
term is defined in Rule 144 under the Securities Act ("Affiliates"), and (ii)
327,826 additional shares, generally may be sold only in compliance with the
volume limitations and other provisions of Rule 144. The Company has registered
2,871,853 shares of Common Stock reserved for issuance under the Company's stock
option plans as of the date of this Prospectus and intends to register an
additional 500,000 shares of Common Stock issuable under the Company's 1997
Stock Option Plan. As of September 16, 1997, the Company had reserved 4,434,300
shares of Common Stock for issuance under the Company's stock option plans. In
addition, holders of approximately 5,268,025 shares of Common Stock will be
entitled to certain registration rights with respect to
 
                                       14
<PAGE>   16
 
such shares. If such holders, by exercising their registration rights, cause a
large number of shares to be registered and sold in the public market, such
sales could have a material adverse effect on the market price of the Company's
Common Stock. In addition, any demand of such holders to include such shares in
Company-initiated registration statements could have an adverse effect on the
Company's ability to raise needed capital. See "Shares Eligible for Future Sale"
and "Underwriting."
 
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING
 
     The Company has incurred negative cash flows from operations since its
inception, and has expended, and expects to continue to expend in the future,
substantial funds to complete its planned product development efforts, expand
its sales and marketing activities and expand its manufacturing capabilities.
The Company expects that its existing capital resources, together with the net
proceeds of this Offering and the interest earned thereon, will be adequate to
fund the Company's operations through 1999. No assurance can be given that there
will be no change in the Company that would consume a significant amount of its
available resources before that time. The Company's future capital requirements
and the adequacy of available funds will depend on numerous factors, including
the successful commercialization of its products, progress in its product
development efforts, the magnitude and scope of such efforts, progress with
preclinical studies and clinical trials, progress with regulatory affairs
activities, the cost and timing of expansion of manufacturing capabilities, the
expansion of the Company's direct European sales operations, the development and
maintenance of effective sales and marketing activities, the cost of filing,
prosecuting, defending and enforcing patent claims and other intellectual
property rights, competing technological and market developments, and the
development of strategic alliances for the marketing of its products. To the
extent that funds generated from the Company's operations, together with its
existing capital resources and the proceeds of this Offering and the interest
earned thereon, are insufficient to meet current or planned operating
requirements, the Company will be required to obtain additional funds through
equity or debt financing, strategic alliances with corporate partners and
others, or through other sources. The terms and prices of any equity or debt
financings may be significantly more favorable to an investor than those of the
Common Stock sold in this Offering. The Company does not have any committed
sources of additional financing, and there can be no assurance that additional
funding, if necessary, will be available on acceptable terms, if at all. If
adequate funds are not available, the Company may be required to delay,
scale-back or eliminate certain aspects of its operations or attempt to obtain
funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies, product
candidates, products or potential markets. If adequate funds are not available,
the Company's business, financial condition and results of operations will be
materially and adversely effected. See "Use of Proceeds" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
 
CONTROL BY MANAGEMENT
 
     The Company's President and Executive Vice President will beneficially own
an aggregate of approximately 36.4% of the Company's outstanding shares of
Common Stock after this Offering (approximately 34.3% if the Underwriters'
over-allotment option is exercised in full). As a result, these officers, acting
together, will effectively control the election of directors and matters
requiring approval by the Company's stockholders. See "Principal and Selling
Stockholders."
 
ANTITAKEOVER CONSIDERATIONS
 
     The Company's Board of Directors has the authority, without further action
by the stockholders, to issue from time to time, up to 1,000,000 shares of
Preferred Stock in one or more classes or series, and to fix the rights and
preferences of such Preferred Stock. The Company's Certificate of Incorporation
also provides for staggered terms for members of the Board of Directors. The
Company is subject to provisions of Delaware corporate law which, subject to
certain exceptions, will prohibit the Company from engaging in any "business
combination" with a person who, together with affiliates and associates, owns
15% or more of the Company's Common Stock (an "Interested Stockholder") for a
period of three years following the date that such person became an Interested
Stockholder, unless the business combination is approved in a prescribed manner.
Additionally, the Bylaws of the Company establish an advance notice procedure
for stockholder proposals and for nominating candidates for election as
directors. These provisions of Delaware law and of the Company's Certificate of
Incorporation and Bylaws may have the effect of delaying, deterring or
preventing a change in control of the Company, may
 
                                       15
<PAGE>   17
 
discourage bids for the Common Stock at a premium over market price and may
adversely affect the market price, and the voting and other rights of the
holders, of the Common Stock.
 
DILUTION
 
     Purchasers of the Common Stock offered hereby will suffer an immediate and
substantial dilution in the net tangible book value from the public offering
price. See "Dilution."
 
                                       16
<PAGE>   18
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock being offered by the Company at an assumed public offering price of
$13.00 per share are estimated to be approximately $24,090,000, after deduction
of underwriting discounts and commissions and estimated expenses payable by the
Company in connection with the Offering. The Company will not receive any
proceeds from the sale of Common Stock by the Selling Stockholder.
 
     The Company expects to use the net proceeds of this Offering to further
expand its sales and marketing activities, to fund increased research and
development, including clinical trials, to expand manufacturing capabilities, to
provide working capital and for other general corporate purposes. The Company
may also use a portion of the net proceeds for the acquisition of businesses,
products and technologies that are complementary to those of the Company,
although no such acquisitions are currently being negotiated and no portion of
the net proceeds has been allocated for any specific acquisition. The amounts
and timing of expenditures for each purpose will depend on a number of factors,
including successful commercialization of the Company's products, the progress
of the Company's research and development, the progress of the Company's
regulatory affairs activities, the results of clinical trials, the cost and
timing of expansion of manufacturing capabilities, the expansion of the
Company's direct European sales operations, the costs involved in preparing,
filing, prosecuting, maintaining and enforcing patent claims and other
proprietary rights, and the availability of third-party reimbursement. Pending
such uses, the Company intends to invest the net proceeds in interest-bearing,
investment grade securities.
 
                                DIVIDEND POLICY
 
     The Company has never declared or paid cash dividends with respect to its
capital stock. The Company currently intends to retain any future earnings to
fund its operations and, therefore, does not anticipate paying any cash
dividends in the foreseeable future.
 
                          PRICE RANGE OF COMMON STOCK
 
     The Company's Common Stock commenced trading on the Nasdaq National Market
under the symbol "DIGE" on May 22, 1996. On September 16, 1997, the last
reported sale price of the Company's Common Stock was $13.00. As of September
16, 1997, there were 162 holders of record of the Company's Common Stock. The
following table sets forth the high and low closing bid prices for the Company's
Common Stock during the periods indicated:
 
<TABLE>
<CAPTION>
                                                                            HIGH         LOW
                                                                          ---------    -------
    <S>                                                                   <C>          <C>
    FISCAL 1998
    First quarter (through September 16, 1997)..........................  $ 15         $ 12 3/8
                                                                                               
    FISCAL 1997                                                                                
    Fourth quarter......................................................    13 1/2        9 1/2
    Third quarter.......................................................    13 1/4       10 7/8
    Second quarter......................................................    12 3/4        5 1/8
    First quarter.......................................................     8            5
                                                                                  
    FISCAL 1996                                                                   
    Fourth quarter (from May 22, 1996)..................................    11 1/2        8
</TABLE>
 
                                       17
<PAGE>   19
 
                                 CAPITALIZATION
 
     The following table sets forth, at June 30, 1997 (i) the actual
capitalization of the Company and (ii) the capitalization of the Company as
adjusted to reflect the sale of the 2,000,000 shares of Common Stock being
offered by the Company in this Offering (at an assumed public offering price of
$13.00 per share) and the application by the Company of the estimated net
proceeds therefrom. This table should be read in conjunction with the
Consolidated Financial Statements and the related Notes thereto included
elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                             AT JUNE 30, 1997
                                                                          -----------------------
                                                                           ACTUAL     AS ADJUSTED
                                                                          --------    -----------
                                                                              (IN THOUSANDS)
<S>                                                                       <C>         <C>
Long-term debt, less current maturities................................   $    553     $     553
Stockholders' equity:
     Preferred stock, $0.01 par value; 1,000,000 shares authorized; no
      shares issued and outstanding on an actual or on an as adjusted
      basis............................................................         --            --
     Common stock, $0.01 par value; 50,000,000 shares authorized;
      11,579,530 shares issued and outstanding on an actual basis; and
      13,579,530 shares issued and outstanding on an as adjusted
      basis(1).........................................................        116           136
Additional paid-in capital.............................................     49,477        73,547
Accumulated deficit....................................................    (25,327)      (25,327)
                                                                          --------    -----------
     Total stockholders' equity........................................     24,266        48,356
                                                                          --------    -----------
          Total capitalization.........................................   $ 24,819     $  48,909
                                                                          ========     =========
</TABLE>
 
- ---------------
(1) Excludes 2,812,333 shares of Common Stock reserved for issuance pursuant to
    options outstanding at June 30, 1997 at a weighted average exercise price of
    $5.43 per share. At June 30, 1997 an additional 1,256,658 shares of Common
    Stock were reserved for issuance under the Company's stock option plans.
 
                                       18
<PAGE>   20
 
                                    DILUTION
 
     The net tangible book value of the Company at June 30, 1997 was
$21,958,000, or $1.90 per share. Net tangible book value per share represents
the amount of the Company's tangible assets less total liabilities, divided by
the total number of shares of Common Stock outstanding. Dilution per share
represents the difference between the amount per share paid by investors in this
Offering and the pro forma net tangible book value per share upon completion of
this Offering. After giving effect to the receipt of $24,090,000, representing
the estimated net proceeds to be received by the Company in this Offering (at an
assumed public offering price of $13.00 per share and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company), the pro forma net tangible book value of the Company at June
30, 1997 would have been $46,048,000, or $3.39 per share. This represents an
immediate increase in net tangible book value of $1.49 per share to existing
stockholders and an immediate dilution of $9.61 per share to purchasers in this
Offering.
 
     The following table illustrates this per share dilution:
 
<TABLE>
    <S>                                                                     <C>      <C>
    Assumed public offering price per share..............................            $13.00
         Net tangible book value per share at June 30, 1997..............   $1.90
         Increase in book value per share attributable to new
          investors......................................................    1.49
                                                                            -----
    Pro forma net tangible book value per share after this Offering......              3.39
                                                                                     ------
    Dilution per share to new investors..................................            $ 9.61
                                                                                     ======
</TABLE>
 
     The calculation of pro forma net tangible book value and the other
computations above assume no exercise of outstanding options. At June 30, 1997,
2,812,333 shares of Common Stock were issuable upon exercise of outstanding
stock options at a weighted average exercise price of $5.43 per share. To the
extent the outstanding options are exercised, there will be further dilution to
new investors. See "Capitalization" and Note 13 of Notes to Consolidated
Financial Statements.
 
                                       19
<PAGE>   21
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The selected consolidated financial data set forth below with respect to
the Company's Consolidated Statements of Operations for the fiscal years ended
June 30, 1995, 1996 and 1997 and with respect to the Company's Consolidated
Balance Sheets at June 30, 1996 and 1997 are derived from the audited
Consolidated Financial Statements of the Company which are included elsewhere in
this Prospectus and are qualified by reference to such Consolidated Financial
Statements and the related Notes thereto. Statement of Operations data for the
fiscal years ended June 30, 1993 and 1994 and Balance Sheet data at June 30,
1993, 1994 and 1995 are derived from the audited Financial Statements of the
Company not included herein. The selected financial data set forth below is
qualified by, and should be read in conjunction with the Consolidated Financial
Statements, the related Notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Prospectus.
 
<TABLE>
<CAPTION>
                                                              FISCAL YEAR ENDED JUNE 30,
                                               --------------------------------------------------------
                                                 1993        1994        1995        1996        1997
                                               --------    --------    --------    --------    --------
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                            <C>         <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
  Product sales.............................   $  4,624    $  4,767    $  5,413    $  6,359    $  9,434
  Research and development contracts........        141         527         749         381         626
                                                -------     -------     -------     -------      ------
     Total revenues.........................      4,765       5,294       6,162       6,740      10,060
Costs and expenses:
  Cost of product sales.....................      2,698       2,464       2,652       2,895       3,441
  Research and development..................      1,047       1,103       1,856       2,430       4,131
  Selling and marketing.....................      1,194       1,398       1,375       2,095       5,236
  General and administrative................      1,162       1,191       1,245       1,792       4,412
  Amortization of intangible assets.........        349         265         330         248         241
                                                -------     -------     -------     -------      ------
Loss from operations........................     (1,685)     (1,127)     (1,296)     (2,720)     (7,401)
Other income (expense)......................         67         (13)         14          40         (36)
Interest income (expense)...................       (299)       (293)       (232)         45       1,443
                                                -------     -------     -------     -------      ------
Net loss....................................   $ (1,917)   $ (1,433)   $ (1,514)   $ (2,635)   $ (5,994)
                                                =======     =======     =======     =======      ======
Net loss per share(1).......................   $  (2.34)   $  (1.69)   $  (1.78)   $  (1.30)   $  (0.53)
                                                =======     =======     =======     =======      ======
Weighted average shares outstanding(1)......        818         847         850       2,027      11,394
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     AT JUNE 30,
                                               --------------------------------------------------------
                                                 1993        1994        1995        1996        1997
                                               --------    --------    --------    --------    --------
                                                                    (IN THOUSANDS)
<S>                                            <C>         <C>         <C>         <C>         <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments...............................   $    397    $  1,090    $  1,217    $ 28,575    $ 19,514
Total assets................................      4,308       4,307       4,485      33,174      30,207
Long-term debt, less current maturities.....      3,100       3,005       2,812         152         553
Redeemable Convertible Preferred Stock......     10,276      11,768      13,115           0           0
Accumulated deficit.........................    (13,750)    (15,184)    (16,698)    (19,333)    (25,327)
Total stockholders' equity (deficit)........    (10,058)    (11,490)    (13,004)     30,119      24,266
</TABLE>
 
- ---------------
(1) Computed on the basis described in Note 2 of Notes to Consolidated Financial
    Statements.
 
                                       20
<PAGE>   22
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Consolidated
Financial Statements and the related Notes thereto included elsewhere in this
Prospectus. This Prospectus contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited to, those
discussed under "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business," as well as those
discussed elsewhere in this Prospectus.
 
OVERVIEW
 
     Digene develops, manufactures and markets proprietary DNA and RNA tests,
based on its Hybrid Capture technology, for the detection, screening and
monitoring of HPV, STDs including chlamydia and gonorrhea, and blood viruses
including HIV, CMV and HBV. Currently, the Company is marketing its HPV Test in
the United States for the follow-up screening of women with equivocal Pap smears
and the Company is marketing its HPV tests internationally as a primary screen
to be used either in conjunction with or separate from the Pap smear.
Internationally, the Company launched its HBV Test in 1992, its CMV Test in
March 1997, and its HIV Test in July 1997. In addition, the Company introduced
its Chlamydia and Gonorrhea Tests internationally in August 1997. Other than the
Company's HPV Test, the Company's products currently are available in the United
States for research use only. The Company expects that sales of its HPV tests
will account for a substantial portion of the Company's revenues for at least
the next two years. In addition, the Company expects that international sales
will account for a significant portion of its revenues for at least the next two
years. For more information regarding the Company's tests see
"Business -- Products."
 
     The Company currently markets its products in the United States through a
direct sales force supported by technical and customer service representatives.
In Europe, the Company's women's health products are marketed primarily through
a direct sales force that Digene has established with Murex, which also serves
as a distributor of the Company's blood virus products in certain European,
Middle Eastern and African markets. The Company's products are also sold through
a network of distributors in Asia and South America, and in Brazil through the
Company's majority owned subsidiary.
 
     The Company has incurred substantial operating losses since inception,
resulting principally from expenses associated with the Company's research and
development programs, including preclinical studies, clinical trials and
regulatory submissions for the Company's women's health and blood virus
products, the scale-up of the Company's manufacturing facilities, and the
expansion of the Company's sales and marketing activities in the United States
and abroad. The Company expects such operating losses to continue for the
foreseeable future as it continues its product development efforts, seeks FDA
and foreign approvals of its women's health and blood virus products, expands
its manufacturing capabilities and further expands its sales and marketing
activities. In late 1997, the Company plans to initiate either the lease and
build-out of a new facility or the expansion of its existing facility for
additional manufacturing, laboratory, warehouse and office space, which will
increase operating expenses beginning in 1998. During the next two years, the
Company also intends to make a significant investment in luminometers and
related software and equipment, which will be provided to clinical laboratories
to assist in the Company's launch of the HPV HC II Test, primarily in Europe.
See "Risk Factors -- Uncertainty of Market Acceptance" and "-- Limited
Manufacturing Experience; Uncertainties Regarding Manufacturing and Operations
Scale-up."
 
     The Company's quarterly operating results have fluctuated significantly in
the past and the Company believes that they may continue to fluctuate
significantly in the future with lower product revenues in the first and second
fiscal quarters as compared with the third and fourth fiscal quarters, primarily
attributable to the lower demand for certain women's health-related medical
procedures during the summer months and the December holiday season in the
United States and Europe. In addition, the Company's quarterly operating
results, as well as annual results, may fluctuate from period to period due to
the degree of market acceptance of the Company's products, competition, the
timing of regulatory approvals and other regulatory announce-
 
                                       21
<PAGE>   23
 
ments, the volume and timing of orders from and shipments to distributors,
variations in the Company's distribution channels, the timing of new product
announcements and introductions by the Company and its competitors, product
obsolescence resulting from new product introductions and other factors, many of
which are outside the Company's control. Due to one or more of these factors, in
one or more future quarters the Company's results of operations may fall below
the expectations of securities analysts and investors. In that event, the market
price of the Company's Common Stock could be materially and adversely affected.
 
RESULTS OF OPERATIONS
 
  Comparison of Fiscal Year Ended June 30, 1997 to Fiscal Year Ended June 30,
1996
 
     Product sales increased to $9,434,000 in fiscal 1997 from $6,359,000 in
fiscal 1996. The increase was due primarily to increased sales of the Company's
HPV tests. The Company anticipates that sales of its HPV tests will account for
a substantial portion of its product sales for at least the next two years.
 
     Research and development contract revenues increased to $626,000 in fiscal
1997 from $381,000 in fiscal 1996 due primarily to revenues recorded under a new
contract.
 
     Cost of product sales increased to $3,441,000 in fiscal 1997 from
$2,895,000 in fiscal 1996 due to increased sales volume. Gross margin on product
sales increased to 63.5% in fiscal 1997 from 54.4% in fiscal 1996. This increase
was due primarily to sales of higher margin HPV tests and increases in overhead
absorption and unit pricing. The Company expects gross margins to increase in
the future due to improved overhead absorption and manufacturing efficiencies,
and more favorable terms for its distribution relationships.
 
     Research and development expenses increased to $4,131,000 in fiscal 1997
from $2,430,000 in fiscal 1996 due to the hiring of additional research and
development personnel and increases in clinical trial activity related to the
development of its blood virus and STD tests and to the further development of
the Company's Hybrid Capture II technology. The Company expects research and
development expense to increase for the next few years.
 
     Selling and marketing expenses increased to $5,236,000 in fiscal 1997 from
$2,095,000 in fiscal 1996 due to substantial increases in sales and marketing
programs and to the hiring of additional selling and marketing personnel, as
well as to other selling costs, incurred under the Company's international
distribution agreements. The Company expects selling and marketing expenses to
increase substantially over the next few years as it expands its advertising and
promotional activities and increases its sales and marketing force.
 
     General and administrative expenses increased to $4,412,000 in fiscal 1997
from $1,792,000 in fiscal 1996, due to the hiring of additional administrative
personnel, set-up costs associated with the Company's expansion into the
European market, and the related expenses incurred to support the Company's
requirements as a publicly traded company. In addition, general and
administrative expenses increased as a result of the formation of Digene do
Brasil, a majority-owned subsidiary. The Company expects general and
administrative expenses to increase over the next few years.
 
     Amortization of intangible assets decreased to $241,000 in fiscal 1997 from
$248,000 in fiscal 1996. The Company expects amortization of intangible assets
to increase significantly in the next fiscal year and to remain at such
increased level through fiscal 2001 due to the acquisition during 1997 of
certain assets relating to the establishment of its women's health business in
Europe.
 
     Interest income increased to $1,443,000 in fiscal 1997 from $45,000 in
fiscal 1996 due primarily to the investment of the net proceeds from the
Company's initial public offering, completed in May 1996, partially offset by a
decrease in interest expense due to the repayment of notes related to an
acquisition.
 
  Comparison of Fiscal Year Ended June 30, 1996 to Fiscal Year Ended June 30,
1995
 
     Product sales increased to $6,359,000 in fiscal 1996 from $5,413,000 in
fiscal 1995. The increase was due, primarily, to increased sales of the
Company's Hybrid Capture tests, which more than offset the decline of
radioactive product sales due to the discontinuance of the radioactive product
line in December 1995.
 
                                       22
<PAGE>   24
 
     Research and development contract revenue decreased to $381,000 in fiscal
1996 from $749,000 in fiscal 1995 due to a decrease in contract development
services relating to its CMV Test, performed under the Company's development
agreement with Murex. For a more complete description of the Company's
relationship with Murex, see "Business -- Distribution Arrangements."
 
     Cost of product sales increased to $2,895,000 in fiscal 1996 from
$2,652,000 in fiscal 1995 due to increased sales volume. Gross margins are
typically higher on the Hybrid Capture line than on the discontinued radioactive
product line.
 
     Research and development expense increased to $2,430,000 in fiscal 1996
from $1,856,000 in fiscal 1995 due to increased personnel costs associated with
the development of new products utilizing the Company's Hybrid Capture
technology.
 
     Selling and marketing expense increased to $2,095,000 in fiscal 1996 from
$1,375,000 in fiscal 1995 due to increased personnel costs resulting from the
addition of marketing personnel to support the Hybrid Capture product line, and
increased sales commissions and royalties as a result of higher sales volume.
Sales personnel receive a salary plus commissions based upon the attainment of
certain sales levels.
 
     General and administrative expense increased to $1,792,000 in fiscal 1996
from $1,245,000 in fiscal 1995, due to increased personnel costs, as well as
increased professional fees associated with becoming a publicly traded company.
 
     Amortization of intangible assets decreased to $248,000 in fiscal 1996 as
compared to $330,000 in fiscal 1995 as a result of certain intangibles becoming
fully amortized during the year.
 
     Interest income (expense) increased to $45,000 in fiscal 1996 from
($232,000) in fiscal 1995, due to a reduction in the interest rate and
subsequent repayment of the note issued by the Company in connection with an
acquisition and the investment of the proceeds from the Company's initial public
offering which was completed in May 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since inception, the Company's expenses have significantly exceeded its
revenues, resulting in an accumulated deficit of approximately $25.3 million at
June 30, 1997. The Company has funded its operations primarily through the sale
of equity securities. At June 30, 1997, the Company had cash, cash equivalents
and short-term investments aggregating approximately $19,514,000. Short-term
investments of $75,000 are restricted under a collateral agreement related to
leasehold improvements. Net cash used in the Company's operating activities was
$6,527,000 for the fiscal year ended June 30, 1997.
 
     Capital expenditures increased to $971,000 in fiscal 1997 from $330,000 in
fiscal 1996, due primarily to the acquisition of leasehold improvements and
related furniture and equipment associated with the expansion of the Company's
Beltsville, Maryland facility and to additional laboratory and computer
equipment purchases. In late 1997, the Company plans to initiate either the
lease and build-out of a new facility or the expansion of its existing
facilities. The integration of the Company's operations into a new or expanded
facility may result in inefficiencies and delays. Specifically, companies often
encounter difficulties in scaling up manufacturing, including problems involving
production yield, quality control and assurance, and shortages of qualified
personnel. During the next two years, the Company also intends to make a
significant investment in luminometers, software and related equipment, which
will be provided to clinical laboratories to assist in the Company's launch of
the HPV Test, based on the Company's second generation Hybrid Capture
technology, primarily in Europe. See "Risk Factors -- Limited Manufacturing
Experience; Uncertainties Regarding Manufacturing and Operations Scale-up."
 
     The Company does not have any bank financing arrangements. The Company's
indebtedness consists of notes payable in the principal amount of $1,762,000
related to its expansion into the European market, notes payable in the
principal amount of $85,000 to former stockholders of the Company, and notes
payable in the principal amount of $44,000 related to leasehold improvements.
 
                                       23
<PAGE>   25
 
     The Company anticipates that working capital requirements will increase
significantly for the foreseeable future due to increased accounts receivables
as a result of direct sales to European customers, which have a longer
collection cycle than sales to distributors.
 
     The Company has incurred negative cash flows from operations since its
inception, and has expended, and expects to continue to expend in the future,
substantial funds to complete its planned product development efforts, expand
its sales and marketing activities and expand its manufacturing capabilities.
The Company expects that its existing capital resources, together with the net
proceeds of this Offering and the interest thereon, will be adequate to fund the
Company's operations through 1999. No assurances can be given that there will be
no changes in the Company that would consume a significant amount of its
available resources before that time. The Company's future capital requirements
and the adequacy of available funds will depend on numerous factors, including
the successful commercialization of its products, progress in its product
development efforts, the magnitude and scope of such efforts, progress with
preclinical studies and clinical trials, progress in its regulatory affairs
activities, the cost and timing of expansion of manufacturing capabilities, the
expansion of the Company's direct European sales operations, the development and
maintenance of effective sales and marketing activities, the cost of filing,
prosecuting, defending and enforcing patent claims and other intellectual
property rights, competing technological and market developments, and the
development of strategic alliances for the marketing of its products. To the
extent that the Company's existing capital resources and funds generated from
the Company's operations, together with its existing capital resources and the
proceeds of this Offering and the interest earned thereon, are insufficient to
meet current or planned operating requirements, the Company will be required to
obtain additional funds through equity or debt financing, strategic alliances
with corporate partners and others, or through other sources. The terms and
prices of any equity or debt financings may be significantly more favorable to
investors than those of the Common Stock sold in this Offering. The Company does
not have any committed sources of additional financing, and there can be no
assurance that additional funding, if necessary, will be available on acceptable
terms, if at all. If adequate funds are not available, the Company may be
required to delay, scale back or eliminate certain aspects of its operations or
attempt to obtain funds through arrangements with collaborative partners or
others that may require the Company to relinquish rights to certain of its
technologies, product candidates, products or potential markets. If adequate
funds are not available, the Company's business, financial condition and results
of operations will be materially and adversely effected.
 
                                       24
<PAGE>   26
 
                                    BUSINESS
 
THE COMPANY
 
     The Company develops, manufactures and markets proprietary DNA and RNA
tests for the detection, screening and monitoring of human diseases. The
Company's lead product, the Hybrid Capture HPV Test, is the only FDA-approved
test for the detection of human papillomavirus ("HPV"), the cause of essentially
all cervical cancer. In addition, Digene has developed and launched tests
internationally for the detection and viral load monitoring of major blood
viruses, including human immunodeficiency virus ("HIV"), cytomegalovirus ("CMV")
and hepatitis B virus ("HBV"), and tests for the detection of two of the most
common sexually transmitted diseases ("STDs"), chlamydia trachomatis
("chlamydia") and neisseria gonorrhea ("gonorrhea"). The Company's products are
designed to improve clinical outcomes and reduce the overall cost of disease
management. The Company believes its Hybrid Capture technology, the basis for
its DNA and RNA tests, represents a significant improvement over existing
technologies because of its sensitivity, speed, ease-of-use, accuracy and
ability to measure viral load.
 
BACKGROUND: WOMEN'S HEALTH AND BLOOD VIRUSES
 
WOMEN'S HEALTH
 
     The Company has initially focused on two major women's health issues,
cervical cancer and sexually transmitted diseases. Cervical cancer is the second
most common cancer among women worldwide. Although the Pap smear has
successfully reduced deaths caused by cervical cancer in the United States, it
does not detect HPV, which is the cause of essentially all cervical cancer. In
addition, the Pap smear is a subjective, labor intensive test that has limited
sensitivity and diagnostic accuracy leading to equivocal test results and false
negative diagnoses, resulting in significant costs to the healthcare system due
to over-treatment or under-diagnosis.
 
     Sexually transmitted diseases, in addition to HPV, are also a serious
health problem, with more than 300 million new cases worldwide each year. Women
are five times more likely than men to have a sexually transmitted disease.
Although treatments are available for most sexually transmitted diseases, many
cases remain undiagnosed. If undetected and left untreated in women, STDs, such
as chlamydia and gonorrhea, have potentially serious and costly consequences,
including infertility and pelvic inflammatory disease.
 
Cervical Cancer
 
     Cervical cancer is the second most common cancer among women worldwide,
with approximately 440,000 new cases reported annually. If detected in the
precancerous stage, virtually all cases of cervical cancer are preventable. The
treatment of cervical cancer after it reaches the invasive stage may require
chemotherapy, radiation treatment or surgery, including hysterectomy. These
treatments are expensive and often unsuccessful. The United States has a
relatively low incidence of cervical cancer due to widespread use of cervical
cancer screening and significant expenditures on screening infrastructure, which
includes sophisticated laboratory facilities and highly trained
cytotechnologists, and extensive regulatory oversight. Outside the United
States, limited resources and underdeveloped or non-standardized testing
infrastructure often lead to under-diagnosis of cervical disease, resulting in a
significantly higher incidence of cervical cancer.
 
  HPV Infection and Cervical Cancer
 
     According to the National Institutes of Health ("NIH"), HPV is the cause of
essentially all cervical cancer. Recent studies have demonstrated that at least
93% of cervical cancers and high-grade cervical lesions contain one or more
cancer-causing types of HPV. Moreover, a recent prospective study conducted by
the National Cancer Institute ("NCI") on 21,000 women with a history of normal
Pap smears found that approximately 80% of those who tested positive for
cancer-causing types of HPV developed clinically significant cervical lesions
within four years.
 
                                       25
<PAGE>   27
 
  Pap Smear Testing
 
     To enable the early detection of cervical cancer, gynecologists typically
recommend annual screening examinations. The standard screening method in the
United States and in other major industrialized countries is the Pap smear test,
in which a sample of cervical cells is examined under a microscope. Pap smears
have been the principal means of cervical cancer screening in the United States
since the 1940s. More than 50 million Pap smears are performed annually in the
United States, and the Company believes that approximately 100 million are
performed annually in the rest of the world. Each Pap smear is classified
according to the Bethesda System for Reporting Cervical/Vaginal Cytologic
Diagnoses into one of five categories: (1) Negative; (2) Atypical Squamous Cells
of Undetermined Significance ("ASCUS"); (3) Low Grade Squamous Intraepithelial
Lesions ("LSIL"); (4) High Grade Squamous Intraepithelial Lesions ("HSIL"); and
(5) Carcinoma. For purposes of this Prospectus, negative Pap smear results are
referred to as "normal;" ASCUS, as "equivocal;" and LSIL, HSIL and Carcinoma, as
"abnormal." An equivocal classification is given to Pap smear results that
cannot be definitely classified as either normal or abnormal. The estimated
percentage of Pap smears classified in each category annually is shown below.
 
               CLASSIFICATION OF PAP SMEARS IN THE UNITED STATES

<TABLE>
<S>                         <C>                         <C>
                             TOTAL PAP SMEARS:
                                50 MILLION
 
NORMAL PAP SMEARS:          EQUIVOCAL PAP SMEARS:       ABNORMAL PAP SMEARS:
  45 MILLION                   3.5 MILLION                 1.5 MILLION
      90%                          7%                          3%
</TABLE>

     Follow-up testing and treatment is based on the classification of the Pap
smear result. Women with normal Pap smears typically require no follow-up beyond
continuation with annual Pap smear testing. In general, women with abnormal Pap
smears undergo a colposcopic examination (visual examination of the cervix with
the aid of a colposcope). Most of these women also undergo biopsy at the time of
colposcopy, and many go on to have any suspected lesions ablated (physically
removed with a scalpel or cauterizing instrument). Many women with equivocal Pap
smears are treated as if they have abnormal Pap smears, even though only an
estimated 25% to 35% of these women actually have cervical disease.
 
  Problems With the Pap Smear
 
     Although the Pap smear has been successful in reducing deaths due to
cervical cancer in the United States, Pap smears have significant limitations,
including the following:
 
     Equivocal Pap Smears Lead to Unnecessary, Costly Intervention.  Each year
in the United States, approximately 3.5 million Pap smears are classified as
equivocal. It is estimated that 65% to 75% of women with equivocal Pap smears do
not have cervical disease. However, women with equivocal Pap smears often
undergo colposcopy and biopsy. These invasive procedures cost approximately $300
and $100, respectively, and may result in significant physical and emotional
stress.
 
     Pap Smears are Difficult to Interpret.  Screening and interpreting Pap
smears is a highly subjective, complex and tedious task. The screening process
requires intense visual review through a microscope of a large volume of slides
containing cervical cells. A Pap smear may contain only a small number of
abnormal cells among
 
                                       26
<PAGE>   28
 
50,000 to 300,000 normal cells. The subjective nature of this screening process
often leads to equivocal test results. In addition, the difficulty and
tediousness of the screening process and the limitations of the visual review
result in a large number of Pap smears which are misinterpreted as normal
("false negatives").
 
     False Negative Diagnoses.  Pap smears fail to identify cervical disease in
a significant number of women. The sensitivity of Pap smears is estimated to be
60% to 80%. As a result, 20% to 40% of cervical disease is not detected by Pap
smear testing. False negatives may result in delayed treatment for cervical
lesions and in the failure to detect cervical cancer at an early stage. Delays
in treatment may also allow the disease to progress further, thereby increasing
the need for invasive and costly treatments, and reducing the efficacy of
available therapies and the likelihood of patient survival. False negative
diagnoses present a particular health risk for women who do not undergo routine
Pap smear testing at recommended time intervals.
 
     Pap Smears Have Limited Predictive Value.  The Pap smear is not designed,
and is unable, to detect the presence of HPV, the cause of essentially all
cervical cancer. Consequently, Pap smears do not allow the clinician to identify
women with no overt signs of cervical disease but who are infected with
cancer-causing types of HPV and are therefore likely to develop cervical cancer
or advanced cervical lesions in the future.
 
     Limited Availability of Pap Smear Screening.  In many countries, Pap smears
are not widely used or are unavailable. Extensive cervical disease screening
programs using the Pap smear require large numbers of cytotechnologists and
sophisticated laboratory procedures. Properly trained cytotechnologists and
adequate laboratory facilities are often unavailable in developing countries. As
a result, there is a substantially higher incidence of cervical cancer outside
the United States.
 
Chlamydia and Gonorrhea
 
     Chlamydia is the most common sexually transmitted disease in the United
States, and is a major health problem worldwide, with approximately 89 million
new cases annually. Genital chlamydia infection, if left untreated, has serious
potential consequences, such as infertility, ectopic pregnancy, cervicitis, and
pelvic inflammatory disease. Gonorrhea, which affects approximately 62 million
people worldwide each year, is the second most common sexually transmitted
disease in the United States and, if left untreated, may result in severe
genital complications in both women and men. If properly detected, both
chlamydia and gonorrhea are easily treatable with low cost antibiotic therapy.
However, routine and broad based screening for chlamydia and gonorrhea has been
limited by the insufficient sensitivity of some culture methods, the invasive
and cumbersome specimen collection methods frequently employed and the time and
cost associated with performing these tests.
 
BLOOD VIRUSES AND VIRAL LOAD MONITORING
 
     Blood viruses, such as HIV, CMV and HBV, are leading causes of morbidity
and death, and until recently, were untreatable. Early, accurate and ongoing
detection of blood viruses and monitoring of viral load is essential for
effective patient management. Over the last several years, antiviral therapies
have been developed to treat these diseases. To maximize the efficacy of these
expensive and toxic therapies, physicians rely on viral load monitoring to
quantify the amount of virus present in the patient's system. By precisely
measuring viral load and identifying non-responders early in their treatment,
physicians are able to better tailor antiviral therapies by more precisely
monitoring responses to different therapies, recognizing when a patient develops
drug resistance and projecting how quickly the infection will progress to
chronic disease.
 
  Human Immunodeficiency Virus
 
     Development of antiviral therapies for HIV is an area of intense research
and development. The availability of numerous potent drugs to inhibit HIV
replication has permitted the design of therapeutic strategies involving
combinations of antiviral drugs that may accomplish prolonged suppression of HIV
in patients to undetectable levels. However, the Company believes that
approximately 25% of these patients have exhibited some level of resistance to
these antiviral drugs, thereby necessitating continual re-evaluation of the
efficacy of the combination therapy. Measurement of viral load has been
demonstrated to be a powerful predictor of the efficacy of potential therapeutic
agents, as well as an important indicator of an individual's risk
 
                                       27
<PAGE>   29
 
of progressing to AIDS and death. Recent NIH treatment guidelines for AIDS
patients recommend the measurement of HIV viral load at the time of diagnosis
and at least every three to four months thereafter.
 
     Currently, there is only one FDA approved test capable of detecting HIV RNA
viral load. However, clinical reference laboratories frequently rely on
internally developed HIV tests or commercially produced tests designed for
research purposes to measure HIV viral load. The Company believes that the
currently available HIV tests are technically complex to perform, and as a
result, may produce unreliable or irreproducible results. Additionally, these
tests are unable to detect certain important subtypes of the HIV virus,
resulting in false negative diagnoses.
 
  Cytomegalovirus
 
     CMV is a systemic infection that causes complications in several sites in
the body, including the retina, gastrointestinal tract, lungs, liver and central
nervous system. CMV is the most common viral opportunistic infection in
transplant patients and AIDS patients, with approximately 60% and 95% of
patients being infected, respectively. An estimated $1 billion is spent annually
in the United States on the prevention and treatment of CMV-related diseases.
The drugs available to treat CMV infection are both toxic and expensive, and
ideally, should be administered only when active CMV infection has been
confirmed.
 
     While tests exist to detect the presence of CMV, these tests suffer from
significant limitations. Conventional tissue culture tests have a low level of
sensitivity, can require up to 28 days to produce results and are labor
intensive. Rapid culture tests can provide results within one or two days, but
have a low level of sensitivity. In addition, culture-based tests often provide
inaccurate results when used to monitor patients being treated with CMV
antiviral therapies. Although antigen tests can detect active CMV infection and
are highly sensitive, they are technically complex and labor intensive and have
limited reliability. Antibody tests, which are currently used to detect viruses
such as HIV, are of limited utility in detecting CMV since most healthy adults
have antibodies against CMV. Additionally, current tests do not provide viral
load quantification, and therefore, have limited effectiveness in monitoring CMV
infection.
 
  Hepatitis B Virus
 
     HBV is the fifth most common cause of death from disease worldwide, causing
an estimated one million deaths annually, and is the second most common chronic
infectious disease worldwide. The World Health Organization estimates that more
than two billion people are infected with HBV, including an estimated 300
million people chronically infected. HBV is 100 times more contagious than the
HIV virus and is transmitted through blood transfusions, contaminated needles,
sexual contact and vertical transmission (from mother to child). Currently, the
only approved drug for the treatment of HBV is alpha interferon, which is only
effective in approximately 25% to 40% of infected patients. However, new
therapies are being developed, including several nucleoside analogues, such a
lamivudine and famciclovir, which have demonstrated great promise for the
treatment of patients with chronic HBV infection. HBV viral load monitoring is
required to measure the efficacy of HBV antiviral therapy and to identify the
onset of drug resistance.
 
     Antigen tests have significant limitations in the diagnosis of HBV
infection and the monitoring of HBV therapeutic response. Since antigen tests
can only detect HBV antigens, they are not capable of measuring viral load and
cannot adequately monitor therapeutic response. In addition, certain mutant
strains of HBV do not produce antigens and therefore cannot be detected by
antigen tests, resulting in false negative diagnoses.
 
     Currently available HBV DNA tests lack the sensitivity and range of
quantification necessary for use with the new therapeutic approaches under
development. These tests are adequate for monitoring alpha interferon therapy,
but because their sensitivity is limited (typically not less than 50,000 viral
genome copies per milliliter), they cannot be used to confirm the complete
suppression of HBV virus in serum. As with current HIV treatment guidelines, the
new HBV therapeutic approaches are designed to eliminate the HBV virus from a
patient's blood. Consequently, new tests are required to measure viral load over
a very broad range.
 
                                       28
<PAGE>   30
 
THE DIGENE SOLUTION
 
     Digene develops, manufactures and markets proprietary DNA and RNA tests,
based on its Hybrid Capture technology, for the detection, screening and
monitoring of HPV, STDs including chlamydia and gonorrhea, and blood viruses
including HIV, CMV and HBV. The Company's products are designed to improve
clinical outcomes by providing more rapid, accurate and objective detection of
disease and reduce the
overall cost of disease management. The Company believes its Hybrid Capture
technology is a significant improvement over existing technologies because of
its sensitivity, speed, ease of use, accuracy and ability to quantify viral
load. In addition, the Company believes its tests can be reliably used without
the necessity of sophisticated technology or highly trained lab technicians.
 
  Women's Health
 
     Digene manufactures and markets the only FDA-approved test for the
detection of cancer-causing types of HPV. The Company's HPV Test allows
physicians to identify women who are most at risk of having or developing
cervical disease and cervical cancer. Digene's HPV Test has been approved by the
FDA for the follow-up screening of women with equivocal Pap smears and is being
marketed in selected European and South American countries as a primary screen
either in conjunction with or separate from the Pap smear. The Company is also
developing its Chlamydia and Gonorrhea Tests to deliver superior sensitivity
compared to traditional culture methods and the Company believes such tests are
well suited for use in moderate to high volume laboratory environments. In
addition, the Company's Chlamydia and Gonorrhea Tests can be performed using the
same sample obtained for HPV detection. The Company believes that the key
benefits provided by its Hybrid Capture technology for the detection, screening
and monitoring of HPV and STDs include the following:
 
     Enables Cost-Effective Follow-up Screening of Equivocal Pap
Smears.  Digene's HPV Test enables clinicians to, in effect, classify equivocal
Pap smears as either normal or abnormal. The Company's test detects the presence
of cancer-causing types of HPV, thereby allowing the clinician to identify women
who are most at risk of having or developing cervical disease and cervical
cancer. The Company believes that the use of its HPV Test for the follow-up
screening of women with equivocal Pap smears will improve the ability to
accurately screen for cervical cancer and reduce the need for costly and
invasive follow-up procedures, such as colposcopy and biopsy.
 
     Under Digene's recommended follow-up protocol, women with equivocal Pap
smears undergo the Company's HPV Test to determine the presence of
cancer-causing HPV types. Only those patients testing positive for
cancer-causing types of HPV undergo colposcopy and biopsy, while those testing
negative require no immediate follow-up beyond routine Pap smear testing. The
Company's HPV Test may be performed with clinical samples taken at the same time
as the Pap smear, thus eliminating the need for a return visit to the
physician's office. The following diagram outlines the use of the Company's HPV
Test for the follow-up screening of women with equivocal Pap smears.
 
                                       29
<PAGE>   31
 
          FOLLOW-UP SCREENING OF EQUIVOCAL PAP SMEARS WITH HPV TESTING
 
<TABLE>
<S>                         <C>                         <C>
                             TOTAL PAP SMEARS:
 
NORMAL PAP SMEARS:          EQUIVOCAL PAP SMEARS:        ABNORMAL PAP SMEARS:
      90%                            7%                           3%

                             HYBRID CAPTURE HPV
                                    TEST

HPV NEGATIVE: REPEAT PAP                                HPV POSITIVE: PROCEED TO
   SMEAR IN 6 MONTHS                                   COLPOSCOPY/BIOPSY/ABLATION
</TABLE>
 
     Provides Accurate, Easily Interpreted Results.  Clinical studies conducted
by the Company indicate that the Company's HPV Test is highly sensitive for the
detection of cervical disease. Such clinical studies indicate that Digene's HPV
Test is capable of detecting cervical disease in up to 92% of the cases in which
cervical disease is present. This represents a significant improvement over the
Pap smear's estimated sensitivity of 60% to 80%. The results generated by the
Company's HPV Test are objective, providing a clear determination of the
presence of cancer-causing types of HPV, thereby reducing the need for highly
trained cytotechnologists.
 
     Reduces Likelihood of False Negatives.  The high level of sensitivity of
the Company's HPV Test should increase the possibility that precancerous
cervical lesions will be detected. Studies indicate that when used in
conjunction with Pap smear testing, the Company's HPV Test can detect 95% to
100% of high grade lesions and virtually all instances of cervical cancer. The
Company believes that by reducing the number of false negatives, many cases of
precancerous cervical disease will be detected at earlier stages, when therapies
are more effective and survival rates are higher.
 
     Predicts Development of Disease.  The Company believes that testing for the
presence of cancer-causing types of HPV has considerable predictive value. In
one study, approximately 80% of women with a history of normal Pap smears who
tested positive for cancer-causing types of HPV developed clinically significant
cervical lesions within four years.
 
     Reducing Laboratory Costs by Linking STD Testing to HPV Detection.  Digene
believes that the ability to test for chlamydia and gonorrhea from the same
patient sample used for Digene's HPV tests will provide a marketing advantage by
reducing laboratory costs and providing greater convenience to physicians and
patients. The Chlamydia and Gonorrhea Tests are designed to deliver superior
sensitivity as compared to traditional culture methods. Preliminary results of
clinical studies on women indicate that Digene's Chlamydia Test is capable of
detecting chlamydia in up to 97% of the cases in which the disease is present,
while the Gonorrhea Test is capable of detecting gonorrhea in up to 91% of the
cases in which it is present. Since these tests are based on a 96-well
microtiter plate format, the Company believes they are ideally suited for
moderate to high volume testing. Additionally, unlike traditional culture-based
tests, the Chlamydia and Gonorrhea Tests can be performed using urine samples.
 
                                       30
<PAGE>   32
 
  Blood Viruses
 
     The Company is currently developing Hybrid Capture tests for HIV, CMV and
HBV. The Company's tests for these blood viruses are designed to provide highly
sensitive, accurate, reproducible and reliable viral detection and viral load
measurement. Similar to its tests for detection of HPV and STDs, the Company's
blood virus tests are easier to use than current tests and do not require
expensive or sophisticated laboratory equipment or highly trained lab
technicians to generate timely and reliable results.
 
     Digene's Hybrid Capture blood virus tests have been designed to provide
highly sensitive, accurate, reproducible and reliable measurement of viral load
and enable physicians to monitor infection levels on an ongoing basis. As a
result, the Company believes that physicians using the Company's tests will be
able to make more informed treatment decisions regarding the timing and
effectiveness of antiviral therapy for the treatment of HIV, CMV and HBV. The
Company believes that the major benefits provided by its blood virus tests
include the following:
 
     Improved HIV Detection and Monitoring.  Based on preliminary tests
conducted by an independent third party, the Company believes that its HIV Test
is a significant improvement over currently available tests because of its
sensitivity, rapid processing time, improved accuracy and ability to quantify
viral load. In addition, currently available HIV RNA tests are unable to detect
certain important subtypes of the HIV virus. Consequently, current HIV viral
load tests may produce false negative diagnoses, which can result in infected
patients remaining untreated. The Company's HIV Test can detect 92% of the HIV
genome, which allows accurate detection of critical subtypes of HIV. As a
result, the Company believes that its HIV Test will reduce the number of false
negative diagnoses and allow earlier detection of the virus, thereby allowing
antiviral therapy to be initiated at an earlier stage.
 
     Confirmation of Active CMV Infection.  The Company believes that its CMV
Test can accurately measure and differentiate active from latent CMV infection
in transplant, AIDS and other immunocompromised patients. In clinical trials,
the Hybrid Capture CMV Test accurately detected CMV infection in 94% of the
cases in which it was present. The Company believes that its test will improve
patient management by ensuring that costly and toxic CMV therapies are only
administered when active CMV infection is confirmed.
 
     Accurately Measure the Effectiveness of HBV Antiviral Therapies.  The
Company has designed its HBV Test to measure the effectiveness of new nucleoside
analogue therapies. The Company's test is capable of measuring viral load across
a broad range of HBV levels, from approximately seven thousand to one billion
viral genome copies per milliliter. The Company believes that its test is more
sensitive than currently available antigen tests and will therefore reduce the
number of false negative results, resulting in a significant improvement in the
standard of care.
 
STRATEGY
 
     The Company's principal objective is to establish its proprietary Hybrid
Capture technology as a standard of care in the areas of women's health and
blood virus testing. The key components of the Company's strategy are as
follows:
 
     Establish HPV Testing as a New Standard of Care.  The Company is focused on
establishing its HPV tests as a new standard of care for cervical cancer
screening. The Company is working closely with clinical reference laboratories,
third-party payors, and health care providers and their affiliated physicians
who influence the introduction and acceptance of new technologies. The Company
has supported and participated in more than a dozen major multi-center trials,
involving more than 75,000 patients, including an ongoing 7,200 patient NCI
study designed to establish the clinical utility and the cost-effectiveness of
HPV screening of women with equivocal or low grade Pap smears.
 
     The Company believes that the adoption of the Company's HPV tests by
managed care organizations is essential to achieve broad based market acceptance
of the Company's HPV tests as the new standard of care for cervical cancer
screening. Accordingly, the Company is working with a number of managed care
organizations, including Kaiser Permanente (the largest health maintenance
organization in the United States) and Omnia, Inc., a provider of gynecological
services to managed care organizations, to demonstrate the clinical utility and
 
                                       31
<PAGE>   33
 
cost-effectiveness of the Company's HPV HC II Test, based on its Hybrid Capture
II technology. Preliminary findings of a study conducted by Kaiser Permanente
indicate that the Company's HPV HC II Test identified 90% of women with high
grade cervical disease from a population of patients with equivocal Pap smears.
The preliminary results further indicate that, for those healthcare providers
who would otherwise refer all patients with equivocal Pap smears for colposcopy,
use of the Company's HPV HC II Test could reduce the referral rate for
colposcopy of such patients by up to 61%. This reduction could eliminate
laboratory tests and doctors office procedures and significantly decrease costs
associated with cervical cancer screening.
 
     Leveraging Core Technology to Develop New Proprietary Tests.  The Company
has used the expertise gained in the development of its Hybrid Capture HPV Test
to create and commercialize a portfolio of DNA and RNA tests for the detection,
screening and monitoring of STDs and blood viruses. The Company intends to
continue to leverage its Hybrid Capture technology platform to develop
additional tests.
 
     Capitalize on Near Term Revenue Opportunities.  The Company has launched
its HPV Test in the United States and its HPV, Chlamydia, Gonorrhea, HIV, CMV,
and HBV Tests internationally. The Company believes that its HPV tests, in
particular, represent an immediate market opportunity. Currently, the Company is
marketing its HPV Test in the United States as a follow-up screen for women with
equivocal Pap smears, while internationally, the Company is marketing its HPV
tests as primary screening tests either in conjunction with or separate from the
Pap smear. In August 1997, the Company launched its Chlamydia and Gonorrhea
Tests internationally. The Company believes that these tests will generate near
term revenue since they can be performed using the same samples obtained for HPV
testing.
 
     Leverage Existing Customers and Distribution Channels.  The Company
currently markets its products to more than 500 customers through a global sales
and distribution organization. The Company intends to leverage its existing
distribution channels as well as its reputation for developing high quality,
sensitive DNA probe-based tests, including tests for HPV and HBV, to accelerate
the adoption of the Company's sexually transmitted disease and blood virus
tests.
 
     Pursue Strategic Alliances.  The Company intends to continue to pursue
strategic alliances with manufacturers of medical devices, pharmaceutical
companies and clinical reference laboratories in order to increase market
acceptance of its products and to expand its marketing efforts. The Company
currently is working with Cytyc Corporation to develop methods and protocols
which enable physicians to obtain cervical cancer screening, cytology and
virology test results from a single patient specimen. The new single sample
approach, approved by the FDA in September 1997, enables the use of the Digene
HPV Test with the patient specimen collected by Cytyc ThinPrep Pap Test to
eliminate the need for a return office visit and second sampling of the patient
to confirm disease. The Company is pursuing other co-marketing and distribution
agreements with clinical testing laboratories and pharmaceutical companies for
the co-promotion of the Company's women's health and blood virus tests. The
Company believes these marketing efforts will encourage physicians to request
the Company's women's health tests as a regular part of their cervical cancer
screening protocol and blood virus tests as a regular part of their patient
monitoring protocol.
 
PRODUCTS
 
     Digene's Hybrid Capture technology, which is the basis for all of the
Company's DNA and RNA tests, is a rapid, accurate, easy-to-use, sensitive
technology which can be used with standard laboratory equipment. The Company
believes that its Hybrid Capture technology is a significant improvement over
other detection technologies because of its sensitivity, speed, ease-of-use,
improved accuracy and ability to quantify viral load. The Company has developed
two versions of its Hybrid Capture technology, Hybrid Capture I ("HC I") and
Hybrid Capture II ("HC II"). HC I, the Company's first generation detection
technology, tests samples individually in polystyrene tubes. HC II uses a
96-well microtiter plate format which permits simultaneous screening of multiple
samples from a single plate and is designed to be more efficient, less expensive
and easier to use than HC I.
 
                                       32
<PAGE>   34
 
     The Company is using its Hybrid Capture technology to develop and
commercialize a wide range of DNA and RNA tests for the detection, screening and
monitoring of HPV, STDs including chlamydia and gonorrhea, and blood viruses
such as HIV, CMV and HBV. The following table summarizes the status of the
Company's DNA and RNA tests:
 
   
<TABLE>
<CAPTION>
                                               STATUS(1)
                     --------------------------------------------------------------      POTENTIAL
                                                                OUTSIDE                  WORLDWIDE
      TARGET                 UNITED STATES                   UNITED STATES                MARKET
- -------------------  ------------------------------  ------------------------------  -----------------
<S>                  <C>                             <C>                             <C>
Human                HPV HC I Test approved for      HPV HC I Test marketed for      10 million(2)
  Papillomavirus     follow-up screening of women    screening of women in
                     with equivocal Pap smears       conjunction with Pap smear
                     HPV HC I Test approved for
                     testing with Cytyc's sample
                     collection system
                     PMA supplement for HPV HC II    HPV HC II Test marketed for     150 million(2)
                     Test for follow-up screening    primary screening of women
                     of women with equivocal Pap
                     smears expected to be
                     submitted in 1997
 
Chlamydia and        510(k) notification for         Launched in August 1997         89 million(3)
  Gonorrhea          Chlamydia and Gonorrhea HC II                                   (Chlamydia) 62
                     Tests expected to be submitted                                  million(3)
                     in 1998                                                         (Gonorrhea)
 
Human                Expect to begin clinical        Launched in July 1997           21 million(4)
  Immunodeficiency   trials in 1998 on HIV HC II
  Virus              Test
 
Cytomegalovirus      510(k) notification expected    Launched in March 1997          1 million(6)
                     to be submitted in late 1997
                     for CMV HC I Test(5)
 
Hepatitis B Virus    HBV HC I Test available for     HBV HC I Test marketed and      300 million(7)
                     research use only               distributed
                                                     Launch of HBV HC II Test
                                                     expected in 1998
</TABLE>
    
 
   ---------------------
   (1) As described herein, certain of the Company's products have not
       received marketing approvals from the FDA or certain foreign
       authorities. There can be no assurance that any such products will
       receive such approvals on a timely basis, if at all. See "Risk
       Factors -- Government Regulation."
 
   (2) 10 million and 150 million are estimates of the total number of
       equivocal Pap smears diagnosed annually and the total number of Pap
       smears performed annually, respectively.
 
   (3) Represents estimated number of new cases worldwide on an annual basis.
 
   
   (4) Represents estimated number of cases worldwide.
    
 
   
   (5) 510(k) notification withdrawn in July 1997. The Company is currently
       compiling additional data and expects to submit another 510(k)
       notification in late 1997.
    
 
   
   (6) Represents estimated number of cases worldwide of active CMV
   infection.
    
 
   
   (7) Represents estimated number of cases worldwide of chronic HBV
   infection.
    
 
  Digene HPV Test
 
     Digene manufactures and markets the only test approved by the FDA to detect
cancer-causing types of HPV. Clinical studies indicate that the Company's HPV HC
I Test, utilizing 14 HPV types, is capable of detecting cervical disease in up
to 92% of the cases in which cervical disease is present. The Company's HPV
 
                                       33
<PAGE>   35
 
HC II Test utilizes DNA sequences for 18 HPV types. Preliminary studies indicate
that the HPV HC II Test is capable of detecting cervical disease in up to 95% of
those cases in which cervical disease is present.
 
     Currently, the Company's HPV HC I Test is being marketed and distributed in
the United States for the follow-up screening of women with equivocal Pap
smears. The Company expects to submit a PMA supplement to the FDA for its HPV HC
II Test in 1997. In March 1997, the Company launched its HPV HC II Test
internationally where it is being marketed for the primary screening of women
either in conjunction with or separate from the Pap smear.
 
  Digene Chlamydia and Gonorrhea Tests
 
     The Company is developing its HC II Chlamydia and Gonorrhea Tests to
provide clinicians with accurate, timely and non-invasive means of diagnosing
these STDs. The Digene Chlamydia and Gonorrhea Tests can be run either together
or individually. In addition, these tests are the only STD tests which can be
run from the same patient sample as the HPV HC II Test, thereby reducing the
number of specimens collected and lowering overall costs associated with disease
management. The tests detect the presence of chlamydia and gonorrhea in women
through samples taken with cervical swabs, as well as in men through the
collection of urine samples. Preliminary clinical studies on women have
indicated that Digene's Chlamydia Test is capable of detecting chlamydia in up
to 97% of the cases in which the disease is present, and the Gonorrhea Test is
capable of detecting gonorrhea in up to 91% of the cases in which it is present.
The Company intends to submit 510(k) notifications for its Chlamydia and
Gonorrhea Tests to the FDA in 1998 and launched the tests outside the United
States in August 1997.
 
  Digene HIV Test
 
     Digene is currently developing its HIV HC II Test for HIV detection,
screening and monitoring. The HIV HC II Test was shown in an independent
preliminary study conducted by the Ministry of Health of the Republic of Mexico
to provide highly sensitive, accurate, reproducible and reliable measurements of
HIV viral load. In the preliminary study, the test was also shown to be easy to
perform in an independent laboratory setting. The Company's HIV HC II Test is
the only test which can detect 92% of the HIV genome, which allows accurate
detection of critical subtypes of HIV. In conjunction with its marketing
relationship with Murex, Digene's HIV Test is expected to be the first HIV RNA
test to be available in combination with HIV drug resistance monitoring, CMV
DNA, and traditional HIV serology tests. Clinical studies in the United States
relating to the HIV HC II Test are expected to begin in 1998. The Company
launched the HIV HC II Test internationally in July 1997.
 
  Digene CMV Test
 
     Digene's CMV HC I Test delivers both qualitative and quantitative viral
load information to accurately differentiate active from latent CMV infection
for AIDS, transplant and other immunocompromised patients. The Company plans to
market its CMV HC I Test to (i) AIDS patients at risk of CMV end organ disease
who would benefit from preemptive therapy, (ii) select transplant patients with
active CMV infection needing protective therapy, and (iii) patients receiving
CMV antiviral therapy. The Company expects to market its CMV and HIV Tests
together for the management of patients with HIV/AIDS.
 
     Digene conducted clinical trials of its CMV HC I Test at The Mayo Clinic,
The Cleveland Clinic and the UCLA Medical Center. The preliminary results of
these trials indicated that the CMV HC I Test detected active CMV infection in
94% of the cases in which it was present. Based on these results the Company
submitted a 510(k) notification to the FDA in January 1997. The 510(k)
notification was subsequently withdrawn in July 1997 and the Company is
currently compiling additional data and expects to re-file a 510(k) notification
in 1997. The Company has marketed its CMV HC I Test outside the United States
since March 1997.
 
                                       34
<PAGE>   36
 
  Digene HBV Test
 
     Digene is developing its HBV HC II Test for improved detection, screening
and monitoring of patients with HBV infection. The test is expected to detect
viral levels across a broad range of HBV genomes. Preliminary studies indicate
that the Company's HBV DNA Test can detect approximately seven thousand to one
billion viral genome copies per milliliter. The Company believes the HBV HC II
Test will be effective for determining disease prognosis as well as optimizing
the efficacy of the antiviral therapy by monitoring viral load. In addition, the
HBV HC II Test is designed to replace antigen-based monitoring methods because
it is able to detect patients who have HBV infection but do not have HBV
antigens. The HBV HC I Test is currently marketed and distributed outside the
United States and the Company expects to launch its HBV HC II Test outside the
United States in 1998.
 
SALES AND MARKETING
 
     The Company's sales and marketing strategy is to achieve broad market
acceptance of its Hybrid Capture technology in the areas of women's health and
blood virus detection, screening and monitoring. The Company sells its products,
either directly or through distributors, to more than 500 customers worldwide.
 
  United States Market
 
     The Company currently markets its products in the United States to
substantially all major clinical reference and hospital laboratories through a
direct sales force supported by technical and customer service representatives.
The Company expects to increase its 10 person sales force to approximately 20
persons by 1999.
 
     The Company believes that adoption of its HPV tests by managed care
providers is essential for rapidly achieving broad based acceptance.
Accordingly, the Company is working with Kaiser Permanente on a study involving
46,000 women which the Company believes will demonstrate the clinical utility
and cost-effectiveness of the Company's HPV tests in a managed care setting.
Preliminary findings of the Kaiser Permanente study indicate that the Company's
HPV HC II Test based on its HC II technology identified 90% of women with
high-grade cervical disease from a population of patients with equivocal Pap
smears. The preliminary results further indicate that, for those healthcare
providers who would otherwise refer all patients with equivocal Pap smears for
colposcopy, use of the Company's HPV HC II Test could reduce the referral rate
for colposcopy of such patients by up to 61%. This reduction could eliminate
laboratory tests and doctors office procedures and significantly decrease costs
associated with cervical cancer screening. The Company intends to market this
data and its relationship with Kaiser Permanente to other managed care
providers.
 
     The Company intends to market its products through joint marketing programs
with clinical reference laboratories and through co-marketing arrangements with
other strategic partners. For example, the Company is currently marketing its
HPV Test together with Cytyc Corporation's ThinPrep Pap Test, a sample
preparation system which allows for the automated preparation of cervical cell
specimens. The collaboration with Cytyc is designed to provide physicians with a
cost-effective and practical procedure for better management of those patients
with equivocal Pap smears. The new single sample approach, approved by the FDA
in September 1997, enables the use of the Digene HPV Test with the Cytyc
ThinPrep Pap Test to eliminate the need for a return office visit to collect a
second sample for HPV DNA testing.
 
     Revenues from product sales in the United States were $2,689,000,
$2,948,000 and $3,882,000 in fiscal 1995, 1996 and 1997, respectively.
 
  International Markets
 
     In Europe, the Company's women's health products are marketed primarily
through a direct European sales force that Digene has established using the
sales and marketing infrastructure of Murex. Murex also serves as the European,
Middle Eastern and African distributor of the Company's blood virus products. In
Asia and South America, the Company's products are sold through a network of
distributors. In Brazil, the Company's
 
                                       35
<PAGE>   37
 
products are sold through the Company's majority owned subsidiary, Digene do
Brazil LTDA. See "-- Distribution Arrangements" for information regarding the
Company's relationship with Murex.
 
     The Company expects to tailor its marketing efforts and healthcare
educational campaigns to the circumstances of each country to encourage
physicians, local authorities and industry opinion leaders to accept the
Company's women's health and blood virus products. In particular, the Company is
working closely with EUROGIN (the European Research Organization on Genital
Infection and Neoplasia), the Imperial Cancer Research Foundation of the United
Kingdom and other leading research groups to accelerate the implementation of
HPV testing.
 
     Revenues from export sales were $3,295,000, $3,759,000 and $5,979,000 in
fiscal 1995, 1996 and 1997, respectively.
 
RESEARCH AND DEVELOPMENT
 
     The Company's principal research and development programs relate to further
improving the sensitivity, ease of interpretation and improved productivity of
its Hybrid Capture technology. In an effort to simplify and shorten test
processing, the Company has developed HC II, based on a 96-well microtiter plate
format, as a replacement for HC I, based on individual tubes. In addition, the
Company intends to develop a fully automated next generation Hybrid Capture III
delivery platform to incorporate direct DNA and RNA detection technologies. The
Company is also developing a proprietary target amplification system to couple
with the Hybrid Capture technology that may permit enhanced clinical sensitivity
for detecting particular viruses and bacteria.
 
     At June 30, 1997, the Company had 43 employees engaged in research and
development. Company-sponsored research and development expenditures in fiscal
1995, 1996 and 1997 were approximately $1,107,000, $2,048,000 and $3,719,000,
respectively. In addition to Company-sponsored research and development, the
Company performs research and development through contracts with third parties,
such as Murex.
 
MANUFACTURING
 
     Manufacturing of the Company's products involves the combination of more
than 200 biological reagents, inorganic and organic reagents and kit components
(such as vials and packaging material) into finished test kits. Biological
reagents include DNA and RNA probes, antibodies and detection reagents. These
reagents are manufactured in the Company's manufacturing facility in Beltsville,
Maryland. Kit components, inorganic and organic reagents and other reagents and
materials that are classified as low-complexity components are generally
purchased from outside vendors and processed into finished reagents and test
products. The Company has established a quality control program, including a set
of standard manufacturing and documentation procedures intended to ensure that,
where required, the Company's products are manufactured in accordance with
Quality Systems Regulations ("QSRegs"). In late 1997, the Company plans to
initiate either the lease and build-out of a new facility or the expansion of
its existing facilities for manufacturing purposes. See "Risk Factors -- Limited
Manufacturing Experience; Uncertainties Regarding Manufacturing and Operations
Scale-up" for a discussion of those risks involved in the integration of the
Company's operations into a new facility.
 
COMPETITION
 
     The medical diagnostics and biotechnology industries are subject to intense
competition. The Company's competitors in the United States and abroad for DNA
and RNA diagnostic probes include Roche Diagnostic Systems, Abbott Laboratories,
Chiron Corporation and Gen-Probe Incorporated. Other companies, including large
pharmaceutical and biotechnology companies, may enter the market for DNA and RNA
probe diagnostics. Additionally, for certain of the Company's tests, the Company
competes against existing screening, monitoring and diagnostic technologies,
including the Pap smear, tissue culture and antigen based diagnostic
methodologies.
 
                                       36
<PAGE>   38
 
     In May 1996, Oncor, Inc. announced that it received notification from the
FDA that its HPV test is approvable by the FDA, subject to certain conditions.
To date, the product has not been approved for clinical diagnostic use. Although
the Company believes the Digene HPV tests have commercial advantages over the
competing test, Oncor, Inc. and other competitors and potential competitors may
be able to develop technologies that are as effective as, or more effective or
easier to interpret than, those offered by the Company, which would render the
Company's products noncompetitive or obsolete. Moreover, many of the Company's
existing and potential competitors have substantially greater financial,
marketing, sales, distribution and technological resources than the Company.
Accordingly, there can be no assurance that the Company will be able to compete
effectively against such potential competitors. Such existing and potential
competitors may be in the process of seeking FDA or foreign regulatory approval
for their respective products or may also enjoy substantial advantages over the
Company in terms of research and development expertise, experience in conducting
clinical trials, experience in regulatory matters, manufacturing efficiency,
name recognition, sales and marketing expertise and distribution channels. In
addition, many of these companies may have established third-party reimbursement
for their products.
 
     In marketing its HPV tests for the follow-up screening of women with
equivocal Pap smears in the United States, the Company competes with
well-established follow-up procedures, such as Pap smear re-testing, colposcopy
and biopsy, which are widely accepted and have a long history of use.
Additionally, in the event the Company is able to obtain FDA and applicable
foreign approvals to market its HPV tests as primary cervical cancer screening
tests, it will compete against the Pap smear, which is widely accepted as an
inexpensive and, with regular use, adequate screening test for cervical cancer.
Additionally, technological advancements designed to improve quality control
over sample collection and preservation, and to reduce the Pap smear test's
susceptibility to human error, may serve to increase physician reliance on the
Pap smear and solidify its market acceptance. Further, if marketed as an adjunct
to the Pap smear test for primary screening in the United States, the Company's
HPV tests may be seen as adding unnecessary expense to the accepted cervical
cancer screening methodology. Consequently, there is no assurance that the
Company's HPV tests will be able to attain market acceptance as screening tests
on a timely basis, or at all.
 
     The Company faces competition from a variety of technologies in the blood
virus area. There are several advanced technologies commercially available for
the detection and viral load measurement of HIV and HBV. Additionally, there are
several emerging DNA probe amplification technologies to detect CMV being
developed by competitors. There can be no assurance that the Company's tests for
CMV, HIV or HBV will be able to gain market acceptance on a timely basis, or at
all. There can be no assurance that the Company will be able to compete
successfully against existing or future competitors or that competition will not
have a material adverse effect on the Company's business, financial condition
and results of operations.
 
     The Company believes the primary competitive factors in the market for DNA
and RNA probe diagnostics are clinical performance and reliability, ease-of-use,
cost, proprietary position, regulatory approvals and availability of
reimbursement.
 
GOVERNMENT REGULATION
 
     The medical devices to be marketed and manufactured by the Company are
subject to extensive regulation by the FDA, and, in some instances, by foreign
governments. Pursuant to Federal Food, Drug and Cosmetic Act, as amended, and
the regulations promulgated thereunder (the "FDC Act"), the FDA regulates the
clinical testing, manufacture, labeling, distribution and promotion of medical
devices. Noncompliance with applicable requirements can result in, among other
things, fines, injunctions, civil penalties, recalls or seizures of products,
total or partial suspension of production, failure of the government to grant
premarket clearance or premarket approval for devices, withdrawal of marketing
approvals and criminal prosecution. The FDA also has the authority to request
repair, replacement or refund of the cost of any device manufactured or
distributed by the Company.
 
     In the United States, medical devices and diagnostics are classified into
one of three classes (class I, II or III) on the basis of the controls deemed
necessary by the FDA to reasonably assure their safety and effectiveness. Under
FDA regulations, class I devices are subject to general controls (for example,
labeling,
 
                                       37
<PAGE>   39
 
premarket notification and adherence to QSRegs), and class II devices are
subject to general and special controls (for example, performance standards,
postmarket surveillance, patient registries and FDA guidelines). Generally,
class III devices are those which must receive a PMA by the FDA to ensure their
safety and effectiveness (for example, life-sustaining, life-supporting and
implantable devices, or new devices which have not been found substantially
equivalent to legally marketed devices).
 
     Before a new device can be introduced into the market, the manufacturer
generally must obtain marketing clearance through the filing of either a 510(k)
notification or a PMA application. A 510(k) clearance will be granted if the
submitted information establishes that the proposed device is "substantially
equivalent" to a legally marketed class I or II medical device or to a class III
medical device for which the FDA has not called for a PMA. It generally takes
from four to twelve months from submission to obtain a 510(k) clearance, but it
may take longer. The FDA may determine that a proposed device is not
substantially equivalent to a legally marketed device or that additional
information or data is needed before a substantial equivalence determination can
be made, either of which could delay market introduction of a new product. A
request for additional data may require that clinical studies of the device's
safety and efficacy be performed. Additionally, modifications or enhancements
that could significantly affect the safety or efficacy of the device or that
constitute a major change to the intended use of the device will require new
510(k) submissions.
 
     A PMA application must be filed if a proposed device is not substantially
equivalent to a legally marketed class I or class II device or if it is a class
III device for which the FDA has called for a PMA. A PMA application must be
supported by valid scientific evidence, including preclinical and clinical trial
data, to demonstrate the safety and effectiveness of the device. The PMA
application must also contain the results of all relevant bench tests,
laboratory and animal studies, a complete description of the device and its
components, a detailed description of the methods, facilities and controls used
to manufacture the device in addition to device labeling and advertising
literature.
 
     If a PMA application is accepted for filing, the FDA begins an in-depth
review of the submission. FDA review of a PMA application generally takes one to
two years from the date the PMA application is accepted for filing, but may take
significantly longer. The PMA review process includes an inspection of the
manufacturer's facilities to ensure that the facilities are in compliance with
the applicable QSRegs requirements. In addition, an advisory committee made up
of clinicians and/or other appropriate experts is typically convened to evaluate
the application and make recommendations to the FDA as to whether the device
should be approved. The PMA process can be expensive, uncertain and lengthy, and
a number of devices for which FDA approval has been sought by other companies
have never been approved for marketing.
 
     Modifications to a device that is the subject of an approved PMA, its
labeling or manufacturing process may require approval by the FDA of PMA
supplements or new PMAs. Supplements to a PMA often require the submission of
the same type of information required for an initial PMA to support the proposed
change.
 
     Although clinical investigations of most devices are subject to the
investigational device exemption ("IDE") requirements, clinical investigations
of in vitro diagnostic ("IVDs") tests are exempt from the IDE requirements,
including FDA approval of investigations, provided the testing meets certain
exemption criteria. IVD manufacturers must also establish distribution controls
to assure that IVDs distributed for the purpose of conducting clinical
investigations are used only for that purpose. Pursuant to current FDA policy,
manufacturers of IVDs labeled for investigational use only ("IUO") or research
use only ("RUO") are encouraged by the FDA to establish a certification program
under which investigational IVDs are distributed to or utilized only by
individuals, laboratories, or health care facilities that have provided the
manufacturer with a written certification of compliance indicating that the IUO
or RUO product will be restricted in use and will, among other things, meet
institutional review board and informed consent requirements.
 
     Exports of products subject to 510(k) notification requirements, but not
yet cleared to market, are permitted without FDA export approval, provided that
certain requirements are met. Unapproved products subject to PMA requirements
can be exported to any country without prior FDA approval provided, among other
things, they are not contrary to the laws of the country to which they are
intended for import, they are manufactured in substantial compliance with the
QSRegs and have been granted valid marketing authorization by any member country
of the European Union, Australia, Canada, Israel, Japan, New Zealand,
 
                                       38
<PAGE>   40
 
Switzerland or South Africa. The Company must also provide FDA with simple
notification indicating the products to be exported and the countries to which
they will be exported. Failure on the part of the Company to obtain valid
marketing authorization from one of the listed countries, when needed, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
 
     FDA approval must be obtained for exports of products subject to the PMA
requirements if these export conditions are not met. To obtain export approval,
when required, certain requirements must be met and information must be provided
to the FDA, including, with some exceptions, documentation demonstrating that
the product is approved for import into the country to which it is to be
exported and, in some cases, safety data for the device. There can be no
assurance that the FDA will grant export approval, when necessary, or that
countries to which the device is to be exported will approve the device for
import. Failure on the part of the Company to obtain FDA export authorization,
when necessary, could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
     In April 1995 the Company obtained a PMA for its HPV test to detect the
presence of HPV in women with equivocal Pap smears. In August 1997, the Company
obtained FDA approval of a PMA supplement for use of the HPV Test using the
Cytyc Corporation sample collection system. The Company intends to submit a PMA
supplement to obtain market approval for use of its HPV Test as a primary
cervical cancer screening test either in conjunction with or separate from Pap
smear testing. The Company anticipates that a substantial amount of clinical
data will be required to support the PMA supplement. There can be no assurance
that the data the Company submits will be adequate to support the use of the HPV
Test as a primary cervical cancer screening test. Moreover, there can be no
assurance that the FDA will grant approval of a PMA supplement for use of the
HPV Test as a primary cervical cancer screening test in a timely manner, if at
all, or that the FDA will not require the submission of additional information,
data or a PMA application. Failure to obtain FDA approval for the HPV Test as a
primary cervical cancer screening test could have a material adverse effect on
the Company's business, financial condition and results of operations.
 
     The Company submitted a 510(k) notification for its CMV Test in December
1996. After changing certain reagents used in the test and following discussions
with the FDA, the Company decided to withdraw the original 510(k) notification
and a second 510(k) notification was submitted in March 1997. Upon review of the
second 510(k) notification, the FDA determined that additional data would be
needed and the submission was withdrawn on the basis that it would take the
Company more than thirty days to collect the necessary data. The Company expects
to submit another 510(k) notification for the CMV Test in late 1997 after
collecting the necessary data. The FDA will likely subject the CMV submission to
a "Tier 3" level of review which includes close scrutiny of the clinical data
that support the submission. The Company also understands that the FDA may seek
an advisory committee review and recommendation concerning the safety and
efficacy of the product. There can be no assurance that when the Company submits
a third 510(k) notification for the CMV Test, the FDA will grant clearance in a
timely manner, if at all, or that the FDA will not require the submission of
additional clinical data or find the product not substantially equivalent and
require the submission of a PMA application.
 
     The Company also is developing tests for HIV and HBV which are Class III
devices that will necessitate the collection of extensive clinical data and the
eventual submission and approval of a PMA application. There can be no assurance
that the Company will be able to collect adequate data to support a PMA
application for either the HIV or HBV Tests or that when a PMA application is
submitted, FDA approval would be granted in a timely manner, if at all.
 
     The Company also is developing tests for chlamydia and gonorrhea. The
Company believes marketing authorization for its Chlamydia and Gonorrhea Tests
in the United States can be obtained through the 510(k) notification process.
The Company anticipates that FDA may subject the 510(k) notifications to a "Tier
3" level of review which includes close scrutiny of the clinical data that
support the submissions. The Company also understands that the FDA may seek an
advisory committee review and recommendation concerning the safety and efficacy
of the Chlamydia and Gonorrhea Tests. There can be no assurance that once a
510(k) notification is submitted for the Chlamydia and Gonorrhea Tests the FDA
will grant clearance in a
 
                                       39
<PAGE>   41
 
timely manner, if at all, or that the FDA will not find the product not
substantially equivalent and require the submission of a PMA application.
 
     The Company intends to export the HPV Test as a primary cervical cancer
screening test prior to obtaining FDA approval for this use in the United
States. The Company also intends to export the HIV Test for clinical use abroad
prior to pursuing FDA approval in the United States. Exports of the HPV Test as
a primary cervical cancer screening test and exports of the HIV Test can be
undertaken without prior FDA approval provided, among other things, these tests
are not contrary to the laws of the country to which they are intended for
import, they are manufactured in substantial conformance with the QSRegs and the
Company has valid marketing authorization by any member country of the European
Union, Australia, Canada, Israel, Japan, New Zealand, Switzerland or South
Africa. FDA approval must be obtained for exports of products subject to the PMA
requirements if these export conditions are not met. There can be no assurance
that the Company will be able to obtain valid marketing authorization for either
test from one of the listed countries. Failure of the Company to obtain valid
marketing authorization from one of the listed countries or otherwise obtain
appropriate FDA export approval, if necessary, could have a material adverse
effect on the Company's business, financial condition and results of operations.
 
     The Company has developed viral and bacterial tests that it distributes in
the United States on a RUO basis. Failure of the Company or recipients of the
Company's RUO devices to comply with the regulatory limitations on the
distribution and use of RUO devices could result in enforcement action by the
FDA that would adversely affect the Company's ability to distribute the tests
prior to obtaining FDA clearance or approval for them.
 
     Any products manufactured or distributed by the Company pursuant to FDA
clearances or approvals are subject to pervasive and continuing regulation by
the FDA, including recordkeeping requirements and reporting of adverse
experiences with the use of the device. Device manufacturers are required to
register their establishments and list their devices with the FDA and are
subject to periodic inspections by the FDA and certain state agencies. The FDC
Act requires devices to be manufactured in accordance with QSRegs, which impose
certain procedural and documentation requirements upon the Company with respect
to manufacturing and quality assurance activities.
 
     The FDA actively enforces regulations prohibiting the promotion of devices
for unapproved uses and the promotion of devices for which premarket clearance
or approval has not been obtained. Failure to comply with these requirements can
result in regulatory enforcement action by the FDA and possible limitations on
the promotion of the Company's products.
 
     The Company and its products are subject to a variety of state laws and
regulations in those states and localities where its products are or will be
marketed. Any applicable state or local regulations may hinder the Company's
ability to market its products in those states or localities. Manufacturers are
also subject to numerous federal, state and local laws relating to such matters
as safe working conditions, manufacturing practices, environmental protection,
fire hazard control and disposal of hazardous or potentially hazardous
substances. There can be no assurance that the Company will not be required to
incur significant costs to comply with such laws and regulations now or in the
future or that such laws or regulations will not have a material adverse effect
upon the Company.
 
   
     International sales are subject to foreign government regulation, the
requirements of which vary substantially from country to country. The time
required to obtain foreign approval may be longer or shorter than that required
for FDA approval and the requirements may substantially differ. For the
Company's products sold through distributors, such distributors are responsible
for obtaining regulatory approvals in their respective territories. The
regulatory schemes in many countries are complex and undergoing change, and are
subject to misinterpretation by the Company or its distributors. Within the next
year the Company must obtain the CE Marking prior to engaging in sales within
the EU of its products. During this process the manufacturer must demonstrate
compliance with product safety requirements as well as quality system
requirements which may be based on ISO and European standards. Failure on the
part of the Company and its distributors to obtain necessary foreign approvals
could have a material adverse effect on the Company's business, financial
condition and results of operations.
    
 
                                       40
<PAGE>   42
 
     The introduction of the Company's developmental stage test products in
foreign markets will also subject the Company to foreign regulatory clearances,
which may impose additional substantial costs and burdens. International sales
of medical devices are subject to the regulatory requirements of each country.
The regulatory review process varies from country to country and many countries
also impose product standards, packaging requirements, labeling requirements and
import restrictions on devices. In addition, each country has its own tariff
regulations, duties and tax requirements.
 
     The approval by the FDA and foreign government authorities is unpredictable
and uncertain, and no assurance can be given that the necessary approvals or
clearances will be granted on a timely basis or at all. Delays in receipt of, or
a failure to receive, such approvals or clearances could have a material adverse
effect on the business, financial condition and results of operations of the
Company.
 
     Changes in existing requirements or adoption of new requirements or
policies could adversely affect the ability of the Company to comply with
regulatory requirements. Failure to comply with regulatory requirements could
have a material adverse effect on the Company's business, financial condition
and results of operations. There can be no assurance that the Company will not
be required to incur significant costs to comply with laws and regulations in
the future or that laws or regulations will not have a material adverse effect
upon the Company's business, financial condition and results of operations.
 
     The FDC Act requires devices to be manufactured in accordance with QSRegs
which impose certain procedural and documentation requirements upon the Company
with respect to manufacturing and quality assurance activities. Noncompliance
with QSRegs can result in, among other things, fines, injunctions, civil
penalties, recalls or seizures of products, total or partial suspension of
production, failure of the government to grant premarket clearance or premarket
approval for devices, withdrawal of marketing approvals, and criminal
prosecutions. The FDA also has proposed changes to the QSRegs which, if
finalized, would likely increase the cost of compliance with the requirements.
Any failure by the Company to comply with QSRegs could have a material adverse
effect on the Company's business, financial condition and results of operations.
 
LICENSES, PATENTS AND PROPRIETARY INFORMATION
 
     The Company's success will depend in part on its ability, and the ability
of its collaborators or licensors, to obtain and maintain patent protection for
its products and technologies under United States and foreign patent laws, to
preserve its trade secrets, and to operate without infringing the proprietary
rights of third parties. Because of the substantial length of time and expense
associated with bringing new products through development to the marketplace,
the medical diagnostics and biotechnology industries place considerable
importance on obtaining and maintaining patent and trade secret protection for
new technologies, products and processes. Despite these precautions, it may be
possible for unauthorized third parties to utilize the Company's technology or
to obtain and use information that the Company regards as proprietary. The laws
of some countries do not protect the Company's proprietary rights in its
technologies, products and processes to the same extent as do the laws of the
United States.
 
     The Company holds four issued U.S. patents relating to HPV types 35, 43, 44
and 56. These patents expire in 2007. Corresponding patents have issued in
Canada and several European countries and a corresponding application is pending
in Japan. The patents relating to HPV types 35, 43 and 56 have been licensed to
Institut Pasteur (see Cross License discussion below). In addition, the Company
is the exclusive, worldwide licensee of (i) an issued U.S. patent and certain
corresponding foreign patents and patent applications relating to HPV type 52
and an issued U.S. patent and certain corresponding foreign patents relating to
the use of the L1 gene sequence to detect specific HPV types (see Georgetown
License discussion below) as well as (ii) certain trade secrets relating to HPV
type 58 (see Kanebo License discussion below).
 
     Through a cross license with Institut Pasteur (the "Cross License"), the
Company has obtained a worldwide license to U.S. patents and patent applications
and corresponding foreign patents and patent applications relating to HPV types
33, 39 and 42. In return, the Company has granted to Institut Pasteur a
worldwide license to its three U.S. patents and corresponding foreign patents
and applications relating to HPV types 35, 43 and 56. The Company has granted
Institut Pasteur the right to extend the scope of the Cross License to include
the U.S. patent and corresponding patent applications relating to HPV type 44 at
such time
 
                                       41
<PAGE>   43
 
as Institut Pasteur shall have discovered and developed an additional HPV type
which is equivalent in value to HPV type 44. In return for such an extension,
the Company will receive a license to the new HPV type discovered and developed
by Institut Pasteur. The Cross License is co-exclusive, except that Institut
Pasteur has sublicensed its rights to Beckman Instruments, Diagnostic Pasteur,
and their affiliates, and the Company has sublicensed its rights on a
non-exclusive basis to Toray Fuji Bionics, and its affiliates, for use outside
North America and certain countries in Western Europe. See
"Business -- Competition." There can be no assurance that a sublicensee will not
use its rights under the Cross License to develop additional products or
services that compete with the Company's products. The Company believes that the
Cross License terminates on the last to expire of the underlying patent rights.
Any prior termination of the Cross License could have a material adverse effect
on the Company's business, financial condition and results of operations.
 
     Through a license with Georgetown University (the "Georgetown License"),
the Company has obtained exclusive, worldwide rights to an issued U.S. patent
and corresponding foreign patents and patent applications relating to HPV type
52 and to a U.S. patent and corresponding foreign patents relating to the use of
the L1 gene sequence to detect specific HPV types. Unless terminated earlier,
the Georgetown License will terminate upon the last to expire of the licensed
patent rights. All of the issued foreign patents relating to HPV type 52 and the
L1 related patent will expire in 2008. The Company is obligated to make certain
royalty payments to Georgetown University based on the percentage of net sales
of products incorporating the licensed technologies.
 
     Through a license with Kanebo, Ltd. (the "Kanebo License"), the Company has
obtained exclusive, worldwide rights (except for Japan where Kanebo, Ltd.
retained the right to grant a non-exclusive sublicense to Toray Industries,
Inc.) to a HPV type 58 probe and a related Japanese patent application. Unless
terminated earlier, the Kanebo License expires on the later to occur of January
1, 2010 or the expiration of any patent relating to HPV type 58. The Company is
obligated to make certain royalty payments to Kanebo, Ltd. based on a percentage
of net sales of products incorporating or using HPV type 58. The Company will be
required to obtain FDA approval in order to utilize HPV type 58 as part of its
HPV test, and there can be no assurance that the Company will be successful in
obtaining the required FDA approval. See "Risk Factors -- Government Regulation"
and "Business -- Government Regulation."
 
     The Company has pending U.S. patent applications relating to certain
aspects of its Hybrid Capture technology and to its continuous amplification
reaction ("CAR") amplification method. The inventions claimed by these
applications may be used in the Company's DNA probes and any patents that issue
from such applications may provide some ancillary protection for certain aspects
of the Company's products. Under current law, patent applications in the United
States are maintained in secrecy until patents are issued and patent
applications in foreign countries are maintained in secrecy for a period of time
after filing. There can be no assurance that a U.S. patent or any foreign
patents relating to the Company's Hybrid Capture technology will be issued to
the Company on a timely basis, or at all.
 
     The Company has received inquiries regarding possible patent infringements
relating to, among other things, certain aspects of its Hybrid Capture
technology. The Company believes that the patents of others to which these
inquiries relate are either not infringed by the Company's Hybrid Capture
technology or are invalid. The Company currently is in discussions with a third
party regarding a license to a pending United States patent application which
might cover one of the HPV types utilized by its Hybrid Capture II technology.
If such a license is necessary, the failure of the Company to successfully
negotiate such a license may require the Company to redesign its Hybrid Capture
II technology to exclude such HPV type. Such exclusion would result in delays in
the approval of Hybrid Capture II for marketing and could have a material
adverse effect on the Company's business, financial condition and results of
operations. However, there can be no assurance that the Company will not be
subject to further claims that its technology, including its Hybrid Capture
technology, or its products infringe the patents or proprietary rights of third
parties. The defense of any such claims, if made, could be time consuming and
expensive, even if the outcome is favorable. An adverse outcome could subject
the Company to significant liabilities to third parties, require the Company to
obtain licenses from third parties, or require the Company to cease sales of
related products. No assurance can be given that any licenses required under any
such third party patents or proprietary rights would be made available on
commercially reasonable terms, if at all.
 
                                       42
<PAGE>   44
 
     No assurance can be given that the United States Patent and Trademark
Office or any foreign patent office will grant patent protection for the subject
matter of any pending patent applications, or that present or future patents
will provide commercially significant protection to the Company's present or
future technologies, products, or processes. Furthermore, no assurance can be
given that others will not independently develop substantially equivalent
proprietary information not covered by patents to which the Company owns rights
or obtain access to the Company's know-how or that others will not be issued
patents that may prevent the sale of one or more of the Company's products, or
require licensing and the payment of significant fees or royalties by the
Company to third parties in order to enable the Company to conduct its business.
There can be no assurance that such licenses would be available or, if
available, would be on terms acceptable to the Company or that the Company would
be successful in any attempt to redesign its products or processes to avoid
infringement. The Company's failure to obtain these licenses or to redesign its
products or processes would have a material adverse effect on the Company's
business, financial condition and results of operations. Legal standards
relating to the scope of claims and the validity of patents in the biotechnology
field are still evolving, and no assurance can be given as to the degree of
protection any patents issued to or licensed by the Company will not be
infringed by the products of others. Defense and prosecution of patent claims
can be expensive and time consuming, regardless of whether the outcome is
favorable to the Company, and can result in the diversion of substantial
resources from the Company's other activities. An adverse outcome could subject
the Company to significant liabilities to third parties, require the Company to
obtain licenses from third parties, or require the Company to cease any related
research and development activities or product sales. In addition, the laws of
certain countries may not protect the Company's intellectual property.
 
     The Company's success is also dependent upon the skill, knowledge, and
experience of its scientific and technical personnel. To help protect its
rights, the Company requires all employees, consultants, advisors, and
collaborators to enter into confidentiality agreements that prohibit the
disclosure of confidential information to anyone outside the Company and require
disclosure and, in most cases, assignment to the Company of their ideas,
developments, discoveries, and inventions. There can be no assurance, however,
that these agreements will provide adequate protection for the Company's trade
secrets, know-how, or other proprietary information in the event of any
unauthorized use or disclosure. See "Risk Factors -- Uncertainty Regarding
Patents and Proprietary Rights."
 
DISTRIBUTION ARRANGEMENTS
 
   
     In August 1997, the Company and Murex entered into a distribution agreement
(the "1997 Distribution Agreement") granting Murex the exclusive right to
distribute the Company's HIV, CMV and HBV HC II Tests in most of Europe, Eastern
Europe, Africa, the Middle East and Singapore. Pursuant to the 1997 Distribution
Agreement, Murex has agreed to use its reasonable efforts to distribute and
support the products, to maintain a qualified sales force, to provide technical
support for the products, to comply with the Company's packaging and delivery
requirements, and to assist the Company in protecting its proprietary rights in
the products. The Company is required to use reasonable efforts to deliver
products ordered by Murex, to provide current promotional materials and to
assist Murex in making sales presentations. The 1997 Distribution Agreement has
an initial term of four years and seven months, subject to automatic renewal for
successive one-year terms. Two years after the effective date of the 1997
Distribution Agreement, however, the Company will have the right to terminate
the 1997 Distribution Agreement with respect to particular countries, subject to
Murex's right to continue to distribute such products within any such country on
a co-exclusive basis during a "wind-down" period of six months.
    
 
   
     In February 1997, the Company entered into two agreements (the "Agency
Agreement" and the "Customer Transfer Agreement," collectively the "1997
Agreements") with Murex to create a Digene-direct European sales operation for
the Company's women's health business. Under the 1997 Agreements, the Company
has begun marketing its HPV tests directly in Europe using Murex's distribution
infrastructure. The 1997 Agreements provide for a transition period during which
the administrative infrastructure will be agreed to and established. During this
transition period, the Company is recording its transactions consistent with a
prior distribution agreement with Murex. Prior to February 1, 1997, Murex had
been acting as the exclusive distributor in certain designated non-U.S.
territories for the Company's HPV Test and other of the Company's
    
 
                                       43
<PAGE>   45
 
products. Under the 1997 Agreements, Murex will act as the exclusive agent for
the Company in designated European and Eastern European countries for a period
of five years during which Murex will receive selling service fees and a
percentage of the Company's HPV revenues in the designated territory. No other
Digene products (except the Company's HPV products) exclusively distributed by
Murex in Europe and Eastern Europe will be affected by the 1997 Agreements.
 
THIRD-PARTY REIMBURSEMENT
 
     Hospitals, physicians and other health care providers rely on third-party
payors, such as government entities, managed care organizations and private
insurance plans, to reimburse the costs and fees associated with the use of
women's health and blood virus tests. Successful sales of the Company's products
in the United States and other markets will depend, in part, on the availability
of adequate reimbursement from third-party payors such as government entities,
managed care organizations and private insurance plans. There is significant
uncertainty concerning third-party reimbursement for the use of any medical test
incorporating new technology. Reimbursement by a third-party payor may depend on
a number of factors, including the payor's determination that the use of the
Company's products is clinically useful and cost-effective, not experimental or
investigational, and medically necessary and appropriate for the specific
patient. Since reimbursement approval is required from each payor individually,
seeking such approvals is a time consuming and costly process which requires the
Company to provide scientific and clinical support for the use of each of the
Company's products to each payor separately. According to a third party report
commissioned by the Company, numerous providers have indicated they reimburse
for the Company's HPV HC I Test, including Aetna Life Insurance Company, United
Healthcare Corporation, CIGNA Corp. and Travelers Group. The report also
indicates that CPT codes, which are used in the submission of claims to insurers
for reimbursement for medical services, specific for HPV testing have been
proposed by the American Medical Association ("AMA") for its 1998 CPT manual.
The AMA assigns, maintains and revises CPT codes. There can be no assurance that
third-party reimbursement will be consistently available for the Company's
products, that such third-party reimbursement will be adequate or that CPT codes
for HPV testing will be adopted. Federal and state governmental agencies are
increasingly considering limiting health care expenditures. For example, the
United States Congress is currently considering various proposals to
significantly reduce Medicaid and Medicare expenditures. Such proposals, if
enacted, could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
     Outside the United States, the Company relies on a network of distributors
to establish reimbursement from third-party payors for certain of the Company's
products in their respective territories. The Company or its distributors have
established reimbursement for the HPV HC I Test in Germany, the Czech Republic
and Brazil. Accordingly, the establishment of reimbursement for certain of the
Company's products from third-party payors in such countries is outside the
Company's control. Health care reimbursement systems vary from country to
country and, accordingly, there can be no assurance that third-party
reimbursement will be made available for the Company's products under any other
reimbursement system.
 
     Third-party payors are increasingly limiting reimbursement coverage for
medical diagnostic products and in many instances are exerting significant
pressure on medical suppliers to lower their prices. Lack of or inadequate
reimbursement by governmental and other third-party payors for the Company's
products could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
PRODUCT LIABILITY
 
     The Company's business is subject to product liability risks inherent in
the testing, manufacturing and marketing of the Company's products. There can be
no assurance that product liability claims will not be asserted against the
Company, its collaborators or licensees. The Company currently maintains product
liability insurance coverage of $5,000,000 per occurrence and in the aggregate.
There can be no assurance, however, that this coverage will be adequate to
protect the Company against future product liability claims or that product
liability insurance will be available to the Company in the future on
commercially reasonable terms, if at all. Furthermore, there can be no assurance
that the Company will be able to avoid significant product liability claims and
the attendant adverse publicity. Consequently, a product liability claim or
other
 
                                       44
<PAGE>   46
 
claim with respect to uninsured or underinsured liabilities could have a
material adverse effect on the Company's business, financial condition and
results of operations.
 
LEGAL PROCEEDINGS
 
     The Company is not a party to any material legal proceedings and is not
aware of any threatened litigation that could have a material adverse effect on
the Company's business, financial condition and results of operations.
 
EMPLOYEES
 
     At August 29, 1997, the Company employed 120 persons, including 44 in
research and development, 41 in manufacturing, including quality assurance, 24
in sales and marketing and 11 in accounting, finance and administration. The
Company is not subject to any collective bargaining agreements and believes that
its relationship with its employees is good.
 
FACILITIES
 
     The Company's executive office and manufacturing facility is located in
Beltsville, Maryland. The lease on this 28,280-square-foot facility expires on
July 31, 1998, and can be renewed by the Company for an additional five-year
period. In addition, the Company has a 9,286-square-foot research and
development facility in Silver Spring, Maryland. The lease on this facility will
terminate on December 31, 1998, subject to renewal at the Company's option. Due
to the Company's recent and expected future growth, in late 1997 the Company
plans to initiate either the lease and build-out of a new facility or the
expansion of its existing Beltsville, Maryland facility. See "Risk
Factors -- Limited Manufacturing Experience; Uncertainties Regarding
Manufacturing and Operations Scale-up."
 
                                       45
<PAGE>   47
 
                                   MANAGEMENT
 
DIRECTORS, EXECUTIVE OFFICERS AND SENIOR MANAGEMENT
 
     The following table sets forth certain information with respect to each of
the directors and executive officers of the Company.
 
   
<TABLE>
<CAPTION>
                NAME                    AGE                  POSITIONS WITH THE COMPANY
- -------------------------------------   ---    -------------------------------------------------------
<S>                                     <C>    <C>
Evan Jones...........................   40     President, Chief Executive Officer and Chairman of the
                                               Board of Directors
Charles M. Fleischman................   39     Executive Vice President, Chief Operating Officer,
                                               Chief Financial Officer and Director
Attila D. Lorincz, Ph.D. ............   42     Vice President, Research and Development, and
                                               Scientific Director
Steven A. Owings.....................   45     Vice President, Sales and Marketing
Deborah J. Oronzio...................   45     Vice President, Marketing
William J. Payne, Jr., Ph.D. ........   47     Vice President, Development
Donna Marie Seyfried.................   39     Vice President, Business Development
Joseph P. Slattery...................   32     Controller
John J. Whitehead(1)(2)..............   52     Director
Joseph M. Migliara(2)................   53     Director
Wayne T. Hockmeyer, Ph.D.(1)(2)......   52     Director
John H. Landon.......................   57     Director
</TABLE>
    
 
- ---------------
(1) Member of Compensation Committee
 
(2) Member of Audit Committee
 
     Mr. Jones has served as President and Chief Executive Officer and a
director since Armonk Partners acquired a controlling interest in the Company in
July 1990, and Chairman of the Board since September 1995. Mr. Jones received a
B.A. in Biochemistry from the University of Colorado and an M.B.A. from The
Wharton School at the University of Pennsylvania. Mr. Jones is a step-brother of
Mr. Whitehead.
 
     Mr. Fleischman has served as Executive Vice President and a director since
Armonk Partners acquired a controlling interest in the Company in July 1990,
Chief Operating Officer since September 1995 and Chief Financial Officer since
March 1996. Mr. Fleischman received an A.B. in History from Harvard University
and an M.B.A. from The Wharton School at the University of Pennsylvania.
 
     Dr. Lorincz has served as Vice President, Research and Development, and
Scientific Director since the Company's acquisition of the molecular diagnostics
division of Life Technologies, Inc. in December 1990. His research career
includes postdoctoral fellowships at the University of California. Dr. Lorincz
received his Ph.D. in Genetics from Trinity College, Dublin, Ireland. Dr.
Lorincz also serves on a number of advisory committees and is an Adjunct
Associate Professor in the Georgetown University Medical School Department of
Pathology.
 
     Mr. Owings has served as Vice President, Sales and Marketing since January
1997. From August 1992 until January 1997 he served as Director, PCR Business
Unit USA, of Roche Diagnostic Systems, Inc. Mr. Owings received a B.S. in
Microbiology from Northern Arizona University.
 
     Ms. Oronzio has served as Vice President, Marketing since March 1996 and
served as Director of Sales and Marketing from August 1991 to March 1996. Ms.
Oronzio is a registered medical technologist and has received a B.S. in Medical
Technology from Neumann College and an M.A.S. in Management from The Johns
Hopkins University.
 
     Dr. Payne has served as Vice President, Development since July 1997. From
August 1995 to July 1997, he was Vice President, Research and Development in the
IVD Medical Diagnostic division of Sigma Diagnostics. From July 1993 to July
1995, Dr. Payne served as Director of Research and Development in the IVD
Diagnostic Medical division of Sanofi Diagnostic Pasteur. From August 1990 to
July 1993, he was the
 
                                       46
<PAGE>   48
 
Manager, Research and Development, for Sanofi Diagnostic Pasteur. Dr. Payne
received a B.S. in Microbiology from University of Georgia and a M.S. and a
Ph.D. in Microbiology from Virginia Commonwealth University.
 
   
     Ms. Seyfried has served as Vice President, Business Development since
October 1996. From October 1985 to September 1996 Ms. Seyfried held several
positions with Perkin-Elmer Corp., serving most recently as Senior Director,
Business Development from March 1993 to September 1996 and Director, PCR
Instrumentation Business Unit from 1990 to March 1993. Ms. Seyfried received a
B.S. in Biology from Lehigh University.
    
 
     Mr. Slattery has served as Controller since February 1996. From March 1995
to February 1996, Mr. Slattery was Director, Business Management, for I-NET,
Inc., a computer services company. From April 1994 to March 1995, he was the
Managing Principal of Payne, Slattery and Company, a management consulting firm.
From October 1992 to April 1994, Mr. Slattery was Treasurer and Vice President,
Finance and Accounting, for Telos Corporation, a computer hardware and services
company. From August 1992 to October 1992, Mr. Slattery was self employed as a
management consultant. Mr. Slattery received a B.S. in Accounting from Bentley
College and is a certified public accountant.
 
     Mr. Whitehead has served as a director of the Company since February 1992.
Since 1993, Mr. Whitehead has been a partner of Whitehead Partners, a private
investment company. From 1986 to 1993, Mr. Whitehead was the Chief Executive
Officer of TDS Healthcare Systems Corporation, a hospital information systems
company. Mr. Whitehead received a B.S. in Biology and Chemistry from Williams
College and did graduate work in biochemistry at Case Western Reserve University
School of Medicine. He is a director emeritus of i-STAT Corporation, a medical
device company, and a director of the Whitehead Institute for Biomedical
Research at the Massachusetts Institute of Technology. Mr. Whitehead is a
step-brother of Mr. Jones.
 
     Mr. Migliara has served as a director of the Company since October 1992.
Since 1980, he has been President of Migliara/Kaplan Associates, a marketing
research firm that conducts primary research in the biomedical, diagnostics and
pharmaceutical markets. He is a past president of the Biomedical Marketing
Association. Mr. Migliara received a B.S. in Economics from The Wharton School
at the University of Pennsylvania and an M.B.A. from Fairleigh Dickinson
University.
 
     Dr. Hockmeyer has served as a director of the Company since October 1996.
Dr Hockmeyer is the founder of MedImmune, Inc., a company that manufactures
vaccines, and has served as President, Chief Executive Officer and a director of
MedImmune, Inc. since 1988, and Chairman since May 1993. Dr. Hockmeyer serves on
the advisory board of the University of Maryland Biotechnology Institute and is
a member of the High Technology Council of Maryland. Dr. Hockmeyer received a
B.S. in Biology from Purdue University and a Ph.D. in Immunology/Parisitology
from the University of Florida.
 
     Mr. Landon has served as a director of the Company since April 1997. Since
October 1996, Mr. Landon has been retired. From March 1992 to September 1996,
Mr. Landon was Vice President and General Manager, Medical Products with the
DuPont Company. Prior to 1992 he held various general management and marketing
positions in DuPont's Diagnostics, Biotechnology and Diagnostic Imaging
businesses. Mr. Landon currently serves as a director of Christiana Care
Corporation, a diversified healthcare delivery company, and Christiana Care
Physicians Organization, an independent physicians organization. Mr. Landon
received a B.S. in Chemical Engineering from the University of Arizona.
 
                                       47
<PAGE>   49
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of September 11, 1997, and is adjusted to
reflect the sale of the Common Stock offered hereby by: (i) each person known by
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each director of the Company, (iii) each of the five most highly compensated
executive officers of the Company for the fiscal year ended June 30, 1997, (iv)
the Selling Stockholder and (v) all executive officers and directors of the
Company as a group.
 
<TABLE>
<CAPTION>
                                              SHARES BENEFICIALLY                     SHARES BENEFICIALLY
                                                 OWNED PRIOR TO                         OWNED AFTER THE
                                                THE OFFERING(1)        NUMBER OF            OFFERING
                                              --------------------    SHARES BEING    --------------------
         NAME OF BENEFICIAL OWNER              NUMBER      PERCENT      OFFERED        NUMBER      PERCENT
- -------------------------------------------   ---------    -------    ------------    ---------    -------
<S>                                           <C>          <C>        <C>             <C>          <C>
Armonk Partners (2)........................   4,987,115      43.0%         500,000    4,487,115      33.0%
Murex Diagnostics Corporation (3)..........     714,002       6.2               --      714,002       5.3
Charles M. Fleischman (4)..................   5,325,996      44.7               --    4,825,996      34.7
Wayne T. Hockmeyer, Ph.D. (5)..............      18,332         *               --       18,332         *
Evan Jones (6).............................   5,332,581      44.8               --    4,832,581      34.8
John H. Landon (5).........................       6,666         *               --        6,666         *
Attila D. Lorincz, Ph.D. (7)...............     178,184       1.5               --      178,184       1.3
Joseph M. Migliara (8).....................     183,499       1.6               --      183,499       1.3
Deborah J. Oronzio (5).....................      32,130         *               --       32,130         *
Donna Marie Seyfried.......................          --         *               --           --         *
John J. Whitehead (9)......................      22,849         *               --       22,849         *
All executive officers and directors
  as a group (12 persons) (10).............   6,113,192      48.4               --    5,613,192      38.3
</TABLE>
 
- ---------------
  *  Less than one percent.
 
 (1) Beneficial ownership is determined in accordance with rules of the
     Securities and Exchange Commission (the "SEC"). Shares of Common Stock
     subject to options currently exercisable or exercisable within 60 days of
     the date of this Prospectus are deemed outstanding for computing the
     percentage beneficially owned by such holder but are not deemed outstanding
     for purposes of computing the percentage beneficially owned by any other
     person. Except as otherwise indicated, the Company believes that the
     beneficial owners of the Common Stock listed above, based on information
     furnished by such owners, have sole investment and voting power with
     respect to such shares, subject to community property laws where
     applicable, and that there are no other affiliations among the stockholders
     listed in the table.
 
 (2) The general partners of Armonk Partners are Messrs. Jones and Fleischman.
     The address for Armonk Partners is 9000 Virginia Manor Road, Beltsville,
     Maryland 20705.
 
 (3) The address for Murex Diagnostics Corporation is 2nd Floor, Trident House,
     Bridgetown, St. Michael, Barbados. Murex Diagnostics Corporation is an
     affiliate of International Murex Technologies Corporation.
 
 (4) Includes (i) 4,987,115 shares owned by Armonk Partners, as to which Mr.
     Fleischman shares voting and investment power as a general partner; (ii)
     16,672 shares held in trust for the benefit of Mr. Fleischman's minor
     children, as to which shares Mr. Fleischman disclaims beneficial ownership;
     and (iii) 314,118 shares issuable upon exercise of stock options. The
     address for Mr. Fleischman is 9000 Virginia Manor Road, Beltsville,
     Maryland 20705.
 
 (5) Represents shares issuable upon exercise of stock options.
 
 (6) Includes (i) 4,987,115 shares owned by Armonk Partners, as to which Mr.
     Jones shares voting and investment power as a general partner; (ii) 14,676
     shares owned by Mr. Jones' wife, as to which shares Mr. Jones disclaims
     beneficial ownership; and (iii) 314,118 shares issuable upon exercise of
     stock options. The address for Mr. Jones is 9000 Virginia Manor Road,
     Beltsville, Maryland 20705.
 
 (7) Includes (i) 16,672 shares owned jointly with Dr. Lorincz's wife, as to
     which Dr. Lorincz shares voting and investment power; and (ii) 160,759
     shares issuable upon exercise of stock options.
 
   
 (8) Represents shares issuable upon exercise of stock options, 178,499 of which
     are held by Valley Partners, a partnership organized by Mr. Migliara.
    
 
   
 (9) Represents shares issuable upon exercise of stock options. Mr. Whitehead is
     a partner in Armonk Partners, but he does not have voting or investment
     power with respect to the shares held by Armonk Partners.
    
 
(10) See Notes (4) through (9). Also includes 70 shares issuable upon exercise
     of stock options.
 
                                       48
<PAGE>   50
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial amounts of Common Stock (including shares issued upon
the exercise of outstanding options) in the public market after this Offering or
the prospect of such sales could adversely affect the market price of the Common
Stock and the Company's ability to raise additional equity capital. The number
of shares of Common Stock available for sale in the public market is limited by
restrictions under the Securities Act of 1933, as amended (the "Securities
Act"), and lock-up agreements ("Lock-Ups") under which the holders of 4,545,975
shares have agreed not to sell or otherwise dispose of any of their shares for a
period of 90 days after the date of this Prospectus without the prior written
consent of UBS Securities LLC. In its sole discretion and at any time without
notice, UBS Securities LLC may release all or any portion of the shares subject
to Lock-Ups. While a majority of the 13,588,649 shares of Common Stock that will
be outstanding after this Offering will be freely tradeable without restriction
or further registration under the Securities Act following the Lock-Up period,
(i) 4,560,651 shares currently owned by "affiliates" of the Company, as that
term is defined in Rule 144 under the Securities Act ("Affiliates"), and (ii)
327,826 additional shares, generally may be sold only in compliance with the
volume limitations and other provisions of Rule 144. The Company has registered
2,871,853 shares of Common Stock reserved for issuance under the Company's stock
option plans as of the date of this Prospectus and intends to register an
additional 500,000 shares of Common Stock issuable under the Company's 1997
Stock Option Plan. As of September 16, 1997, the Company had reserved 4,434,300
shares of Common Stock for issuance under the Company's stock option plans. In
addition, holders of approximately 5,268,025 shares of Common Stock will be
entitled to certain registration rights with respect to such shares. If such
holders, by exercising their registration rights, cause a large number of shares
to be registered and sold in the public market, such sales could have a material
adverse effect on the market price of the Company's Common Stock. In addition,
any demand of such holders to include such shares in Company-initiated
registration statements could have an adverse effect on the Company's ability to
raise needed capital.
 
   
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) including an Affiliate, who has beneficially owned
shares for at least one year (including the holding period of certain prior
owners), will be entitled to sell in "broker's transactions" or to market
makers, within any three-month period while the Company is subject to the
reporting requirements of Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), a number of shares that does not exceed the
greater of (i) one percent of the then outstanding shares of Common Stock
(approximately 13,588,649 shares immediately after this offering) or (ii) the
average weekly trading volume in the Common Stock during the four calendar weeks
immediately preceding such sale, subject, generally, to the filing of a Form 144
with respect to such sales and certain other limitations and restrictions. In
addition, a person (or person whose shares are aggregated), who is not deemed to
have been an Affiliate at any time during the 90 days immediately preceding the
sale and who has beneficially owned the shares proposed to be sold for at least
two years, is entitled to sell such shares under Rule 144(k) without regard to
the limitations described above.
    
 
                                       49
<PAGE>   51
 
                                  UNDERWRITING
 
     Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), for whom UBS Securities LLC and
Montgomery Securities are acting as representatives (the "Representatives"),
have agreed to purchase from the Company and the Selling Stockholder the
following respective number of shares of Common Stock:
 
<TABLE>
<CAPTION>
                                                                            NUMBER OF
                                  UNDERWRITERS                               SHARES
        -----------------------------------------------------------------   ---------
        <S>                                                                 <C>
        UBS Securities LLC...............................................
        Montgomery Securities............................................
 
                                                                            ---------
                  Total..................................................   2,500,000
                                                                            =========
</TABLE>
 
     The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in the Company's business and the receipt of
certain certificates, opinions and letters from the Company and its counsel. The
nature of the Underwriters' obligation is such that they are committed to
purchase all shares of Common Stock offered hereby if any such shares are
purchased. The Underwriting Agreement contains certain provisions whereby if any
Underwriter defaults in its obligations to purchase shares, and the aggregate
obligations of the Underwriters so defaulting do not exceed ten percent of the
shares offered hereby, the remaining Underwriters, or some of them, must assume
such obligations.
 
     The Representatives have advised the Company and the Selling Stockholder
that the Underwriters propose to offer the shares of Common Stock directly to
the public at the offering price set forth on the cover of this Prospectus, and
to certain dealers at such price less a concession not in excess of $     per
share. The Underwriters may allow and such dealers may reallow a concession not
in excess of $     per share to certain other dealers. After the public offering
of the shares of Common Stock, the offering price and other selling terms may be
changed by the Underwriters.
 
     The Selling Stockholder has granted to the Underwriters an option,
exercisable no later than 30 days after the date of this Prospectus, to purchase
up to 375,000 additional shares of Common Stock to cover over-allotments, if
any, at the public offering price set forth on the cover page of this
Prospectus, less the underwriting discounts and commissions. To the extent that
the Underwriters exercise such option, each of the Underwriters will have a firm
commitment to purchase approximately the same percentage thereof which the
number of shares of Common Stock to be purchased by it shown in the above table
bears to the total number of shares of Common Stock offered hereby. The Selling
Stockholder will be obligated, pursuant to the option, to sell such shares to
the Underwriters to the extent the option is exercised.
 
   
     The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments the Underwriters may be required
to make in respect thereof. The Company has agreed to indemnify the Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act.
    
 
     The executive officers, directors and Armonk Partners who own an aggregate
of 5,045,975 shares of Common Stock outstanding prior to this Offering, have
agreed that they will not, without the prior written consent of UBS Securities
LLC, offer, sell or otherwise dispose of any shares of Common Stock, options to
acquire shares of Common Stock or securities exchangeable for or convertible
into shares of Common Stock owned by them for a period of 90 days after the date
of this Prospectus. The Company has agreed that it will not, without the prior
written consent of UBS Securities LLC, offer, sell or otherwise dispose of any
shares of Common Stock, options or warrants to acquire shares of Common Stock or
securities exchangeable for or convertible into shares of Common Stock for a
period of 90 days after the date of this Prospectus, except that
 
                                       50
<PAGE>   52
 
the Company may grant additional options under its stock option plans and issue
shares upon the exercise of outstanding stock options.
 
     In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. In addition, the Underwriters may bid for
and purchase shares of Common Stock in the open market to cover syndicate short
positions or to stabilize the price of the Common Stock. Finally, the
Underwriters may reclaim selling concessions from syndicate members in the
Offering if the syndicate repurchases previously distributed Common Stock in
syndicate covering transactions, in stabilizing transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the Common
Stock above independent market levels. The Underwriters are not required to
engage in these activities, and may end any of these activities at any time.
 
     In connection with this Offering, certain Underwriters, who are qualified
registered market makers on the Nasdaq Stock Market, may engage in passive
market making on Nasdaq in accordance with Rule 103 of Regulation M under the
Exchange Act during the one day period before the commencement of the offers or
sales of the Common Stock. The passive market making transactions must comply
with applicable volume and price limits and be identified as such. In general, a
passive market maker must display its bid at a price not in excess of the
highest independent bid for such security; if all independent bids are lowered
before the passive market maker's bid, however, such bid must then be lowered
when certain purchase limits are exceeded. Passive market making may stabilize
the market price of the Common Stock above independent market levels and, if
commenced, may be discontinued at any time.
 
     The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority in excess of five percent of the number of shares of Common Stock
offered hereby.
 
                                 LEGAL MATTERS
 
     Certain legal matters in connection with the shares of Common Stock being
offered hereby will be passed upon for the Company by Ballard Spahr Andrews &
Ingersoll, Philadelphia, Pennsylvania. Certain legal matters relating to this
Offering will be passed upon for the Underwriters by Brobeck, Phleger & Harrison
LLP, New York, New York.
 
                                    EXPERTS
 
     The consolidated financial statements of Digene Corporation at June 30,
1996 and 1997, and for each of the three fiscal years in the period ended June
30, 1997, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein, and are included in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the information requirements of the Exchange Act,
and, in accordance therewith files reports, proxy statements and other
information with the SEC. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities maintained by the
SEC at Room 1024, 450 5th Street, N.W., Washington, DC 20549, and at the
regional offices of the SEC, which include: Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661, and 7 World
Trade Center, Suite 1300, New York, NY 10048. Such material can also be
inspected and copied at the offices of the Nasdaq Stock Market, 1735 K Street,
NW, Washington, DC 20006, on which the Company's Common Stock is listed. Copies
can be obtained from the SEC by mail, at prescribed rates, or from the SEC's
internet web site at http://www.sec.gov.
 
                                       51
<PAGE>   53
 
     The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act, with respect to the shares
of Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information pertaining to the
Common Stock and the Company, reference is made to the Registration Statement
and the exhibits and schedules thereto. Statements contained in this Prospectus
as to the contents of any contract or other document referred to are not
necessarily complete, and with respect to any contract or other document filed
as an exhibit to the Registration Statement, each such statement is qualified in
all respects by reference to such exhibit. Copies of the Registration Statement
and the exhibits thereto are on file at the offices of the SEC and may be
obtained upon payment of the prescribed fee or may be examined without charge at
the public reference facilities of the SEC described above.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the SEC are incorporated herein by
reference:
 
   
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
              June 30, 1997; and
    
 
   
          (b) The Company's Registration Statement on Form 8-A dated April 3,
              1996.
    
 
     All reports and other documents filed pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this Offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference herein (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
submitted in writing to Digene Corporation, 9000 Virginia Manor Road,
Beltsville, MD 20705, Attention: Charles M. Fleischman.
 
                                       52
<PAGE>   54
 
                               DIGENE CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<S>                                                                                       <C>
Report of Ernst & Young LLP, Independent Auditors......................................   F-2

Consolidated Balance Sheets............................................................   F-3

Consolidated Statements of Operations..................................................   F-4

Consolidated Statements of Stockholders' Equity (Deficit)..............................   F-5

Consolidated Statements of Cash Flows..................................................   F-6

Notes to Consolidated Financial Statements.............................................   F-7
</TABLE>
 
                                       F-1
<PAGE>   55
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Digene Corporation
 
     We have audited the accompanying consolidated balance sheets of Digene
Corporation as of June 30, 1996 and 1997, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the three years in the period ended June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Digene Corporation at June 30, 1996 and 1997, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended June 30, 1997, in conformity with generally accepted accounting
principles.
 
                                           /s/ Ernst & Young LLP
                                           -------------------------------------
                                           ERNST & YOUNG LLP
 
Vienna, Virginia
August 15, 1997
 
                                       F-2
<PAGE>   56
 
                               DIGENE CORPORATION

                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                               JUNE 30,
                                                                     ----------------------------
                                                                         1996            1997
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
                                             ASSETS
Current assets:
     Cash and cash equivalents....................................   $ 24,107,325    $  8,452,864
     Short-term investments.......................................      4,467,978      11,061,283
     Accounts receivable, less allowance of approximately $61,000
      at June 30, 1996 and 1997...................................        845,727       1,767,682
     Due from related party.......................................        780,319       2,395,792
     Inventories (Note 4).........................................      1,806,333       2,425,167
     Prepaid expenses and other current assets....................        299,435         446,368
                                                                     ------------    ------------
Total current assets..............................................     32,307,117      26,549,156
Property and equipment, net (Note 5)..............................        705,040       1,214,548
Intangible assets, net (Note 6)...................................         49,008       2,308,641
Deposits..........................................................        112,462         134,564
                                                                     ------------    ------------
Total assets......................................................   $ 33,173,627    $ 30,206,909
                                                                      ===========     ===========
 
                              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable.............................................   $  1,852,417    $  2,093,893
     Accrued expenses.............................................        521,858         772,037
     Accrued payroll..............................................        206,761         602,555
     Due to related party.........................................             --         443,332
     Current maturities of long-term debt (Note 8)................        109,857       1,338,220
                                                                     ------------    ------------
Total current liabilities.........................................      2,690,893       5,250,037
Long-term debt, less current maturities (Note 8)..................        151,532         552,733
Accrued rent (Note 9).............................................        149,907         100,618
Deferred rent.....................................................         62,014          37,318

Commitments (Notes 9, 10 and 14)

Stockholders' equity:
     Preferred stock, $0.01 par value, 1,000,000 shares
      authorized, no shares issued and outstanding................             --              --
     Common stock, $0.01 par value, 50,000,000 shares authorized,
      11,303,705 and 11,579,530 shares issued and outstanding at
      June 30, 1996 and 1997, respectively........................        113,037         115,795
     Additional paid-in capital...................................     49,339,001      49,477,621
     Accumulated deficit..........................................    (19,332,757)    (25,327,213)
                                                                     ------------    ------------
Total stockholders' equity........................................     30,119,281      24,266,203
                                                                     ------------    ------------
Total liabilities and stockholders' equity........................   $ 33,173,627    $ 30,206,909
                                                                      ===========     ===========
</TABLE>
 
                            See accompanying notes.
 
                                       F-3
<PAGE>   57
 
                               DIGENE CORPORATION
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                      YEAR ENDED JUNE 30,
                                                           -----------------------------------------
                                                              1995           1996           1997
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Revenues:
     Product sales......................................   $ 5,413,370    $ 6,359,062    $ 9,434,183
     Research and development contracts.................       749,217        381,425        626,096
                                                           -----------    -----------    -----------
Total revenues..........................................     6,162,587      6,740,487     10,060,279

Costs and expenses:
     Cost of product sales..............................     2,652,091      2,894,731      3,440,963
     Research and development...........................     1,855,988      2,429,711      4,131,090
     Selling and marketing..............................     1,375,496      2,094,696      5,236,246
     General and administrative.........................     1,245,128      1,792,426      4,411,899
     Amortization of intangible assets..................       330,164        248,435        240,902
                                                           -----------    -----------    -----------
Loss from operations....................................    (1,296,280)    (2,719,512)    (7,400,821)

Other income (expense):
     Other income (expense).............................        14,446         40,072        (36,825)
     Interest expense...................................      (232,076)      (207,349)       (83,777)
     Interest income....................................            --        251,776      1,526,967
                                                           -----------    -----------    -----------
Net loss................................................   $(1,513,910)   $(2,635,013)   $(5,994,456)
                                                            ==========     ==========     ==========
Net loss per share......................................   $     (1.78)   $     (1.30)   $     (0.53)
                                                            ==========     ==========     ==========
Weighted average shares outstanding.....................       849,924      2,026,815     11,393,978
                                                            ==========     ==========     ==========
</TABLE>
 
                            See accompanying notes.
 
                                       F-4
<PAGE>   58
 
                               DIGENE CORPORATION
 
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 
<TABLE>
<CAPTION>
                                        COMMON STOCK         ADDITIONAL                          TOTAL
                                   ----------------------      PAID-IN      ACCUMULATED      STOCKHOLDERS'
                                     SHARES       AMOUNT       CAPITAL        DEFICIT       EQUITY (DEFICIT)
                                   ----------    --------    -----------    ------------    ----------------
<S>                                <C>           <C>         <C>            <C>             <C>
Balance at June 30, 1994........      368,338    $  3,683    $ 3,690,013    $(15,183,834)     $  (11,490,138)

Exercise of Common Stock
  options.......................           18           1             12              --                  13
Net loss........................           --          --             --      (1,513,910)         (1,513,910)
                                   ----------    --------    -----------    ------------    ----------------
Balance at June 30, 1995........      368,356       3,684      3,690,025     (16,697,744)        (13,004,035)

Issuance of Common Stock, net of
  offering costs of
  $3,768,678....................    3,000,000      30,000     30,701,322              --          30,731,322

Exercise of Common Stock
  warrants......................       70,436         704        467,695              --             468,399

Exercise of Common Stock
  options.......................       40,510         405         25,261              --              25,666

Conversion of Redeemable
  Convertible Preferred Stock...    7,824,403      78,244     14,454,698              --          14,532,942
Net loss........................           --          --             --      (2,635,013)         (2,635,013)
                                   ----------    --------    -----------    ------------    ----------------
Balance at June 30, 1996........   11,303,705     113,037     49,339,001     (19,332,757)         30,119,281

Exercise of Common Stock
  options.......................      275,825       2,758        138,620              --             141,378

Net loss........................           --          --             --      (5,994,456)         (5,994,456)
                                   ----------    --------    -----------    ------------    ----------------
Balance at June 30, 1997........   11,579,530    $115,795    $49,477,621    $(25,327,213)     $   24,266,203
                                    =========    ========     ==========     ===========         ===========
</TABLE>
 
                            See accompanying notes.
 
                                       F-5
<PAGE>   59
 
                               DIGENE CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED JUNE 30,
                                                         ------------------------------------------
                                                            1995           1996            1997
                                                         -----------    -----------    ------------
<S>                                                      <C>            <C>            <C>
OPERATING ACTIVITIES
Net loss..............................................   $(1,513,910)   $(2,635,013)   $ (5,994,456)
Adjustments to reconcile net loss to net cash used in
  operating activities:
     Depreciation and amortization of property and
       equipment......................................       346,401        356,680         461,603
     Amortization of intangible assets................       330,164        248,435         240,902
     Start-up expenses................................            --             --         833,179
     Changes in operating assets and liabilities:
          Accounts receivable.........................      (195,014)      (115,801)       (921,955)
          Due from related party......................      (133,355)      (382,087)     (1,615,473)
          Inventories.................................       (61,196)      (817,018)       (618,834)
          Prepaid expenses and other current assets...        15,563       (228,276)       (146,933)
          Deposits....................................        (6,720)       (52,022)        (22,102)
          Accounts payable............................       387,035      1,402,113         241,476
          Accrued expenses............................        82,746        (59,937)        250,179
          Accrued payroll.............................        15,981        145,226         395,794
          Due to related party........................            --             --         443,332
          Accrued rent................................       (39,226)       (33,869)        (49,289)
          Deferred rent...............................       (12,815)       (16,796)        (24,696)
                                                         -----------    -----------    ------------
Net cash used in operating activities.................      (784,346)    (2,188,365)     (6,527,273)

INVESTING ACTIVITIES
Purchases of short-term investments...................            --     (4,392,978)    (15,045,827)
Sales of short-term investments.......................            --             --       8,452,522
Capital expenditures..................................      (246,436)      (329,661)       (971,111)
Acquisition of customer lists.........................            --             --      (1,000,000)
Additions to goodwill and intangible assets...........      (100,773)       (10,528)         (3,363)
                                                         -----------    -----------    ------------
Net cash used in investing activities.................      (347,209)    (4,733,167)     (8,567,779)

FINANCING ACTIVITIES
Net proceeds from issuance of Redeemable Convertible
  Preferred Stock.....................................     1,347,000      1,418,000              --
Net proceeds from issuance of Common Stock............            --     30,731,322              --
Exercise of Common Stock warrants.....................            --        468,399              --
Exercise of Common Stock options......................            13         25,666         141,378
Principal repayments on long-term debt................       (88,148)    (2,756,796)       (700,787)
                                                         -----------    -----------    ------------
Net cash provided by (used in) financing activities...     1,258,865     29,886,591        (559,409)
                                                         -----------    -----------    ------------
Net increase (decrease) in cash and cash
  equivalents.........................................       127,310     22,965,059     (15,654,461)
Cash and cash equivalents at beginning of year........     1,014,956      1,142,266      24,107,325
                                                         -----------    -----------    ------------
Cash and cash equivalents at end of year..............   $ 1,142,266    $24,107,325    $  8,452,864
                                                          ==========     ==========     ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid.........................................   $   172,000    $   313,000    $     17,000
                                                          ==========     ==========     ===========
</TABLE>
 
                            See accompanying notes.
 
                                       F-6
<PAGE>   60
 
                               DIGENE CORPORATION
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.  ORGANIZATION AND NATURE OF OPERATIONS
 
     Digene Corporation (the "Company") was incorporated in the state of
Delaware in 1987. The Company develops, manufactures and markets proprietary DNA
and RNA tests for the detection, screening and monitoring of human diseases. The
Company's lead product, the Hybrid Capture HPV Test, is the only FDA-approved
test for the detection of human papillomavirus ("HPV"), the cause of essentially
all cervical cancer. In addition, Digene has developed and launched tests
internationally for the detection and viral load monitoring of major blood
viruses, including human immunodeficiency virus, cytomegalovirus and hepatitis B
virus, and tests for the detection of two of the most common sexually
transmitted diseases, chlamydia trachomatis and neisseria gonorrhea.
 
     On June 28, 1996, Digene Corporation entered into a joint venture agreement
with a Brazilian national and pursuant thereto, established Digene do Brasil, a
majority-owned subsidiary of Digene Corporation.
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
MANAGEMENT ESTIMATES
 
     The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
PRINCIPLES OF CONSOLIDATION
 
     The accompanying financial statements include the accounts of Digene
Corporation and its majority-owned subsidiary. All significant intercompany
transactions have been eliminated in consolidation.
 
RECLASSIFICATION
 
     Certain 1996 balances have been reclassified to conform with the 1997
presentation.
 
CASH AND CASH EQUIVALENTS
 
     Cash equivalents, which are stated at cost, consist of highly liquid
investments with original maturities of three months or less.
 
SHORT-TERM INVESTMENTS
 
     The Company classifies its short-term investments as available-for-sale.
Investments in securities that are classified as available-for-sale and have
readily determinable fair values are measured at fair market value in the
consolidated balance sheets. As of June 30, 1996 and 1997, short-term
investments are stated at cost, which approximates market.
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
     In the event that facts and circumstances indicate that long-lived assets
or other assets may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future undiscounted cash
flows associated with the asset would be compared to the asset's carrying amount
to determine if a write-down is required. If a write-down is required, the
Company would prepare a discounted cash flow analysis to determine the amount of
the write-down.
 
                                       F-7
<PAGE>   61
 
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
 
     Revenue from product sales is recognized upon shipment of goods. Revenue
from research and development contracts is recognized as research and
development activities are performed. Cash received in advance of services being
performed is deferred until the related revenue has been earned.
 
SIGNIFICANT CUSTOMERS
 
     For the years ended June 30, 1995, 1996 and 1997, the Company generated
38%, 43% and 42%, respectively, of total revenues from a single customer who is
also a stockholder. Export sales accounted for approximately 53% in 1995, 56% in
1996, and 59% in 1997, respectively, of total revenues.
 
     Export sales consist of the following:
 
<TABLE>
<CAPTION>
                                                                  YEAR ENDED JUNE 30
                                                        --------------------------------------
                                                           1995          1996          1997
                                                        ----------    ----------    ----------
    <S>                                                 <C>           <C>           <C>
    Europe...........................................   $2,660,767    $3,019,004    $4,342,175
    South America....................................       49,463       221,131       881,048
    Pacific Rim......................................      295,398       301,067       592,480
    Other............................................      289,789       217,717       162,815
                                                        ----------    ----------    ----------
    Total export sales...............................   $3,295,417    $3,758,919    $5,978,518
                                                         =========     =========     =========
</TABLE>
 
FOREIGN CURRENCY VALUATION
 
     Certain of the Company's accounts receivable may be paid in a foreign
currency and as such a foreign currency gain (loss) may be recorded in the
Company's future statements of operations.
 
RESEARCH AND DEVELOPMENT
 
     The Company expenses its research and development costs as incurred.
 
ADVERTISING COSTS
 
     The Company expenses advertising costs as incurred. Advertising costs
amounted to approximately $107,000, $93,000, and $188,000 during fiscal 1995,
1996 and 1997, respectively.
 
INCOME TAXES
 
     The Company provides for income taxes in accordance with the liability
method. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
 
NET LOSS PER SHARE
 
     The Company's net loss per share calculations are based upon the weighted
average number of shares of Common Stock outstanding. Pursuant to the
requirements of Securities and Exchange Commission Staff Accounting Bulletin No.
83, Redeemable Convertible Preferred Stock, Common Stock and options and
warrants to purchase Common Stock issued at prices below the initial public
offering price during the twelve months immediately preceding the filing of the
registration statement relating to the initial public offering
 
                                       F-8
<PAGE>   62
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER SHARE (CONTINUED)
("IPO") of the Company's Common Stock in May 1996 have been included in the
computation of net loss per share as if they were outstanding for the years
ended June 30, 1995 and 1996 (using the treasury method assuming repurchase of
Common Stock at the IPO price). Other shares issuable upon the exercise of stock
options and warrants or conversion of Redeemable Convertible Preferred Stock
have been excluded from the computation because the effect of their inclusion
would be antidilutive. In periods subsequent to the IPO, Common Stock options
and warrants under the treasury stock method will be included to the extent they
are dilutive.
 
STOCK-BASED COMPENSATION
 
     In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
Stock-Based Compensation," which is effective for the Company's June 30, 1997
financial statements. SFAS No. 123 allows companies to account for stock-based
compensation either under the provisions of SFAS No. 123 or under the provisions
of Accounting Principles Board No. 25 ("APB No. 25"), but requires pro forma
disclosures in the footnotes to the financial statements as if the measurement
provisions of SFAS No. 123 had been adopted. The Company intends to account for
its stock-based compensation in accordance with the provisions of APB No. 25. As
such, the adoption of SFAS No. 123 will not impact the financial condition or
the results of operations of the Company.
 
RECENT PRONOUNCEMENTS
 
     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per
Share," which is required to be adopted for the Company's June 30, 1998
financial statements. At that time, the Company will be required to change the
method currently used to compute net loss per share and to restate all prior
periods. Under the new requirements for calculating primary net loss per share,
the dilutive effect of stock options will be excluded. The impact of SFAS No.
128 on the calculation of primary and fully diluted net loss per share on the
financial statements is not expected to be material.
 
     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131 ("SFAS No. 131"), "Disclosures about
Segments of an Enterprise and Related Information," which is required to be
adopted for the fiscal years beginning after December 31, 1997. SFAS No. 131
changes the way public companies report segment information in annual financial
statements and also requires those companies to report selected segment
information in interim financial reports to shareholders. SFAS No. 131
supersedes Financial Accounting Standards No. 14, "Financial Reporting for
Segments of a Business Enterprise." The impact of SFAS No. 131 on the disclosure
for segment information on the financial statements which is not expected to be
material.
 
3.  TRANSACTIONS WITH A RELATED PARTY
 
DISTRIBUTION AGREEMENTS
 
     In May 1992, the Company and International Murex Technologies Corporation
(together with its affiliates, "Murex") entered into a Distribution Agreement
("Distribution Agreement"), whereby the Company granted to Murex the exclusive
right to distribute the Company's HBV DNA assays in specified countries in the
European Community and the co-exclusive right (meaning that the Company may also
distribute its products) to distribute the Company's HBV DNA test (for the
detection of the hepatitis B virus) in Africa. The agreement was amended in May
1993 to expand Murex's exclusive right to include certain countries in Eastern
Europe and in the Middle East.
 
                                       F-9
<PAGE>   63
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
3.  TRANSACTIONS WITH A RELATED PARTY (CONTINUED)
DISTRIBUTION AGREEMENTS (CONTINUED)
     In February 1996, the Company and Murex entered into the 1996 Distribution
Agreement granting Murex the exclusive right to distribute certain of the
Company's HC I products, including its Hybrid Capture human papillomavirus DNA
test, in most of Europe, Africa and certain countries in the Middle East. The
1996 Distribution Agreement has a five-year term, subject to automatic renewal
for successive one-year terms. The Company has the right to terminate the 1996
Distribution Agreement with respect to particular countries, subject to Murex's
right to continue to distribute products within any such country on a
co-exclusive basis during a "wind-down" period of up to two years. Subsequent to
June 30, 1997, the Company and Murex entered into a new distribution agreement
(See Note 16).
 
DEVELOPMENT AND LICENSE AGREEMENTS
 
     In April 1993, the Company entered into a Development and License Agreement
(the "1993 Agreement") with International Murex Technologies Limited ("IMTC").
Under the terms of the 1993 Agreement, IMTC funded certain of the Company's DNA
probe product development programs on a dollar for dollar cost reimbursement
basis. IMTC and the Company hold a co-exclusive license to market any products
developed under the 1993 Agreement.
 
     In May 1994, the Company entered into an additional Development and License
Agreement (the "1994 Agreement") with IMTC. Under the terms of the 1994
Agreement, IMTC purchased 333,333 shares of the Company's Redeemable Convertible
Preferred Stock and placed $2 million in escrow to purchase 666,667 additional
shares of the Company's Redeemable Convertible Preferred Stock, over the term of
the 1994 agreement. Generally, amounts released from escrow were used to fund
mutually approved research and development projects on a dollar for dollar cost
reimbursement basis. As funding was released from escrow, shares of the
Company's Redeemable Convertible Preferred Stock were issued. During the years
ended June 30, 1995 and 1996, $1,215,000 and $785,000, respectively, were
released from the escrow and accordingly, the Company issued 405,000 and 261,667
shares, respectively, of Redeemable Convertible Preferred Stock. In connection
with the Company's IPO, all shares of Redeemable Convertible Preferred Stock
were converted to Common Stock (see Note 11). IMTC holds a license that is
co-exclusive (with the Company) to market products developed under the 1994
Agreement.
 
AGENCY AGREEMENT AND CUSTOMER TRANSFER AGREEMENT
 
     Effective February 1, 1997, the Company entered into two agreements (the
"Agency Agreement" and the "Customer Transfer Agreement", collectively the
"Agreements") with Murex Diagnostics Corporation ("MDC"), to create a
Digene-direct European sales operation for the Company's women's health
products. Under the Agreements, the Company will begin selling its Hybrid
Capture human papillomavirus ("HPV") DNA tests directly in Europe using Murex's
distribution infrastructure. Murex will act as the exclusive agent for the
Company in designated European and Eastern European countries (the "Territory")
for a period of five years during which Murex will receive selling service fees
and a percentage of the Company's HPV revenues in the Territory.
 
     The Agreements provide for a transition period during which the
administrative infrastructure will be agreed to and established. During this
transition period, the Company is recording its transactions consistent with the
Distribution Agreement with Murex. Furthermore, the Distribution Agreement still
remains in effect to cover the distribution of the Company's products in areas
outside the Territory. Prior to February 1, 1997, pursuant to the Distribution
Agreement, Murex had been acting as the exclusive European distributor in
designated non-US territories for the Company's HPV test and other of the
Company's products.
 
                                      F-10
<PAGE>   64
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
3.  TRANSACTIONS WITH A RELATED PARTY (CONTINUED)
AGENCY AGREEMENT AND CUSTOMER TRANSFER AGREEMENT (CONTINUED)
     In connection with the Agreements, the Company acquired Murex's HPV
business assets (customer lists) for approximately $2,500,000 in exchange for
promissory notes in the aggregate amount of $1,702,750 and cash of $1,000,000.
The non-cash portion of this transaction related to imputed interest has been
excluded from the Statements of Cash Flows. The unsecured notes payable to Murex
are noninterest-bearing and have been discounted at 10.00% over the eleven month
term of the notes. The Company is amortizing the HPV business assets over five
years, the term of the Agency Agreement. In accordance with the Agency
Agreement, the Company agreed to pay to Murex costs of approximately $853,000
over eleven months, which costs have been expensed. Digene has agreed to
reimburse Murex for all costs incurred for selling and marketing expenses. All
other Digene products (except the Company's HPV products) exclusively
distributed by Murex in Europe and Eastern Europe will not be affected by the
Agreements.
 
4.  INVENTORIES
 
     Inventories are stated at the lower of cost or market on a first-in,
first-out basis.
 
     Inventories consist of the following:
 
<TABLE>
<CAPTION>
                                                                            JUNE 30,
                                                                    ------------------------
                                                                       1996          1997
                                                                    ----------    ----------
    <S>                                                             <C>           <C>
    Finished goods...............................................   $  616,458    $  748,072
    Work in process..............................................      999,222     1,254,495
    Raw materials................................................      440,653       761,100
                                                                    ----------    ----------
                                                                     2,056,333     2,763,667
    Obsolescence reserve.........................................     (250,000)     (338,500)
                                                                    ----------    ----------
                                                                    $1,806,333    $2,425,167
                                                                     =========     =========
</TABLE>
 
5.  PROPERTY AND EQUIPMENT
 
     Property and equipment, including leasehold improvements, are stated at
cost and depreciated or amortized using the straight-line method over the
estimated useful lives of three to ten years. Leasehold improvements are
amortized over the lesser of the related lease term or the useful life.
 
     Property and equipment consist of the following:
 
<TABLE>
<CAPTION>
                                                                            JUNE 30,
                                                                   --------------------------
                                                                      1996           1997
                                                                   -----------    -----------
    <S>                                                            <C>            <C>
    Furniture, fixtures and office equipment....................   $   679,624    $ 1,048,854
    Machinery and equipment.....................................     1,371,109      1,807,448
    Leasehold improvements......................................       664,633        830,175
                                                                   -----------    -----------
                                                                     2,715,366      3,686,477
    Accumulated depreciation and amortization...................    (2,010,326)    (2,471,929)
                                                                   -----------    -----------
                                                                   $   705,040    $ 1,214,548
                                                                    ==========     ==========
</TABLE>
 
6.  INTANGIBLE ASSETS
 
     Patents application costs are expensed as incurred. Noncompetition
agreements are amortized on a straight-line basis over their respective terms,
generally two to six years. Goodwill, which resulted from the
 
                                      F-11
<PAGE>   65
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  INTANGIBLE ASSETS (CONTINUED)
acquisition of the Molecular Diagnostics Division of Life Technologies, Inc.
("LTI") in December 1990, is being amortized using the straight-line method over
five years.
 
     In connection with the Agreements (See Note 3), the Company capitalized
approximately $2,500,000 for the acquisition of Murex's HPV customer lists and
is amortizing such amount over five years. The Company assesses the
recoverability of this intangible asset based upon several factors' including
management's intention with respect to the acquired customer lists and those
customer lists' projected undiscounted cash flows.
 
     Intangible assets consist of the following:
 
<TABLE>
<CAPTION>
                                                                            JUNE 30,
                                                                   --------------------------
                                                                      1996           1997
                                                                   -----------    -----------
    <S>                                                            <C>            <C>
    Noncompetition agreements...................................   $ 1,087,349    $ 1,087,349
    Acquired customer lists.....................................            --      2,497,172
    Goodwill and other intangibles..............................       180,877        184,240
                                                                   -----------    -----------
                                                                     1,268,226      3,768,761
    Accumulated amortization....................................    (1,219,218)    (1,460,120)
                                                                   -----------    -----------
                                                                   $    49,008    $ 2,308,641
                                                                    ==========     ==========
</TABLE>
 
7.  INCOME TAXES
 
     The Company's net deferred tax assets are as follows:
 
<TABLE>
<CAPTION>
                                                                           JUNE 30,
                                                                  ---------------------------
                                                                     1996            1997
                                                                  -----------    ------------
    <S>                                                           <C>            <C>
    Net operating loss carryforwards...........................   $ 5,193,000    $  7,959,000
    Research and development credits...........................       443,000         443,000
    Patent costs, net..........................................       788,000         669,000
    Research and developmental deferral, net...................       957,000       1,567,000
    Acquired customer lists....................................            --          50,000
    Other......................................................       399,000         681,000
                                                                  -----------    ------------
    Deferred tax assets........................................     7,780,000      11,369,000
    Valuation allowance........................................    (7,780,000)    (11,369,000)
                                                                  -----------    ------------
    Net deferred tax assets....................................   $        --    $         --
                                                                   ==========     ===========
</TABLE>
 
     Due to the Company's net operating loss carryforwards, the Company did not
recognize a tax provision for the years ended June 30, 1995, 1996 and 1997. At
June 30, 1997, the Company had tax net operating loss carryforwards for income
tax purposes of approximately $19,900,000. At June 30, 1997, the Company also
had research and development credit carryforwards of approximately $443,000. In
1990, the Company experienced a change in ownership pursuant to Section 382 of
the Internal Revenue Code, which will cause the utilization of pre-change losses
and credits to be limited. Subject to this limitation, the Company's net
operating loss carryforwards and tax credits expire, if unused, at various dates
from 2003 through 2012.
 
                                      F-12
<PAGE>   66
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
8.  LONG-TERM DEBT
 
     Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                            JUNE 30,
                                                                    ------------------------
                                                                      1996          1997
                                                                    ---------    -----------
    <S>                                                             <C>          <C>
    Notes payable to Murex (See Note 3), net of unamortized
      discount...................................................   $      --    $ 1,762,033
    Amounts due to former stockholders, net of unamortized
      discount...................................................     187,260         85,007
    Note payable to lessor.......................................      70,049         43,913
    Other........................................................       4,080             --
                                                                    ---------    -----------
                                                                      261,389      1,890,953
    Current maturities of long-term debt.........................    (109,857)    (1,338,220)
                                                                    ---------    -----------
    Long-term debt, less current maturities......................   $ 151,532    $   552,733
                                                                     ========     ==========
</TABLE>
 
     The unsecured notes payable to Murex arose in conjunction with the
Company's acquisition of Murex's HPV customer lists (See Note 3), are
noninterest-bearing and have been discounted at 10.00%. Payments are due in ten
installments, through December 1998. During 1997, the Company made payments
totaling $577,864 and incurred interest expense of $76,107. At June 30, 1997,
accrued interest related to these notes totaled $66,562.
 
     Amounts due to former stockholders, related to repurchases of Common Stock
during 1991, are noninterest-bearing, but have been discounted at 8.74%. Payment
is due in seven equal annual installments beginning July 1991.
 
     The note payable to lessor represents the financing of a portion of
leasehold improvements made by the lessor under terms of the lease agreement for
the Company's research and development facility (See Note 9). The note,
originally for $200,000, is payable through December 1998 in 114 equal monthly
installments of $2,616 in principal plus interest at 9%. A $75,000 certificate
of deposit held by the Company is assigned to the lessor as collateral for the
lease obligation.
 
     Annual maturities of long-term debt outstanding at June 30, 1997 are as
follows:
 
<TABLE>
                <S>                                                <C>
                1998............................................   $1,338,220
                1999............................................      552,733
                                                                   ----------
                                                                   $1,890,953
                                                                    =========
</TABLE>
 
9.  LEASE COMMITMENTS
 
     The Company occupies a facility serving as its research and development
facility. The lease agreement for this facility terminates on December 31, 1998,
but provides for a five-year renewal at the Company's option. Under the lease
agreement, no rent was due during the period of construction and the initial
period of occupancy. The total minimum lease obligation is being expensed over
the term of the lease on a straight-line basis, with expense in excess of cash
outlays recorded as deferred rent. The lessor agreed to make approximately
$372,000 of improvements to the facility at the Company's expense, paid for in
cash of $172,000 and a note payable for $200,000 (See Note 8). The minimum
annual base rentals are subject to an annual increase of 30% of the increase in
the Consumer Price Index.
 
     The Company's corporate headquarters and production operations are in an
office and manufacturing facility. The related lease agreement terminates in
July 1998, but is renewable at the Company's option for an additional five-year
period. The total minimum lease obligation is being expensed over the term of
the lease on a straight-line basis, with the expense in excess of cash outlays
recorded as deferred rent.
 
                                      F-13
<PAGE>   67
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
9.  LEASE COMMITMENTS (CONTINUED)
     Future minimum rental commitments under these lease agreements, including
where applicable the Company's pro rata share of insurance, real estate taxes
and common area operating expenses, are as follows as of June 30, 1997:
 
<TABLE>
                <S>                                                  <C>
                1998..............................................   $577,959
                1999..............................................    217,820
                2000..............................................     28,670
                2001..............................................     13,143
                2002..............................................      8,068
                                                                     --------
                                                                     $845,660
                                                                     ========
</TABLE>
 
     Rent expense under these leases was $380,804, $363,691 and $449,449 for the
years ended June 30, 1995, 1996 and 1997, respectively.
 
     Remaining lease payments, net of anticipated sublease income of
approximately $380,000, for facilities vacated as a result of relocation and
consolidation were accrued in 1992. The remaining accrual at June 30, 1997 is
$100,618.
 
10.  EMPLOYMENT AGREEMENTS
 
     During 1997, the Company executed employment agreements with certain key
executives under which the Company is required to pay the following base
salaries annually over the next four years:
 
<TABLE>
                <S>                                                <C>
                1998............................................   $  510,000
                1999............................................      418,334
                2000............................................      255,000
                2001............................................      141,875
                                                                   ----------
                                                                   $1,325,209
                                                                    =========
</TABLE>
 
11.  REDEEMABLE CONVERTIBLE PREFERRED STOCK
 
     Immediately upon completion of the IPO, all outstanding shares of 1990,
1991, and 1994 Series Preferred Stock converted into shares of Common Stock on a
1 for 0.714 basis.
 
12.  COMMON STOCK
 
     On April 15, 1996, the holders of Common Stock purchase warrants elected to
purchase 70,436 shares of Common Stock at an exercise price of $6.65 per share.
As a result of this warrant exercise, the Company received net proceeds of
$468,399. The remaining unexercised warrants expired on April 15, 1996.
 
     On May 6, 1996, the Company's stockholders approved a 1 for 1.4 reverse
stock split of the Company's Common Stock, which became effective on May 20,
1996. All references in the accompanying financial statements to the number of
shares of Common Stock and per-share amounts have been restated to reflect the
split.
 
     On May 21, 1996, the Company issued 3,000,000 shares of Common Stock in the
IPO, which generated net proceeds of approximately $30,700,000.
 
                                      F-14
<PAGE>   68
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
13.  COMMON STOCK OPTIONS
 
     The Company has adopted Stock Option Plans (the "Option Plans") under which
2,622,821 shares of Common Stock were reserved for issuance upon exercise of
options granted to employees, officers and consultants of the Company. The
Option Plans provide for grants of stock options to employees (including
officers and employee directors), directors and consultants of the Company. The
Option Plans were previously administered by the Board of Directors and
presently are being administered by the Compensation Committee, which determines
recipients and types of awards to be granted, including the exercise price,
number of shares subject to the award and the exercisability thereof. The terms
of stock options granted under the Option Plans may not exceed ten years. The
exercise price of options granted under the Option Plans, as determined by the
Compensation Committee, approximates fair value. The Company does not intend to
grant further options under these Option Plans.
 
     The Company has also granted 162,761 options to purchase Common Stock to
outside consultants.
 
     In March 1996, the Company adopted the Digene Corporation Omnibus Plan (the
"Omnibus Plan"). Pursuant to the Omnibus Plan, officers or other employees of
the Company may receive options to purchase Common Stock. The Omnibus Plan is
administered by the Compensation Committee. 2,000,000 shares have been reserved
for issuance under the Omnibus Plan.
 
     In October 1996, the Company adopted the Digene Corporation Directors'
Stock Option Plan (the "Directors' Plan"). Pursuant to the Directors' Plan,
directors of the Company may receive options to purchase Common Stock. The
Directors' Plan is administered by the Board of Directors. 500,000 shares have
been reserved for issuance under the Directors' Plan.
 
     Common stock options activity is as follows:
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED JUNE 30,
                                    --------------------------------------------------------------------------
                                             1995                      1996                      1997
                                    ----------------------    ----------------------    ----------------------
                                                 WEIGHTED-                 WEIGHTED-                 WEIGHTED-
                                                  AVERAGE                   AVERAGE                   AVERAGE
                                                 EXERCISE                  EXERCISE                  EXERCISE
                                     SHARES        PRICE       SHARES        PRICE       SHARES        PRICE
                                    ---------    ---------    ---------    ---------    ---------    ---------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>
Outstanding at beginning of
  year...........................   1,778,313      $1.08      1,753,211      $1.19      2,660,582     $  4.14
Options granted..................      57,372       4.20        987,033       8.86        460,000       10.14
Options exercised................         (18)       .70        (40,510)       .55       (275,825)        .52
Options canceled or expired......     (82,456)      2.79        (39,152)      2.30        (32,424)       8.66
                                    ---------                 ---------                 ---------
Outstanding at end of year.......   1,753,211       1.19      2,660,582       4.14      2,812,333        5.43
                                     ========                  ========                  ========
Options exercisable at
  year-end.......................   1,133,926      $1.77      1,393,787      $1.88      1,288,218     $  2.53
                                     ========                  ========                  ========
</TABLE>
 
                                      F-15
<PAGE>   69
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
13.  COMMON STOCK OPTIONS (CONTINUED)
     The following table summarizes information about fixed-price stock options
outstanding at June 30, 1997:
 
<TABLE>
<CAPTION>
                                                    OPTIONS OUTSTANDING                    OPTIONS EXERCISABLE
                                         ------------------------------------------    ---------------------------
                                             NUMBER          AVERAGE      WEIGHTED-        NUMBER        WEIGHTED-
                                          OUTSTANDING       REMAINING      AVERAGE      EXERCISABLE       AVERAGE
               RANGE OF                   AT JUNE 30,      CONTRACTUAL    EXERCISE      AT JUNE 30,      EXERCISE
           EXERCISE PRICES                    1997            LIFE          PRICE           1997           PRICE
- --------------------------------------   --------------    -----------    ---------    --------------    ---------
<S>                                      <C>               <C>            <C>          <C>               <C>
$ 0.00 - $ 2.00.......................        880,292          3.57         $0.79           866,597       $  0.78
$ 2.01 - $ 5.00.......................        533,946          5.95          2.40           389,343          2.26
$ 5.01 - $ 8.00.......................        139,753          9.14          6.19            25,612          5.83
$ 8.01 - $11.00.......................      1,124,342          8.83          9.50             6,666         10.00
$11.01 - $13.25.......................        134,000          9.55         13.25                --            --
                                         --------------                   ---------    --------------    ---------
                                            2,812,333                       $5.43         1,288,218       $  2.53
                                          ===========                     =======        ==========       =======
</TABLE>
 
     During fiscal 1997, the Company adopted the disclosure-only provisions of
SFAS No. 123. Had compensation cost for the Company's stock option plans been
determined based upon the fair value at the grant date for awards under the
plans consistent with the methodology prescribed under SFAS No. 123, the
Company's net loss in fiscal 1996 and 1997 would have been approximately
$3,607,000 and $7,594,000, or $1.78 per share and $0.67 per share, respectively.
The effect of applying SFAS No. 123 on 1996 and 1997 pro forma net loss as
stated above is not necessarily representative of the effects on reported net
loss for future years due to, among other things, (1) the vesting period of the
stock options and the (2) fair value of additional stock options in future
years.
 
     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing fair value model with the following
weighted-average assumptions used for grants in 1996: dividend yield of 0%;
expected volatility of 73%; risk-free interest rate of 5.875%; and expected life
of the option term of 6.6 years. The fair value of each option grant is
estimated on the date of grant using the Black-Sholes option-pricing fair value
model with the following weighted-average assumptions used for grants in 1997:
dividend yield of 0%; expected volatility of 73%; risk-free interest rate of
6.5%; and expected life of the option term of 6.6 years. The weighted average
fair values of the options granted in 1996 with a stock price equal to the
exercise price is $9.20 and with a stock price less than the exercise price is
$10.29. The weighted average fair values of the options granted in 1997 with a
stock price greater than the exercise price is $5.88, with a stock price equal
to the exercise price is $10.08 and with a stock price less than the exercise
price is $11.50.
 
14.  RETIREMENT PLAN
 
     Effective January 1, 1994, the Company adopted a 401(k) Profit Sharing Plan
(the "Plan"). The Plan, which covers all employees who have completed six months
of service, stipulates that employees may elect an amount between 1% and 15% of
their total compensation to contribute to the Plan. Employee contributions are
subject to Internal Revenue Service limitations. All employees who have
completed 1,000 hours of service during the plan year and are employed by the
Company on the last day of the plan year are eligible to share in discretionary
Company contributions. Employees vest in employer contributions over five years.
No contributions were made by the Company during the years ended June 30, 1995,
1996 and 1997.
 
15.  OTHER COMMITMENTS
 
     The Company's access to various probes, diagnostic techniques and a key
product component were acquired under agreements requiring the Company to pay
future royalties which are based on an aggregate of 3% of applicable future
gross sales. During fiscal 1995, 1996 and 1997, total royalties amounted to
$124,701, $324,925, and $396,665 respectively.
 
                                      F-16
<PAGE>   70
 
                               DIGENE CORPORATION
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
16.  SUBSEQUENT EVENTS
 
     In August 1997, the Company and Murex entered into a Distribution
Agreement, whereby the Company granted to Murex the exclusive right to
distribute the Company's HIV RNA Hybrid Capture II, CMV DNA, and HBV DNA Hybrid
Capture II assays in specified countries in Europe, Africa, Asia and the Middle
East.
 
                                      F-17
<PAGE>   71
 
   
     No dealer, salesperson or any other person has been authorized to give any
information or make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Underwriters. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby to anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date of this
Prospectus.
    
 
                          ---------------------------
 
                               Table of Contents
 
<TABLE>
<CAPTION>
                                             PAGE
                                             ----
<S>                                          <C>
Prospectus Summary........................     3
Risk Factors..............................     6
Use of Proceeds...........................    17
Dividend Policy...........................    17
Price Range of Common Stock...............    17
Capitalization............................    18
Dilution..................................    19
Selected Consolidated Financial Data......    20
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations..............................    21
Business..................................    25
Management................................    46
Principal and Selling Stockholders........    48
Shares Eligible for Future Sale...........    49
Underwriting..............................    50
Legal Matters.............................    51
Experts...................................    51
Available Information.....................    51
Incorporation of Certain Documents by
  Reference...............................    52
Index to Consolidated Financial
  Statements..............................   F-1
</TABLE>
 
                               2,500,000 SHARES
                                      
                                [DIGENE LOGO]
                                 COMMON STOCK
                                      
                         ---------------------------
                                  PROSPECTUS
                                          , 1997
                         ---------------------------
                                UBS SECURITIES
                                      
                            MONTGOMERY SECURITIES
<PAGE>   72
 
                                    PART II
 
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following table sets forth the estimated amount of various expenses in
connection with the sale and distribution of the securities being registered:
 
<TABLE>
        <S>                                                                  <C>
        SEC registration fee..............................................   $ 12,034
        NASD filing fee...................................................      4,472
        Nasdaq National Market listing fee................................     17,500
        Transfer agent's fee and expenses*................................      7,000*
        Accounting fees and expenses*.....................................     40,000*
        Legal fees and expenses*..........................................    160,000*
        "Blue Sky" fees and expenses (including legal fees)*..............      1,000*
        Costs of printing and engraving*..................................    100,000*
        Miscellaneous*....................................................      7,994*
                                                                             --------
             Total*.......................................................   $350,000*
                                                                             ========
</TABLE>
 
        -----------------------
        * Estimated
 
     The Company will bear all expenses above.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Company's Amended and Restated Certificate of Incorporation provides
that the Company shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as amended from time to time
("Section 145"), indemnify all persons whom it may indemnify pursuant thereto.
In addition, the Company's Amended and Restated Certificate of Incorporation
eliminates personal liability of its directors to the fullest extent permitted
by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
amended from time to time ("Section 102(b)(7)").
 
     Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
(including attorneys' fees) actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant officers or directors are fairly
and reasonably entitled to indemnification for such expenses despite such
adjudication of liability.
 
     Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.
 
                                      II-1
<PAGE>   73
 
     The Underwriting Agreement (to be filed as Exhibit 1.1 to an amendment to
this Registration Statement) provides that the Underwriters severally and not
jointly will indemnify and hold harmless the Company and each director, officer
or controlling person of the Company from and against any liability caused by
any statement or omission in the Registration Statement or Prospectus based upon
information furnished to the Company by the Underwriters for use therein.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                        DESCRIPTION
- ------    ------------------------------------------------------------------------------------
<C>       <S>
  1.1     Form of Underwriting Agreement
  3.1     Amended and Restated Certificate of Incorporation (Incorporated by reference to
          Exhibit 3.1 to the Company's Registration Statement on Form S-1 (file No.
          333-2968)).
  3.2     Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (file no. 333-2968)).
  4.1     Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
          Company's Registration Statement on Form S-1 (File No. 333-2968)).
  5.1     Opinion of Ballard Spahr Andrews & Ingersoll
 10.1     Employment Agreement dated as of July 11, 1997 between the Company and William J.
          Payne**
 10.2     Distribution Agreement dated August 1, 1997 between the Company and Murex
          Diagnostics Corporation**
 11.1     Statement Re: Computation of Per Share Loss**
 23.1     Consent of Ernst & Young LLP
 23.2     Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1)
 24.1     Power of Attorney (included on signature page)**
 27.1     Financial Data Schedule**
</TABLE>
    
 
- ---------------
   
** Previously filed.
    
 
     (b) Financial Statement Schedules
       Schedule 1 -- Valuation and Qualifying Accounts and Reserves
 
ITEM 17. UNDERTAKINGS
 
     The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
 
                                      II-2
<PAGE>   74
 
     The undersigned registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this registration statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective; and
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-3
<PAGE>   75
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beltsville, State of Maryland, on October 8,
1997.
    
 
                                          DIGENE CORPORATION
 
                                          By           /s/ EVAN JONES
                                            ------------------------------------
                                                         EVAN JONES
                                                  CHIEF EXECUTIVE OFFICER
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
 
   
<TABLE>
<CAPTION>
                SIGNATURE                                 TITLE                       DATE
- ------------------------------------------    ------------------------------    ----------------
<C>                                           <S>                               <C>
              /s/ EVAN JONES                  President, Chief Executive         October 8, 1997
- ------------------------------------------    Officer and Chairman
                EVAN JONES                    (principal executive officer)
                                              Executive Vice President,          October 8, 1997
        /s/ CHARLES M. FLEISCHMAN*            Chief Operating Officer, Chief
- ------------------------------------------    Financial Officer and Director
          CHARLES M. FLEISCHMAN               (principal financial officer)
 
         /s/ JOSEPH P. SLATTERY*              Controller (principal              October 8, 1997
- ------------------------------------------    accounting officer)
            JOSEPH P. SLATTERY
 
          /s/ JOHN J. WHITEHEAD*              Director                           October 8, 1997
- ------------------------------------------
            JOHN J. WHITEHEAD
 
         /s/ JOSEPH M. MIGLIARA*              Director                           October 8, 1997
- ------------------------------------------
            JOSEPH M. MIGLIARA
 
         /s/ WAYNE T. HOCKMEYER*              Director                           October 8, 1997
- ------------------------------------------
            WAYNE T. HOCKMEYER
 
           /s/ JOHN H. LANDON*                Director                           October 8, 1997
- ------------------------------------------
              JOHN H. LANDON
 
           *By: /s/ EVAN JONES
- ------------------------------------------
                EVAN JONES
             ATTORNEY-IN-FACT
</TABLE>
    
 
                                      II-4
<PAGE>   76
 
           SCHEDULE I--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (IN THOUSANDS)
 
              DIGENE CORPORATION
 
<TABLE>
<CAPTION>
                                                     BALANCE AT
                                                    BEGINNING OF                                BALANCE AT
                 CLASSIFICATION                        PERIOD       ADDITIONS    DEDUCTIONS    END OF PERIOD
- -------------------------------------------------   ------------    ---------    ----------    -------------
<S>                                                 <C>             <C>          <C>           <C>
Allowance for doubtful accounts:
     Year ended June 30, 1995....................       $ 55          $  15        $  (19)(1)      $  51
     Year ended June 30, 1996....................         51             10            --             61
     Year ended June 30, 1997....................         61             --            --             61

Reserve for inventory obsolescence:
     Year ended June 30, 1995....................       $200          $  63        $ (128)(2)      $ 135
     Year ended June 30, 1996....................        135            115            --            250
     Year ended June 30, 1997....................        250             89            --            339
</TABLE>
 
- ---------------
(1) Write off of accounts receivable
 
(2) Write off of obsolete inventory
 
                                       S-1
<PAGE>   77
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Digene Corporation
 
   
     We have audited the consolidated financial statements of Digene Corporation
as of June 30, 1996 and 1997 and for each of the three years in the period ended
June 30, 1997 and have issued our report thereon dated August 15, 1997 (included
elsewhere in this Registration Statement). Our audits also included the
financial statement schedule listed in Item 16(b) of this Registration
Statement. The schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
    
 
   
     In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
    
 
                                                           /s/ Ernst & Young LLP
 
Vienna, Virginia
August 15, 1997
 
                                       S-2
<PAGE>   78
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                        DESCRIPTION
- ------    ------------------------------------------------------------------------------------
<C>       <S>
  1.1     Form of Underwriting Agreement
  3.1     Amended and Restated Certificate of Incorporation (Incorporated by reference to
          Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-2968))
  3.2     Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (File No. 333-2968))
  4.1     Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
          Company's Registration Statement on Form S-1 (File No. 333-2968))
  5.1     Opinion of Ballard Spahr Andrews & Ingersoll
 10.1     Employment Agreement dated as of July 11, 1997 between the Company and William J.
          Payne**
 10.2     Distribution Agreement dated August 1, 1997 between the Company and Murex
          Diagnostics Corporation**
 11.1     Statement Re: Computation of Per Share Loss**
 23.1     Consent of Ernst & Young LLP
 23.2     Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1)
 24.1     Power of Attorney (included on signature page)**
 27.1     Financial Data Schedule**
</TABLE>
    
 
- ---------------
 
   
** Previously filed.
    

<PAGE>   1
                                                                     EXHIBIT 1.1


                                2,500,000 Shares

                               DIGENE CORPORATION

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                            September [  ], 1997



UBS Securities LLC
NationsBanc Montgomery Securities, Inc.
  As Representatives of the Several Underwriters
  named in Schedule A hereto
c/o UBS Securities LLC
299 Park Avenue
New York, NY  10171

Ladies and Gentlemen:

                 Digene Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell 2,000,000 shares of its authorized but unissued
common stock, $0.01 par value per share (the "Common Stock"), to the several
underwriters listed on Schedule A hereto (collectively, the "Underwriters").
In addition, Armonk Partners, a Connecticut partnership and a stockholder of
the Company (the "Selling Securityholder"), proposes to sell an aggregate of
500,000 shares of the Company's authorized and outstanding Common Stock to the
Underwriters.  The 2,000,000 shares of Common Stock of the Company to be sold
by the Company are hereinafter called the "Company Shares" and the 500,000
shares of Common Stock to be sold by the Selling Securityholder are hereinafter
called the "Selling Securityholder Shares."  The Company Shares and the Selling
Securityholder Shares are hereinafter collectively referred to as the "Firm
Shares."  The Selling Securityholder also proposes to grant to the Underwriters
an option to purchase up to 375,000 additional shares of the Company's Common
Stock (the "Option Shares") on the terms and for the purposes set forth in
Section 2(c).  The Firm Shares and the Option Shares are hereinafter
collectively referred to as the "Shares."

                 The Company and the Selling Securityholder wish to confirm as
follows their agreements with you (the "Representatives") and the other
Underwriters on whose behalf you are acting in connection with the several
purchases by the Underwriters of the Shares.

I.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
         SECURITYHOLDER.

         A.      The Company and the Selling Securityholder hereby represents 
and warrants to and agrees with each Underwriter as follows:

                 1.       A registration statement on Form S-3 (File No.
333-35463) including a prospectus relating to the Shares, and each amendment
thereto, has been prepared by the Company in conformity in all material
respects with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder, and has been
filed with the Commission; and such abbreviated registration statements
pursuant to Rule 462(b) of the Rules and Regulations as may have been required
prior to the date hereof (each an "Abbreviated Registration Statement") have
been similarly prepared and filed with the Commission; and the Company will
file such additional amendments to such registration statement including a
prospectus relating to the Shares and such Abbreviated Registration Statements
as may hereinafter be required.  Copies of such registration statement
including a prospectus relating to the Shares, and each amendment thereto, and 
of any Abbreviated Registration Statements have been delivered to you in such
quantities as you have requested for each of the Underwriters.  If such
registration statement has not been declared effective, a further amendment to

<PAGE>   2
such registration statement, including a form of final prospectus, necessary to
permit such registration statement to be declared effective will be filed
promptly by the Company with the Commission.  If such registration statement
has been declared effective, a final prospectus containing all Rule 430A
Information (as hereinafter defined), or, if UBS Securities LLC, on behalf of
the several Underwriters, shall agree to the utilization of Rule 434 of the
Rules and Regulations, a term sheet including the information required pursuant
to Rule 434 of the Rules and Regulations will be filed by the Company with the
Commission in accordance with Rule 424(b) of the Rules and Regulations on or
before the time prescribed by the Rules and Regulations.

                 The term "Registration Statement" as used in this Agreement
shall mean such registration statement (including all exhibits, schedules and
consolidated financial statements and all documents incorporated by reference
therein) at the time such registration statement becomes or became effective
and, in the event any post-effective amendment thereto becomes effective prior
to the Closing Date (as hereinafter defined), shall also mean such registration
statement as so amended; provided, however, that such term shall include all
Rule 430A Information deemed to be included in such registration statement at
the time such registration statement becomes effective as provided by Rule 430A
of the Rules and Regulations, shall include the information deemed to be a part
of the Registration Statement as of the time it became effective pursuant to
Rule 434(d) of the Rules and Regulations, and shall also mean any Abbreviated
Registration Statement filed with respect to the Shares.  The term "Preliminary
Prospectus" shall mean any prospectus referred to in the preceding paragraph
and any preliminary prospectus included in the Registration Statement at the
time it becomes effective that omits Rule 430A Information.  The term
"Prospectus" as used in this Agreement shall mean the prospectus relating to
the Shares in the form in which it is first filed with the Commission pursuant
to Rule 424(b) of the Rules and Regulations or, if no filing is required, shall
mean the form of final prospectus included in the Registration Statement at the
time such registration statement becomes effective.  The term "Rule 430A
Information" means information with respect to the Shares and the offering
thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A of the Rules and Regulations.  The term
"Offering Memorandum" as used in this Agreement shall mean the Offering
Memorandum consisting of the Prospectus and a Canadian wrap-around used in
connection with the offering of the Shares in Canada.

                 2.       The Company has not received, and has no notice of,
any stop order suspending the effectiveness of the Registration Statement or
any order preventing or suspending the use of any Preliminary Prospectus, or
instituted proceedings for that purpose, and each Preliminary Prospectus, at
the time of filing thereof, conformed in all material respects to the
requirements of the Act and the Rules and Regulations and, as of its date, did
not include any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  When the
Registration Statement became or becomes, as the case may be, effective (the
"Effective Date") and at all times subsequent thereto up to and at the Closing
Date, any later date on which Option Shares are to be purchased (the "Option
Closing Date") and when any post-effective amendment to the Registration
Statement becomes effective or any amendment or supplement to the Prospectus is
filed with the Commission, (i) the Registration Statement and Prospectus, and
any amendments or supplements thereto, contained and will contain all material
information required to be included therein by, and will comply in all material
respects with the requirements of, the Act and the Rules and Regulations, and
(ii) neither the Registration Statement nor the Prospectus, nor any amendment
or supplement thereto, will include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.  The foregoing representations and
warranties in this Section I.A.2 do not apply to any statements or omissions
made in reliance on and in conformity with the information contained in the
first, third, fifth, seventh, eighth or ninth paragraphs of the section of the
Prospectus entitled "Underwriting" and the information in the last paragraph on
the front cover page of the Prospectus or to statements in or omissions from
the Registration Statement, the Offering Memorandum or the Prospectus made in
reliance upon and in conformity with information furnished to the Company in
writing by any Underwriter through the Representatives expressly for use in the
Registration Statement, the Offering Memorandum or the Prospectus.  The Company
has not distributed any offering material in connection with the offering or
sale of the Shares other than the Registration





                                       2
<PAGE>   3
Statement, the Preliminary Prospectus, the Prospectus, the Offering Memorandum
or any other materials, if any, permitted by the Act or the Rules and
Regulations.

                 3.       The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with full corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Registration Statement
and the Offering Memorandum.  The Company is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the
ownership or leasing of its properties or the conduct of its business requires
such qualification, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the business, business
prospects, properties, operations, condition (financial or otherwise) or
results of operations of the Company and its Subsidiaries (as hereinafter
defined) taken as a whole (a "Material Adverse Effect").  The Company has no
Subsidiaries (as defined in the Rules and Regulations) other than Digene do
Brasil Ltda, a corporation organized under the laws of Brazil ("Digene
Brasil"), and Digene Europe, Inc., a Delaware corporation (collectively, the
"Subsidiaries").  The Company owns sixty percent (60%) of the outstanding
capital stock of Digene Brasil and one hundred percent (100%) of the
outstanding capital stock of Digene Europe, Inc.  Other than the Subsidiaries,
the Company does not own, directly or indirectly, any shares of stock or any
other equity or long-term debt securities of any corporation or have any equity
interest in any firm, partnership, joint venture, association or other entity.
Complete and correct copies of the certificates of incorporation and of the
bylaws (or similar organizational documents) of the Company and the
Subsidiaries and all amendments thereto have been delivered to the
Representatives, and except as set forth in the exhibits to the Registration
Statement no changes therein will be made subsequent to the date hereof and
prior to the Closing Date or, if later, the Option Closing Date.  Each
Subsidiary has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its incorporation, with
full corporate power and authority to own, lease and operate its properties and
to conduct its business described in the Registration Statement.  Each
Subsidiary is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction where the ownership or leasing of its
properties or the conduct of its business requires such qualification, except
where the failure to so qualify would not have a Material Adverse Effect.  All
of the outstanding shares of capital stock of each of the Subsidiaries have
been duly authorized and validly issued and are fully paid and non-assessable,
and have been issued in compliance with all federal and state securities laws,
were not issued in violation of or subject to any preemptive right, co-sale
right, registration right, resale right, right of first refusal or similar
right.  All shares of capital stock of each of the Subsidiaries which are owned
by the Company or another of the Subsidiaries are free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest.  No options
or warrants to purchase, or any preemptive rights or other rights to subscribe
for or to purchase, any securities or obligations convertible into, or any
contracts or commitments to issue or sell, shares of its capital stock or any
such options, rights, convertible securities or obligations in any of the
Subsidiaries are outstanding.

                 4.       The Company has full power and authority (corporate
and otherwise) to enter into this Agreement and to perform the transactions
contemplated hereby.  This Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement on the part of
the Company, enforceable against the Company in accordance with its terms,
except as rights to indemnification hereunder may be limited by applicable
laws, equitable principles or public policy and except as enforcement hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors' rights generally or
by general equitable principles.  Neither the Company nor any Subsidiary is (i)
in violation of its certificate of incorporation or bylaws (or similar
organizational documents), or (ii) in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any bond,
debenture, note or other evidence of indebtedness, which default would have a
Material Adverse Effect, or (iii) in default in the performance or observance
of any contract, indenture, mortgage, loan agreement, joint venture or other
agreement or instrument to which it is a party or by which it or any of its
properties are bound, which default would have a Material Adverse Effect, or
(iv) in violation of any law, order, rule, regulation, writ, injunction,
judgment or decree of any court or governmental agency or body to which the





                                       3
<PAGE>   4
Company or the Subsidiaries are subject, including, but not limited to, the
United States Food and Drug Administration (the "FDA").  The performance of
this Agreement by the Company and the consummation by the Company of the
transactions herein contemplated will not result in a breach or violation of
any of the terms and provisions of, or constitute a default under, (i) the
certificate of incorporation or bylaws (or similar organizational documents) of
the Company or any Subsidiary, or (ii) any indenture, mortgage, deed of trust,
loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, or any lease, contract or other agreement or instrument to which
the Company or any Subsidiary is a party or by which the Company's or any of
the Subsidiaries' properties are bound, which default would have a Material
Adverse Effect, or (iii) any law, order, rule, regulation, writ, injunction,
judgment or decree of any court or governmental agency or body to which the
Company or any Subsidiary is subject.  The Company is not required to obtain or
make (as the case may be) any consent, approval, authorization, order,
designation or declaration of or filing by or with any court or regulatory,
administrative or other governmental agency or body as a requirement for the
consummation by the Company of the transactions herein contemplated, except
such as may be required under the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), state securities or blue sky ("Blue Sky") laws,
the rules and regulations of the National Association of Securities Dealers,
Inc. (the "NASD") or under applicable Canadian securities laws.

                 5.       All outstanding shares of capital stock of the
Company (including the Selling Securityholder Shares) have been duly authorized
and validly issued and are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and were not issued in
violation of or subject to any preemptive right, resale right, right of first
refusal or similar right. The authorized and outstanding capital stock of the
Company conforms in all material respects to the description thereof contained
in the Registration Statement, the Offering Memorandum and the Prospectus (and
such description correctly states the substance of the provisions of the
instruments defining the capital stock of the Company).  The Company Shares to
be purchased from the Company hereunder have been duly authorized for issuance
and sale to the Underwriters pursuant to this Agreement and, when issued and
delivered by the Company against payment therefor in accordance with the terms
of this Agreement, will be duly and validly issued and fully paid and
nonassessable, and will be sold free and clear of any pledge, lien, security
interest, encumbrance, claim or equitable interest.  Except as set forth in the
Prospectus, no preemptive right, co-sale right, registration right, right of
first refusal or other similar rights of securityholders exists with respect to
any of the Shares, the issue and sale of the Shares to be issued and sold by
the Company, or the sale of the Selling Securityholder Shares other than those
that have been expressly waived prior to the date hereof.  With the exception
of the Selling Securityholder, no holder of securities of the Company has the
right to cause the Company to include such holder's securities in the
Registration Statement.  No further approval or authorization of any
securityholder, the Board of Directors or any duly appointed committee thereof
or others is required for the issuance and sale or transfer of the Shares,
except as may be required under the Act, the Exchange Act or foreign or state
securities or Blue Sky laws.  Except as disclosed in or contemplated by the
Prospectus and the Offering Memorandum, and the consolidated financial
statements and the related notes thereto included in the Prospectus and the
Offering Memorandum, the Company does not have outstanding any options or
warrants to purchase, or any preemptive rights or other rights to subscribe for
or to purchase, any securities or obligations convertible into, or any
contracts or commitments to issue or sell, shares of its capital stock or any
such options, rights, convertible securities or obligations.  The description
of the Company's stock option and other plans or arrangements, and the options
or other rights granted and exercised thereunder, set forth in the Prospectus
and the Offering Memorandum accurately and fairly presents the information
required to be shown with respect to such plans, arrangements, options and
rights.

                 6.       There is not pending or, to the best of the Company's
knowledge, threatened, any action, suit, claim, proceeding or investigation
against the Company or any Subsidiary or any of their respective officers or
any of their respective properties, assets or rights before any court or
governmental agency or body or otherwise which might result in a Material
Adverse Effect, have a material adverse effect on the Company's or any
Subsidiary's properties, assets or rights of the Company and its Subsidiaries
taken as a whole, prevent





                                       4
<PAGE>   5
consummation of the transactions contemplated hereby, or which is required to
be disclosed in the Registration Statement, the Offering Memorandum or
Prospectus and is not so disclosed.  There are no statutes, rules, regulations,
agreements, contracts, leases or documents that are required to be described in
the Prospectus and the Offering Memorandum, or to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations that have not
been accurately described in the Prospectus and the Offering Memorandum or
filed as exhibits to the Registration Statement.

                 7.       Ernst & Young LLP (the "Accountants"), who have
examined the consolidated financial statements of the Company, together with
the related schedules and notes thereto filed with the Commission as a part of
the Registration Statement, are independent public accountants within the
meaning of the Act and the Rules and Regulations.  The consolidated financial
statements of the Company, together with the related schedules and notes
thereto forming part of the Registration Statement, the Offering Memorandum and
the Prospectus, fairly present the financial position and the results of
operations of the Company at the respective dates and for the respective
periods to which they apply.  All consolidated financial statements, together
with the related schedules and notes, filed with the Commission as part of the
Registration Statement, the Offering Memorandum and the Prospectus have been
prepared in accordance with generally accepted accounting principles as in
effect in the United States consistently applied throughout the periods
involved ("GAAP") except as may be otherwise stated in the Registration
Statement, the Offering Memorandum and the Prospectus.  The selected and
summary consolidated financial and statistical data included in the
Registration Statement, the Offering Memorandum and the Prospectus present
fairly the information shown therein and have been compiled on a basis
consistent with the consolidated financial statements presented therein.  No
other consolidated financial statements or schedules are required by the Act or
the Rules and Regulations to be included in the Registration Statement and the
Offering Memorandum.

                 8.       Subsequent to the respective dates as of which
information is given in the Registration Statement, the Offering Memorandum and
the Prospectus, there has not been (i) any material adverse change in the
business, business prospects, properties, operations, condition (financial or
otherwise) or results of operations or any development which is likely to have
a Material Adverse Effect, (ii) any transaction which is material to the
Company and its Subsidiaries taken as a whole, except transactions in the
ordinary course of business, (iii) any obligation, direct or contingent, which
is material to the Company and its Subsidiaries taken as a whole, incurred by
the Company or its Subsidiaries, except obligations incurred in the ordinary
course of business, (iv) any change in the capital stock or outstanding
indebtedness of the Company or its Subsidiaries other than the exercise of
options which were outstanding prior to the date of the Prospectus, or (v) any
dividend or distribution of any kind declared, paid or made on the capital
stock of the Company or its Subsidiaries.  Neither the Company nor its
Subsidiaries has any material contingent obligation which is not disclosed in
the Registration Statement and the Offering Memorandum.

                 9.       Except as set forth in the Prospectus and the
Offering Memorandum, (i) the Company and each Subsidiary have good and
marketable title to all material properties and assets described in the
Prospectus and the Offering Memorandum as owned by them, free and clear of any
pledge, lien, security interest, charge, encumbrance, claim, equitable
interest, or restriction, (ii) the agreements described in the Prospectus and
the Offering Memorandum to which the Company or any Subsidiary is a party are
valid agreements, enforceable by and against the Company or such Subsidiary in
accordance with their terms, except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles, and, to the best of the Company's knowledge, the other contracting
party or parties thereto are not in material breach or default under any of
such agreements, and (iii) the Company and each Subsidiary have valid and
enforceable leases for the properties described in the Prospectus and the
Offering Memorandum as leased by them, and such leases conform in all material
respects to the description thereof, if any, set forth in the Registration
Statement.  Except as set forth in the Registration Statement, the Offering
Memorandum and Prospectus, the Company and





                                       5
<PAGE>   6
the Subsidiaries own or lease all such properties as are necessary to their
operations as now conducted or as proposed to be conducted in the foreseeable
future.

                 10.  The Company and each Subsidiary now hold and at the
Closing Date and any later Option Closing Date, as the case may be, will hold,
all licenses, certificates, approvals and permits from all state, United
States, foreign and other regulatory authorities, including, but not limited
to, the FDA and any foreign regulatory authorities performing functions similar
to those performed by the FDA, that are material to the conduct of the business
of the Company and the Subsidiaries taken as a whole, except for such licenses,
consents, certificates, orders, approvals and permits the failure of which to
hold would not have a Material Adverse Effect, all of which are valid and in
full force and effect (and there is no proceeding pending or, to the best
knowledge of the Company, threatened which may cause any such license, consent,
certificate, order, approval or permit to be withdrawn, cancelled, suspended or
not renewed).  All of the descriptions in the Registration Statement, the
Offering Memorandum and Prospectus of the legal and governmental proceedings by
or before the FDA or any foreign, state or local government body exercising
comparable authority are true, complete and accurate in all material respects.
The Company and each of its Subsidiaries is in compliance in all material
respects will all applicable FDA, state and local, rules, regulations,
guidelines and policies, including, without limitation, applicable FDA, state
and local rules, regulations and policies relating to Quality Systems
Regulations.

                 11.      The Company and each Subsidiary have filed on a
timely basis all necessary federal, state and foreign income, franchise and
other tax returns and has paid all taxes shown thereon as due, and the Company
has no knowledge of any tax deficiency which has been or might be asserted
against the Company or any Subsidiary which might have a Material Adverse
Effect.  All tax liabilities are adequately provided for within the
consolidated financial statements of the Company.

                 12.      The Company and its Subsidiaries maintain insurance
with insurers of recognized financial responsibility of the types and in the
amounts adequate for their businesses and consistent with insurance coverage
maintained by similar companies in similar businesses, including, but not
limited to, insurance covering clinical trial liability, product liability and
real and personal property owned or leased against theft, damage, destruction,
acts of vandalism and all other risks customarily insured against, all of which
insurance is in full force and effect.

                 13.      Neither the Company nor its Subsidiaries are involved
in any labor dispute or disturbance nor, to the best knowledge of the Company,
is any such dispute or disturbance threatened.  No collective bargaining
agreement exists with any employees of the Company or any Subsidiary and, to
the best knowledge of the Company, no such agreement is imminent.

                 14.      The Company and each Subsidiary own or possess valid
and enforceable licenses or other rights to use all patents, patent
applications, patent rights, inventions, trademarks, trademark applications,
service marks, service mark applications, tradenames, copyrights, manufacturing
processes, formulae, trade secrets, know-how, franchises, and other material
intangible property and assets (collectively, "Intellectual Property") used in
the conduct of their businesses as currently conducted and as proposed to be
conducted as described in the Prospectus and the Offering Memorandum, except as
set forth therein.  Neither the Company nor any Subsidiary has any knowledge
that it lacks or will be unable to obtain or retain any rights or licenses to
use any of the Intellectual Property necessary to conduct the business now
conducted or proposed to be conducted by it as described in the Prospectus,
except as described in the Prospectus and the Offering Memorandum.  To the best
knowledge of the Company, none of the patents owned by the Company or any
Subsidiary are unenforceable or invalid except where such unenforceability or
invalidity would not have a Material Adverse Effect.  Neither the Company nor
any Subsidiary has received any notice of, and the Company has no knowledge of,
any infringement or conflict with asserted rights or claims of others with
respect to any Intellectual Property or any of the Company's or any
Subsidiary's products, processes or





                                       6
<PAGE>   7
technologies which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, might have a Material Adverse Effect.
Neither the Company nor any Subsidiary has received any notice of, and the
Company has no knowledge of, any infringement of or conflict with asserted
rights of the Company by others with respect to any Intellectual Property.
The Company and each Subsidiary have duly and properly filed or caused to be
filed with the United States Patent and Trademark Office (the "PTO") and
applicable foreign and international patent authorities all patent applications
described or referred to in the Prospectus, and the Company believes it has
complied in all material respects with the PTO's duty of candor and disclosure
for each of the United States patent applications described or referred to in
the Prospectus and the Offering Memorandum.  The Company has no knowledge of
any facts which would preclude the grant of a patent from each of the patent
applications described or referred to in the Prospectus and the Offering
Memorandum.  The Company and each Subsidiary have clear title to their patents
and patent applications described or referred to in the Prospectus and the
Offering Memorandum, free and clear of any pledges, liens, security interests,
charges, encumbrances, claims, equitable interests, or restrictions.  The
Prospectus fairly and accurately describes in all material respects the
Company's and each Subsidiary's rights with respect to the Intellectual
Property.

                 15.      The Company has in the past conducted, is not and
will not invest the proceeds in a manner which will result in the Company being
required to be qualified as, an "investment company," or a "promoter" or
"principal underwriter" for a registered investment company, as such terms are
defined in the Investment Company Act of 1940, as amended.

                 16.      Neither the Company nor any of its Subsidiaries have
incurred any liability for a fee, commission, or other compensation on account
of the employment of a broker or finder in connection with the transactions
contemplated by this Agreement other than the underwriting discounts and
commissions contemplated hereby.

                 17.      The Company and each of its Subsidiaries is (i) in
compliance with any and all applicable United States, state and local
environmental laws, rules, regulations, treaties, statutes and codes
promulgated by any and all governmental authorities relating to the protection
of human health and safety, the environment or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), (ii) has received all
permits, licenses or other approvals required of it under applicable
Environmental Laws to conduct its business as currently conducted, and (iii) is
in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permit licenses or other approvals would not, singly or in the
aggregate, have a Material Adverse Effect.  No action, proceeding, revocation
proceeding, writ, injunction or claim is pending or threatened relating to the
Environmental Laws or to the Company's or its Subsidiaries' activities
involving Hazardous Materials.  "Hazardous Materials" means any material or
substance (i) that is prohibited or regulated by any environmental law, rule,
regulation, order, treaty, statute or code promulgated by any governmental
authority, or any amendment or modification thereto, or (ii) that has been
designated or regulated by any governmental authority as radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.
The Company and the Subsidiaries have not engaged in the generation, use,
manufacture, transportation or storage of any Hazardous Materials on any of the
Company's or its Subsidiaries' properties or former properties, except where
such use, manufacture, transportation or storage is in compliance with
Environmental Laws.  No Hazardous Materials have been treated or disposed of on
any of the Company's or its Subsidiaries' properties or on properties formerly
owned or leased by the Company or its Subsidiaries during the time of such
ownership or lease, except in compliance with Environmental Laws. No spills,
discharges, releases, deposits, emplacements, leaks or disposal of any
Hazardous Materials have occurred on or under or have emanated from any of the
Company's or its Subsidiaries' properties or former properties during the time
of the Company's or its Subsidiaries' ownership or lease thereof and the
Company is not aware of any spills, discharges, releases, deposits,
emplacements, leaks or disposal of any Hazardous Materials that have occurred
on or under or have emanated from any of the Company's or its Subsidiaries'
properties or former properties prior to the Company's or its Subsidiaries'
ownership or lease thereof.





                                       7
<PAGE>   8
                 18.      Neither the Company nor any of its Subsidiaries has
at any time during the last five years (i) made any unlawful contribution to
any candidate for foreign office, or failed to disclose fully any contribution
in violation of law, or (ii) made any payment to any foreign, United States or
state governmental officer or official, or other person charged with similar
public or quasi-public duties, other than payments required or not prohibited
by the laws of the United States.

                 19.      The Common Stock is registered pursuant to Section
12(g) of the Exchange Act.  The Shares (including the Selling Securityholder
Shares) have been duly authorized for quotation on The Nasdaq Stock Market,
Inc. Automated Quotation National Market System (the "Nasdaq National Market").
The Company has taken no action designed to terminate, or likely to have the
effect of terminating, the registration of the Common Stock under the Exchange
Act or delisting the Common Stock from the Nasdaq National Market, nor has the
Company received any notification that the Commission or the Nasdaq National
Market is contemplating terminating such registration or quotation.

                 20.      Neither the Company nor any of its Subsidiaries nor,
to the Company's best knowledge, any of their respective officers, directors or
affiliates has taken, and at the Closing Date and at any later Option Closing
Date, neither the Company nor any of its Subsidiaries nor, to the Company's
best knowledge, any of their respective officers, directors or affiliates will
have taken, directly or indirectly, any action which has constituted, or might
reasonably be expected to constitute, the stabilization or manipulation of the
price of sale or resale of the Shares.

                 21.      The Company has obtained agreements from each officer
and director, the Selling Securityholder and each other beneficial owner of the
Company's Common Stock listed on Schedule B to this Agreement providing that
such person will not, for a period of 90 days after the date of the Prospectus
(the "Lock-up Period"), without the prior written consent of UBS Securities
LLC, directly or indirectly, offer to sell, sell, hypothecate, contract to
sell, grant any option to purchase, or otherwise dispose of or transfer
(collectively, a "Disposition") any shares of Common Stock beneficially owned
as of the date such lockup agreement was executed (including, without
limitation, shares of Common Stock which may be deemed to be beneficially owned
in accordance with the Rules and Regulations and shares of Common Stock which
may be issued upon exercise of a stock option or warrant) or any securities
convertible into or exercisable or exchangeable for such Common Stock except,
(a) by operation of law, or (b) pursuant to a bona fide gift to any person or
other entity which agrees in writing to be bound by this restriction.
Furthermore, such person has also agreed and consented to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
the shares of Common Stock held by such person except in compliance with this
restriction.  The Company has provided to counsel for the Underwriters a
complete and accurate list of all securityholders of the Company and the number
and type of securities held by each securityholder.  The Company has provided
to counsel for the Underwriters true, accurate and complete copies of all of
the agreements pursuant to which its officers, directors and securityholders
have agreed to such or similar restrictions (the "Lock-up Agreements")
presently in effect or effected hereby.  The Company hereby represents and
warrants that it will not release any of its officers, directors or other
securityholders from any Lock-up Agreements currently existing or hereafter
effected without the prior written consent of UBS Securities LLC.

                 22.      The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of
consolidated financial statements in conformity with GAAP and to maintain
accountability for assets, (iii) access to assets is permitted only in
accordance with management's general or specific authorization, and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.





                                       8
<PAGE>   9
                 23.      There are no outstanding loans, advances (except
normal advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by the Company or any of its Subsidiaries to or for
the benefit of any of the officers or directors of the Company or any of its
Subsidiaries or any of the members of the families of any of them that are
required to be disclosed in the Registration Statement, the Offering Memorandum
and the Prospectus that are not so disclosed.

                 24.      The Company and its Subsidiaries have complied with
all provisions of Section 517.075, Florida Statutes relating to doing business
with the Government of Cuba or with any person or affiliate located in Cuba.

                 25.      The Company has timely and properly filed with the
Commission all reports and other documents required to have been filed by it
with the Commission pursuant to the Act, the Exchange Act and the Rules and
Regulations.  True and complete copies of all such reports and other documents
have been delivered to you or your counsel.

         B.      The Selling Securityholder represents and warrants to and
agrees with each Underwriter and the Company that:

                 1.       The Selling Securityholder now has and on the Closing
Date and the Option Closing Date, if applicable, will have valid marketable
title to the shares of Common Stock to be sold by the Selling Securityholder on
such date, free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest other than pursuant to this Agreement; the Selling
Securityholder has full right, power and authority to sell, assign, transfer
and deliver the Shares to be sold by the Selling Securityholder hereunder; and
upon delivery of such Shares hereunder and payment of the purchase price as
herein contemplated, each of the Underwriters will obtain valid marketable
title to the Shares purchased by it from the Selling Securityholder, free and
clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest pertaining to the Selling Securityholder or the Selling
Securityholder's property, including any liability for estate or inheritance
taxes, or any liability to or claims of any creditor, devisee, legatee or
beneficiary of the Selling Securityholder.

                 2.       All consents, approvals, authorizations and orders
required for the execution and delivery by the Selling Securityholder of this
Agreement and the sale and delivery of the Selling Securityholder Shares and
any Option Shares to be sold by the Selling Securityholder under this Agreement
(other than, at the time of the execution hereof (if the Registration Statement
has not yet been declared effective by the Commission), the issuance of the
order of the Commission declaring the Registration Statement effective and such
consents, approvals, authorizations or orders as may be necessary under state
or other securities or Blue Sky laws) have been obtained and are in full force
and effect; the Selling Securityholder has been duly organized and is validly
existing in good standing under the laws of the jurisdiction of its
organization as the type of entity that it purports to be; and the Selling
Securityholder has full legal right, power and authority to enter into and
perform its obligations under this Agreement, and to sell, assign, transfer and
deliver the Shares to be sold by the Selling Securityholder under this
Agreement.

                 3.       The Selling Securityholder will not, during the
Lock-up Period, effect the Disposition of any Common Stock now owned or
hereafter acquired by the Selling Securityholder or with respect to which the
Selling Securityholder has or hereafter acquires the power of disposition,
otherwise than (a) by operation of law, (b) pursuant to a bona fide gift to any
person or other entity which agrees in writing to be bound by this restriction,
or (c) with the prior written consent of UBS Securities LLC.  The foregoing
restriction is expressly agreed to preclude the holder of the Common Stock from
engaging in any hedging, equity swap or other transaction which is designed to
or reasonably expected to lead to or result in a Disposition during the Lock-up
Period, even if such Common Stock would be disposed of by someone other than
the Selling Securityholder.  Such prohibited hedging, equity swap, or other
transactions would include, without limitation, any short sale (whether or not
against the box), or any purchase, sale or grant of any right (including,
without limitation, any





                                       9
<PAGE>   10
put or call option) with respect to any Common Stock or with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common Stock.
The Selling Securityholder also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
the securities held by the Selling Securityholder except in compliance with
this restriction.

                 4.       Certificates in negotiable form for all Shares to be
sold by the Selling Securityholder under this Agreement will be delivered per
the instructions of the Representatives, together with a stock power or powers
duly endorsed in blank by the Selling Securityholder, signature guaranteed by
an eligible guarantor institution (bank, stockbroker, savings and loan
association or credit union with membership in an approved Medallion Program)
pursuant to rule 17Ad-15 of the Exchange Act.

                 5.       The Agreement has been duly authorized by the Selling
Securityholder and has been duly executed and delivered by or on behalf of the
Selling Securityholder and is a valid and binding agreement of the Selling
Securityholder, enforceable against the Selling Securityholder in accordance
with its terms, except as rights to indemnification hereunder may be limited by
applicable laws, equitable principles or public policy and except as the
enforcement hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles; and the
performance of this Agreement and the consummation of the transactions herein
contemplated will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, (i) the partnership agreement (or
similar organizational documents) of the Selling Securityholder, or (ii) any
indenture, mortgage, deed of trust, loan agreement, bond, debenture, note
agreement or other evidence of indebtedness, or any lease, contract or other
agreement or instrument to which the Selling Securityholder is a party or by
which the Selling Securityholder's properties are bound, or (iii) any law,
order, rule, regulation, writ, injunction, judgment or decree of any court or
governmental agency or body to which the Selling Securityholder is subject.

                 6.       The Selling Securityholder has not taken, and at the
Closing Date and at any later Option Closing Date, will not have taken,
directly or indirectly, any action that has constituted, or might reasonably be
expected to constitute, the stabilization or manipulation of the price of sale
or resale of the Shares.

                 7.       The Selling Securityholder has not distributed and
will not distribute offering material in connection with the offering and sale
of the Shares.

                 8.       All information furnished by or on behalf of the
Selling Securityholder relating to the Selling Securityholder and the Shares to
be sold by the Selling Securityholder that is set forth in the Registration
Statement or the Prospectus is, and at the time the Registration Statement
became or becomes, as the case may be, effective and at all times subsequent
thereto up to and on the Closing Date, and on any later date on which Option
Shares are to be purchased, was or will be, true, correct and complete, and
does not, and at the time the Registration Statement became or becomes, as the
case may be, effective and at all times subsequent thereto up to and on the
Closing Date, and on any later date on which Option Shares are to be purchased,
and will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make such
information not misleading.

                 9.       The Selling Securityholder will review the Prospectus
and will comply with all agreements and satisfy all conditions on its part to
be complied with or satisfied pursuant to this Agreement on or prior to the
Closing Date, or any later date on which Option Shares are to be purchased, as
the case may be, and will advise UBS Securities LLC prior to the Closing Date
or such later date on which Option Shares are to be purchased, as the case may
be, if any statement to be made on behalf of the Selling Securityholder in the





                                       10
<PAGE>   11
certificate contemplated by Section VII.G. would be inaccurate if made as of
the Closing Date or such later date on which Option Shares are to be purchased,
as the case may be.

                 10.      The Selling Securityholder does not have, or has
waived prior to the date hereof, any preemptive right, co-sale right or right
of first refusal or other similar right to purchase any of the Shares that are
to be sold by the Company to the Underwriters pursuant to this Agreement; the
Selling Securityholder does not have, or has waived prior to the date hereof,
any registration right or other similar right to participate in the offering
made by the Prospectus, other than such rights of participation as have been
satisfied by the participation of the Selling Securityholder in the
transactions to which this Agreement relates in accordance with the terms of
this Agreement; and the Selling Securityholder does not own any warrants,
options or similar rights to acquire, and does not have any right or
arrangement to acquire, any capital stock, rights, warrants, options or other
securities from the Company, other than those described in the Registration
Statement and the Prospectus.

                 11.      The Selling Securityholder has no reason to believe
that the representations and warranties of the Company contained in Section I.A.
are not true and correct, has reviewed and is familiar with the Registration
Statement and the Offering Memorandum and has no knowledge of any material fact,
condition or information required to be disclosed in the Registration Statement
or the Offering Memorandum and which has not been disclosed in the Registration
Statement and the Offering Memorandum, and the sale of the Selling
Securityholder Shares pursuant hereto is not prompted by any information
concerning the Company or any of the Subsidiaries which is not set forth in the
Registration Statement and the Offering Memorandum.

                 12.      The Selling Securityholder has reviewed the Prospectus
and is not aware that the Prospectus, as of its date or as of the Closing Date
or any later date on which Option Shares are to be purchased, contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however,
that the Selling Securityholder will have no responsibility for the statements
and omissions made in reliance on and in conformity with the information
contained in the first, third, fifth, seventh, eighth or ninth paragraphs of the
section of the Prospectus entitled "Underwriting" or the information in the last
paragraph on the front cover page of the Prospectus or to statements in or
omissions from the Registration Statement, the Offering Memorandum or the
Prospectus made in reliance upon and in conformity with information furnished to
the Company in writing by any Underwriter through the Representatives expressly
for use in the Registration Statement, the Offering Memorandum or the
Prospectus.

II.      PURCHASE OF THE SHARES BY THE UNDERWRITERS.

         A.      On the basis of the representations and warranties and
covenants herein contained, and subject to the terms and conditions herein set
forth, the Company shall issue and sell the Company Shares to the several
Underwriters, the Selling Securityholder shall sell to the several Underwriters
the Selling Securityholder Shares, and each of the Underwriters shall purchase
from the Company and the Selling Securityholder the respective aggregate number
of Firm Shares set forth opposite its name on Schedule A, plus such additional
number of Firm Shares which such Underwriter may become obligated to purchase
pursuant to Section 2(b) hereof.  The price at which such Firm Shares shall be
sold by the Company and the Selling Securityholder and purchased by the several
Underwriters shall be [    ] per share.  The obligation of each Underwriter to
the Company and the Selling Securityholder shall be to purchase from the
Company and the Selling Securityholder that number of the Firm Shares which
represents the same proportion of the total number of the Firm Shares to be
sold by each of the Company and the Selling Securityholder pursuant to this
Agreement as the number of the Firm Shares set forth opposite the name of such
Underwriter in Schedule A hereto represents of the total number of the Firm
Shares to be purchased by all Underwriters pursuant to this Agreement, as
adjusted by you in such manner as you deem advisable to avoid fractional
shares.  In making this Agreement, each Underwriter is contracting severally
and not jointly; except as provided in paragraphs B. and C. of this Section II,
the agreement of each Underwriter is to purchase only the respective number of
Firm Shares specified on Schedule A.

         B.      If for any reason one or more of the Underwriters shall fail
or refuse (otherwise than for a reason sufficient to justify the termination of
this Agreement under the provisions of Section (IX hereof) to purchase and pay
for the number of Shares agreed to be purchased by such Underwriter or
Underwriters, the non-defaulting Underwriters shall have the right within
twenty-four (24) hours after such default to purchase, or procure one or more
other Underwriters to purchase, in such proportions as may be agreed upon
between you and such purchasing Underwriter or Underwriters and upon the terms
herein set forth, all or any part of the Shares which such defaulting
Underwriter or Underwriters agreed to purchase. If the non-defaulting
Underwriters fail so to make such arrangements with respect to all such Shares
and portion, the number of Shares which each non-defaulting Underwriter is
otherwise obligated to purchase under this Agreement shall be automatically
increased on a pro rata basis (as adjusted by you in such manner as you deem
advisable to avoid fractional shares) to absorb the remaining shares and
portion which the defaulting Underwriter or Underwriters agreed to purchase;
provided, however, that the non-defaulting Underwriters shall not be obligated
to purchase the Shares and portion which the defaulting Underwriter or
Underwriters agreed to purchase if the aggregate number of such Shares exceeds
10% of the total number of Shares which all Underwriters agreed to purchase
hereunder.  If the total number of Shares which the defaulting Underwriter or
Underwriters agreed to purchase shall not be purchased or absorbed in
accordance with the two preceding sentences, the Company, on behalf of itself
and the Selling Securityholder, shall have the right, within twenty-four (24)
hours next succeeding the twenty-four (24) hour period referred to above, to
make arrangements with other underwriters or purchasers reasonably satisfactory
to you for purchase of such Shares and portion on the terms herein set forth.
In any





                                       11
<PAGE>   12
such case, either you or the Company, on behalf of itself and the Selling
Securityholder, shall have the right to postpone the Closing Date determined as
provided in Section IV hereof for not more than seven business days after the
date originally fixed as the Closing Date pursuant to said Section IV in order
that any necessary changes in the Registration Statement, the Offering
Memorandum, the Prospectus or any other documents or arrangements may be made.
If the aggregate number of Shares which the defaulting Underwriter or
Underwriters agreed to purchase exceeds 10% of the total number of Shares which
all Underwriters agreed to purchase hereunder, and if neither the
non-defaulting Underwriters nor the Company, on behalf of itself and the
Selling Securityholder, shall make arrangements within the twenty-four (24)
hour periods stated above for the purchase of all the Shares which the
defaulting Underwriter or Underwriters agreed to purchase hereunder, this
Agreement shall be terminated without further act or deed and without any
liability on the part of the Company or the Selling Securityholder to any
non-defaulting Underwriter and without any liability on the part of any
non-defaulting Underwriter to the Company or the Selling Securityholder.
Nothing in this paragraph B., and no action taken hereunder, shall relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

         C.      On the basis of the representations, warranties and covenants
herein contained, and subject to the terms and conditions herein set forth, the
Selling Securityholder grants an option to the several Underwriters to purchase
all or any portion of the Option Shares from the Selling Securityholder at the
same price per share as the Underwriters shall pay for the Firm Shares.  Said
option may be exercised only to cover over-allotments in the sale of the Firm
Shares by the Underwriters and may be exercised in whole or in part at any time
(but not more than once) on or before the 30th day after the date of this
Agreement upon written or telecopied notice by you to the Company setting forth
the aggregate number of shares of the Option Shares as to which the several
Underwriters are exercising the option.  Delivery of certificates for the
shares of Option Shares, and payment therefor, shall be made as provided in
Section IV hereof.  Each Underwriter will purchase such percentage of the
Option Shares as is equal to the percentage of Firm Shares that such
Underwriter is purchasing, the exact number of shares to be adjusted by you in
such manner as you deem advisable to avoid fractional shares.

III.     OFFERING BY UNDERWRITERS.

         A.      The terms of the public offering of the Shares in the United
States by the Underwriters shall be as set forth in the Prospectus.  The terms
of the private placement of the Shares in Canada by the Underwriters shall be
as set forth in the Offering Memorandum.  The Underwriters may from time to
time change the public offering and private placement prices after the closing
of the public offering and the private placement, respectively, and increase or
decrease the concessions and discounts to dealers as they may determine.

         B.      You, on behalf of the Underwriters, represent and warrant that
(i) the information set forth in the last paragraph on the front cover page and
the information contained in the first, third, fifth, seventh, eighth and ninth
paragraphs of the section of the Prospectus entitled "Underwriting", the
Offering Memorandum, any Preliminary Prospectus and the Prospectus relating to
the Shares (insofar as such information relates to the Underwriters)
constitutes the only information furnished by the Underwriters to the Company
for inclusion in the Registration Statement, the Offering Memorandum, any
Preliminary Prospectus, and the Prospectus, and that the statements made
therein are correct and do not omit to state any material fact required to be
stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading, and (ii) the
Underwriters have not distributed and will not distribute prior to the Closing
Date or any Option Closing Date, as the case may be, any offering material in
connection with the offering and sale of the Shares other than the Preliminary
Prospectus, the Prospectus, the Registration Statement, the Offering Memorandum
and other materials permitted by the Act, the Rules and Regulations thereunder
and applicable Canadian securities laws.





                                       12
<PAGE>   13
IV.      DELIVERY OF AND PAYMENT FOR THE SHARES.

         A.      Delivery of certificates for the Firm Shares and the Option
Shares (if the option granted pursuant to Section II.C. hereof shall have been
exercised not later than 1:00 p.m., New York time, on the date at least two
business days preceding the Closing Date), and payment therefor, shall be made
at the office of Brobeck, Phleger & Harrison LLP, 1633 Broadway, New York, New
York 10019 (or at a location as otherwise agreed to by the parties) at 9:00
a.m., New York time, on the third or fourth business day after the date of this
Agreement unless otherwise permitted by the Commission pursuant to Rule 15c6-1
of the Exchange Act, or at such time on such other day, not later than seven
full business days after such third or fourth business day, as shall be agreed
upon in writing by the Company and you (the "Closing Date").

         B.      If the option granted pursuant to Section II.C. hereof shall
be exercised after 1:00 p.m., New York time, on the date two business days
preceding the Closing Date, and on or before the 30th day after the date of
this Agreement, delivery of certificates for the Option Shares, and payment
therefor, shall be made at the office of Brobeck, Phleger & Harrison LLP, 1633
Broadway, New York, New York 10019 (or at a location as otherwise agreed to by
the parties) at 9:00 a.m., New York time, on the third business day after the
exercise of such option (the "Option Closing Date").

         C.      Payment for the Shares purchased from the Company shall be
made to the Company or its order and payment for the Shares purchased from the
Selling Securityholder shall be made to the account of the Selling
Securityholder, in each case by wire transfer of Federal funds to the accounts
specified by the Company and the Selling Securityholder, respectively, or by
one or more certified or official bank check or checks in same day funds.  Such
payment shall be made upon delivery of certificates for the Shares to you for
the respective accounts of the several Underwriters against receipt therefor
signed by you. Certificates for the Shares to be delivered to you shall be
registered in such name or names and shall be in such denominations as you may
request at least three business days before the Closing Date, in the case of
Firm Shares, and at least two business days prior to the Option Closing Date,
in the case of the Option Shares.  Such certificates will be made available to
the Underwriters for inspection, checking and packaging at a location in New
York, New York, designated by the Underwriters not less than one full business
day prior to the Closing Date or, in the case of the Option Shares, by 3:00
p.m., New York time, on the business day preceding the Option Closing Date.

         It is understood that you, individually and not on behalf of the
Underwriters, may (but shall not be obligated to) make payment to the Company
or the Selling Securityholder, for the account of the Selling Securityholder,
for Shares to be purchased by any Underwriter whose check shall not have been
received by you on the Closing Date or any later Option Closing Date.  Any such
payment by you shall not relieve such Underwriter from any of its obligations
hereunder.

V.       FURTHER AGREEMENTS OF THE COMPANY.  The Company covenants and agrees
         as follows:

         A.      The Company will use its best efforts to cause the
Registration Statement and any amendment thereof, if not effective at the time
and date that this Agreement is executed and delivered by the parties hereto,
to become effective as promptly as possible; the Company will use its best
efforts to cause any Abbreviated Registration Statement as may be required
subsequent to the date the Registration Statement is declared effective to
become effective as promptly as possible; the Company will notify you,
promptly after it shall receive notice thereof, of the time when the
Registration Statement, any subsequent amendment to the Registration Statement
or any Abbreviated Registration Statement has become effective or any
supplement to the Prospectus has been filed.  If the Company omitted
information from the Registration Statement at the time it was originally
declared effective in reliance upon Rule 430A(a) of the Rules and Regulations,
the Company will provide evidence satisfactory to you that the Prospectus
contains such information and has been filed, within the time period
prescribed, with the Commission pursuant to subparagraph (1) or (4) of Rule
424(b) of the Rules and





                                       13
<PAGE>   14
Regulations or as part of a post-effective amendment to such Registration
Statement as originally declared effective which is declared effective by the
Commission.  If the Company files a term sheet pursuant to Rule 434 of the
Rules and Regulations, the Company will provide evidence satisfactory to you
that the term sheet meeting the requirements of Rule 434(b) or (c), as
applicable, of the Rules and Regulations, has been filed, within the time
prescribed, with the Commission pursuant to subparagraph (7) of Rule 424(b) of
the Rules and Regulations.  If for any reason the filing of the final form of
Prospectus is required under Rule 424(b)(3) of the Rules and Regulations, the
Company will provide evidence satisfactory to you that the Prospectus contains
such information and has been filed with the Commission within the time period
prescribed.  The Company will notify you promptly of any request by the
Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information.  Promptly upon your request, it
will prepare and file with the Commission any amendments or supplements to the
Registration Statement or Prospectus which, in the opinion of "Underwriters'
Counsel" may be necessary or advisable in connection with the distribution of
the Shares by the Underwriters.  The Company will promptly prepare and file
with the Commission, and promptly notify you of the filing of, any amendments
or supplements to the Registration Statement or Prospectus which may be
necessary to correct any statements or omissions, if, at any time when a
prospectus relating to the Shares is required to be delivered under the Act,
any event shall have occurred as a result of which the Prospectus or any other
prospectus relating to the Shares as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading. In case any Underwriter is required to deliver a
prospectus more than nine months after the Effective Date in connection with
the sale of the Shares, pursuant to Section 10(a)(3) of the Act, the Company
will prepare promptly upon request, but at the expense of such Underwriter,
such amendment or amendments to the Registration Statement and such prospectus
or prospectuses as may be necessary to permit compliance with the requirements
of Section 10(a)(3) of the Act.  The Company will file no amendment or
supplement to the Registration Statement or Prospectus that shall not
previously have been submitted to you a reasonable time prior to the proposed
filing thereof or to which you shall reasonably object in writing or which is
not in compliance with the Act and Rules and Regulations or the provisions of
this Agreement.

         B.      The Company will advise you, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of the Registration Statement or the
use of the Prospectus or of the initiation or threat of any proceeding for that
purpose; and it will promptly use its best efforts to prevent the issuance of
any such stop order or to obtain its withdrawal at the earliest possible moment
if such stop order should be issued.

         C.      The Company will cooperate with you in endeavoring to qualify
the Shares for the offer and sale under the securities laws of such
jurisdictions as you may designate and to continue such qualifications in
effect for so long as may be required for purposes of the distribution of the
Shares, except that the Company shall not be required in connection therewith
or as a condition thereof to qualify as a foreign corporation, or to execute a
general consent to service of process in any jurisdiction, or to make any
undertaking with respect to the conduct of its business.  In each jurisdiction
in which the Shares shall have been qualified, the Company will make and file
such statements, reports and other documents in each year as are or may be
reasonably required by the laws of such jurisdictions so as to continue such
qualifications in effect for so long a period as you may reasonably request for
distribution of the Shares, or as otherwise may be required by law.

         D.      The Company will furnish to you, as soon as available, copies
of the Registration Statement (three of which will be signed and which will
include all exhibits), each Preliminary Prospectus, the Prospectus, the
Offering Memorandum and any amendments or supplements to such documents,
including any prospectus prepared to permit compliance with Section 10(a)(3) of
the Act, all in such quantities as you may from time to time reasonably
request.





                                       14
<PAGE>   15
         E.      The Company will make generally available to its stockholders
as soon as practicable, but in any event not later than the forty-fifth (45th)
day following the end of the fiscal quarter first occurring after the first
anniversary of the effective date of the Registration Statement, earnings
statements (which will be in reasonable detail but need not be audited)
complying with the provisions of Section 11(a) of the Act and Rule 158 of the
Rules and Regulations and covering a twelve (12) month period beginning after
the effective date of the Registration Statement, and will advise you in
writing when such statement has been made available.

         F.      During a period of five years after the date hereof, the
Company, as soon as practicable after the end of each respective period, will
furnish to its stockholders annual reports (including consolidated financial
statements audited by independent certified public accountants) and will
furnish to its stockholders unaudited quarterly consolidated statements of
operations for each of the first three quarters of the fiscal year, and will
furnish to you and the other several Underwriters hereunder (i) concurrently
with making such reports available to its stockholders, consolidated statements
of operations of the Company for each of the first three quarters in the form
made available to the Company's stockholders; (ii) concurrently with the
furnishing thereof to its stockholders, a consolidated balance sheet of the
Company as of the end of such fiscal year, together with consolidated
statements of operations, of stockholders' equity and of cash flow of the
Company for such fiscal year, accompanied by a copy of the certificate or
report thereon of nationally recognized independent certified public
accountants; (iii) concurrently with the furnishing of such reports to its
stockholders, copies of all reports (financial or other) mailed to
stockholders; (iv) as soon as they are available, copies of all reports and
consolidated financial statements furnished to or filed with the Commission,
any securities exchange or the Nasdaq National Market by the Company (except
for documents for which confidential treatment is requested); and (v) every
material press release and every material news item or article in respect of
the Company or its affairs which was generally released to stockholders or
prepared for general release by the Company. During such five-year period, if
the Company shall have any active subsidiaries, the foregoing consolidated
financial statements shall be on a consolidated basis to the extent that the
accounts of the Company are consolidated with any subsidiaries, and shall be
accompanied by similar consolidated financial statements for any significant
subsidiary that is not so consolidated.

         G.      The Company shall not, during the 90 days following the
effective date of the Registration Statement, except with your prior written
consent as Representatives, issue, sell, offer or agree to sell, grant,
distribute or otherwise dispose of, directly or indirectly, any shares of
Common Stock, or any options, rights or warrants with respect to shares of
Common Stock, or any securities convertible into or exchangeable for Common
Stock, other than (i) the sale of Shares hereunder, (ii) the grant of options
or the issuance of shares of Common Stock under the Company's stock option
plans or stock purchase plan, as the case may be, or (iii) the issuance of
shares of Common Stock upon exercise of the currently outstanding options or
warrants described in the Registration Statement.

         H.      The Company shall not, during the 90 days following the
effective date of the Registration Statement, except with your prior written
consent as Representatives, file a registration statement covering any of its
shares of capital stock, except that one or more registration statements on
Form S-8 may be filed at any time following the effective date of the
Registration Statement covering the registration of the Company's currently
existing option plans.

         I.      The Company will apply the net proceeds from the sale of the
Shares being sold by it in the manner set forth under the caption "Use of
Proceeds" in the Prospectus.

         J.      The Company will maintain a transfer agent and, if necessary
under the jurisdiction of incorporation of the Company, a registrar (which may
be the same entity as the transfer agent) for its Common Stock.





                                       15
<PAGE>   16
         K.      The Company will use its best efforts to maintain listing of
its shares of Common Stock on the Nasdaq National Market.

         L.      The Company is familiar with the Investment Company Act of
1940, as amended, and the rules and regulations thereunder, and has in the past
conducted its affairs, and will in the future conduct its affairs, in such a
manner so as to ensure that the Company was not and will not be an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder.

         M.      If at any time during the 180 day period after the
Registration Statement becomes effective, any rumor, publication or event
relating to or affecting the Company shall occur as a result of which in your
opinion the market price of the Common Stock has been or is likely to be
materially affected (regardless of whether such rumor, publication or event
necessitates a supplement to or amendment of the Prospectus), the Company will,
after written notice from you advising the Company to the effect set forth
above, consult with you in good faith regarding the necessity of disseminating
a press release or other public statement responding to or commenting on such
rumor, publication or event and, if the Company in its reasonable judgment
determines that such a press release or other public statement is appropriate,
the substance of any press release or other public statement.

VI.      EXPENSES.

         The Company and the Selling Securityholder agree with each Underwriter
that:

         A.      The Company will pay and bear all costs, fees and expenses in
connection with the preparation, printing and filing of the Registration
Statement (including consolidated financial statements, schedules and
exhibits), the Offering Memorandum (including fees relating to the filing of
reports in Canada), Preliminary Prospectuses and the Prospectus and any
amendments or supplements thereto; the reproduction of this Agreement, the
Agreement Among Underwriters, the Selected Dealer Agreement, the Preliminary
Blue Sky Memoranda and any Supplemental Blue Sky Memoranda and any instruments
related to any of the foregoing; the issuance and delivery of the Shares
hereunder to the several Underwriters, including transfer taxes, if any; the
cost of all stock certificates representing the Shares and transfer agents' and
registrars' fees; the fees and disbursements of corporate, patent and
regulatory counsel for the Company; all fees and other charges of the Company's
independent public accountants; the cost of furnishing to the several
Underwriters copies of the Registration Statement (including appropriate
exhibits), the Offering Memorandum, Preliminary Prospectuses and the
Prospectus, and any amendments or supplements to any of the foregoing; NASD
filing fees and expenses incident to securing any required review and the cost
of qualifying the Shares under the laws of such jurisdictions within the United
States as you may designate (including filing fees and fees and disbursements
of Underwriters' Counsel in connection with such NASD filings and Blue Sky
qualifications); listing application fees of the Nasdaq National Market; and
all other expenses directly incurred by the Company or the Selling
Securityholder in connection with the performance of their obligations
hereunder.  Any additional expenses incurred as a result of the sale of the
Shares by the Selling Securityholder will be borne collectively by the Company
and the Selling Securityholder.  The provisions of this Section VI.A are
intended to relieve the Underwriters from the payment of the expenses and costs
which the Selling Securityholder and the Company hereby agree to pay, but shall
not affect any agreement which the Selling Securityholder and the Company may
make, or may have made, for the sharing of such expenses and costs.  Such
agreements shall not impair the obligations of the Company and the Selling
Securityholder hereunder to the several Underwriters.

         B.      If the transactions contemplated hereby are not consummated by
reason of any failure, refusal or inability on the part of the Company or the
Selling Securityholder to perform any agreement on their part to be performed
hereunder or to fulfill any condition of the Underwriters' obligations
hereunder, the Company and the Selling Securityholder will, in addition to
paying the expenses described in clause A. above, reimburse the





                                       16
<PAGE>   17
several Underwriters for all out-of-pocket expenses (including reasonable fees
and disbursements of Underwriters' Counsel) incurred by the Underwriters in
reviewing the Registration Statement and the Prospectus and in preparing the
Offering Memorandum and in otherwise investigating, preparing to market or
marketing the Shares.  Neither the Company nor the Selling Securityholder will
in any event be liable to any of the several Underwriters for any loss of
anticipated profits from the sale by them of the Shares.

VII.     CONDITIONS OF UNDERWRITERS' OBLIGATIONS.

         The obligations of the several Underwriters to purchase and pay for
the Shares, as provided herein, shall be subject to the accuracy, as of the
date hereof and the Closing Date and any later Option Closing Date, as the case
may be, of the representations and warranties of the Company and the Selling
Securityholder herein, to the performance by the Company and the Selling
Securityholder of their obligations hereunder and to the following additional
conditions:

         A.      The Registration Statement shall have become effective not
later than 9:00 a.m., New York City time, on the date following the date of
this Agreement, or such later time or date as shall be consented to in writing
by you.  If the filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b) and Rule 430A of the Rules and Regulations,
the Prospectus shall have been filed in the manner and within the time period
required by Rule 424(b) and Rule 430A of the Rules and Regulations.  No stop
order suspending the effectiveness of the Registration Statement shall have
been issued and no proceeding for that purpose shall have been initiated or, to
the knowledge of the Company, the Selling Securityholder or any Underwriter,
threatened by the Commission, and any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with to the satisfaction of Underwriters'
Counsel.

         B.      All corporate proceedings and other legal matters in
connection with this Agreement, the form of Registration Statement, the
Offering Memorandum and the Prospectus, and the registration,  authorization,
issue, sale and delivery of the Shares shall have been reasonably satisfactory
to Underwriters' Counsel, and such counsel shall have been furnished with such
information as they may reasonably have requested to enable them to pass upon
the matters referred to in this subsection.

         C.      You shall have received, at no cost to you, on the Closing
Date and on any later Option Closing Date, as the case may be, the opinions of
(i) Ballard Spahr Andrews & Ingersoll, corporate counsel to the Company and the
Selling Securityholder, (ii) Pennie & Edmonds, patent counsel to the Company,
and (iii) Hogan and Hartson, L.L.P., regulatory counsel to the Company, dated
the Closing Date or such later Option Closing Date, in the forms attached
hereto on Appendix A, Appendix B and Appendix C, respectively, addressed to the
Underwriters and with reproduced copies of signed counterparts thereof for each
of the Representatives.

         D.      You shall have received from Brobeck, Phleger & Harrison LLP,
Underwriters' Counsel, an opinion or opinions, dated the Closing Date or on any
later Option Closing Date, as the case may be, in form and substance reasonably
satisfactory to you, with respect to the sufficiency of all corporate
proceedings undertaken by the Company and other legal matters relating to this
Agreement and the transactions contemplated hereby as you may reasonably
require, and the Company shall have furnished to such counsel such documents as
it may have reasonably requested for the purpose of enabling it to pass upon
such matters.

         E.      You shall have received on the Closing Date and on any later
Option Closing Date, as the case may be, a letter from the Accountants
addressed to the Company and the Underwriters, dated the Closing Date or such
later Option Closing Date, as the case may be, confirming that they are
independent certified public accountants with respect to the Company within the
meaning of the Act and the Rules and Regulations thereunder and based upon the
procedures described in its letter delivered to you concurrently with the
execution





                                       17
<PAGE>   18
of this Agreement (herein called the "Original Letter"), but carried out to a
date not more than three days prior to the Closing Date or any such later
Option Closing Date, as the case may be, (i) confirming that the statements and
conclusions set forth in the Original Letter are accurate as of the Closing
Date or such later Option Closing Date, as the case may be; and (ii) setting
forth any revisions and additions to the statements and conclusions set forth
in the Original Letter that are necessary to reflect any changes in the facts
described in the Original Letter since the date of such letter, or to reflect
the availability of more recent consolidated financial statements, data or
information.  The letter shall not disclose any change, or any development
involving a prospective change, in or affecting the business or properties of
the Company which, in your reasonable judgment, makes it impracticable or
inadvisable to proceed with the public offering of the Shares as contemplated
by the Prospectus.  In addition, you shall have received from the Accountants a
letter, dated [    ], 1997, addressed to the Company and made available to you
for the use of the Underwriters stating that its review of the Company's system
of internal accounting controls, to the extent it deemed necessary in
establishing the scope of its latest examination of the Company's consolidated
financial statements, did not disclose any weaknesses in internal controls that
it considered to be material weaknesses.  All such letters shall be in a form
reasonably satisfactory to the Representatives and their counsel.

         F.      You shall have received on the Closing Date and on any later
Option Closing Date, as the case may be, a certificate of the President and the
Chief Financial Officer of the Company, dated the Closing Date or such later
date, to the effect that as of such date (and you shall be satisfied that as of
such date):

                 1.       The representations and warranties of the Company in
                 this Agreement are true and correct, as if made on and as of
                 the Closing Date or any later Option Closing Date, as the case
                 may be; and the Company has complied with all of the
                 agreements and satisfied all of the conditions on its part to
                 be performed or satisfied at or prior to the Closing Date or
                 any later Option Closing Date, as the case may be;

                 2.       The Registration Statement has become effective under
                 the Act and no stop order suspending the effectiveness of the
                 Registration Statement or preventing or suspending the use of
                 the Prospectus has been issued, and no proceedings for that
                 purpose have been instituted or are pending or, to the best of
                 their knowledge, threatened under the Act;

                 3.     They have carefully reviewed the Registration
                 Statement, the Offering Memorandum and the Prospectus, when
                 the Registration Statement became effective and at all times
                 subsequent thereto up to the delivery of such certificate, the
                 Registration Statement, the Offering Memorandum and the
                 Prospectus and any amendments or supplements thereto contained
                 all statements and information required to be included therein
                 or necessary to make the statements therein not misleading;
                 and when the Registration Statement became effective, and at
                 all times subsequent thereto up to the delivery of such
                 certificate, none of the Registration Statement, the Offering
                 Memorandum or the Prospectus or any amendment or supplement
                 thereto included any untrue statement of a material fact or
                 omitted to state any material fact required to be stated
                 therein or necessary to make the statements therein not
                 misleading; and, since the effective date of the Registration
                 Statement, there has occurred no event required to be set
                 forth in an amended or supplemented Registration Statement,
                 Prospectus or Offering Memorandum that has not been so set
                 forth; and

                 4.       Subsequent to the respective dates as of which
                 information is given in the Registration Statement, the
                 Offering Memorandum and the Prospectus, there has not been (A)
                 any material adverse change in the properties or assets
                 described or referred to in the Registration Statement, the
                 Offering Memorandum and the Prospectus or in the condition
                 (financial or otherwise), operations, business or prospects of
                 the Company and its Subsidiaries taken as a whole, (B) any
                 transaction which is material to the Company and its
                 Subsidiaries taken as a





                                       18
<PAGE>   19
                 whole, except transactions entered into in the ordinary course
                 of business, (C) any obligation, direct or contingent,
                 incurred by the Company or its Subsidiaries, which is material
                 to the Company and its Subsidiaries taken as a whole, (D) any
                 change in the capital stock or outstanding indebtedness of the
                 Company or its Subsidiaries which is material to the Company
                 and its Subsidiaries taken as a whole, (E) any dividend or
                 distribution of any kind declared, paid or made on the capital
                 stock of the Company or its Subsidiaries, or (F) any loss or
                 damage (whether or not insured) to the property of the Company
                 or its Subsidiaries which has been sustained or will have been
                 sustained which has a Material Adverse Effect.

         G.      You shall have received on the Closing Date and on any later
Option Closing Date, as the case may be, a certificate of the Selling
Securityholder to the effect that, as of the Closing Date or such later Option
Closing Date:

                                  (i)      The representations and warranties
         made by the Selling Securityholder herein are true and correct on the
         Closing Date or on any later date on which Option Shares are to be
         purchased, as the case may be; and

                                  (ii)     The Selling Securityholder has
         complied with all obligations and satisfied all conditions which are
         required to be performed or satisfied on the part of the Selling
         Securityholder at or prior to the Closing Date or any later date on
         which Option Shares are to be purchased, as the case may be.

         H.      The Company and the Selling Securityholder shall have
furnished to you such further certificates and documents as you shall
reasonably request (including certificates of officers of the Company or
officers of the Selling Securityholder), as to the accuracy of the
representations and warranties of the Company and the Selling Securityholder
herein, as to the performance by the Company and the Selling Securityholder of
their respective obligations hereunder and as to the other conditions
concurrent and precedent to the obligations of the Underwriters hereunder.

         I.      The Company shall have timely filed with the Nasdaq National
Market a notification form for listing of additional shares on the Nasdaq
National Market with respect to the Company Shares; and the Firm Shares and the
Option Shares, if any, shall have been approved for designation upon notice of
issuance on the Nasdaq National Market.

         All such opinions, certificates, letters and documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
to Underwriters' Counsel.  The Company or the Selling Securityholder, as the
case may be, will furnish you with such number of conformed copies of such
opinions, certificates, letters and documents as you shall reasonably request.

VIII.    INDEMNIFICATION AND CONTRIBUTION.

         A.      Subject to the provisions of Section VIII.G below, the Company
and the Selling Securityholder jointly and severally agree to indemnify and
hold harmless each Underwriter and each person (including each partner or
officer thereof) who controls any Underwriter within the meaning of Section 15
of the Act from and against any and all losses, claims, damages or liabilities,
joint or several, to which such indemnified parties or any of them may become
subject under the Act, the Exchange Act, or the common law or otherwise, and
the Company and the Selling Securityholder jointly and severally agree to
reimburse each such Underwriter and controlling person for any legal or other
out-of-pocket expenses (including, except as otherwise hereinafter provided,
reasonable fees and disbursements of counsel) incurred by the respective
indemnified parties in connection with defending against any such losses,
claims, damages or liabilities or in connection with any investigation or
inquiry of, or other proceeding which may be brought against, the respective
indemnified





                                       19
<PAGE>   20
parties, in each case arising out of or based upon (i) any breach of any
representation, warranty, agreement or covenant of the Company or the Selling
Securityholder contained in this Agreement, (ii) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (including the Prospectus as part thereof and any Abbreviated
Registration Statement) or in the Offering Memorandum or any post-effective
amendment thereto (including any Abbreviated Registration Statement), or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(iii) any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus or the Prospectus (as amended or as
supplemented if the Company shall have filed with the Commission any amendment
thereof or supplement thereto) or in the Offering Memorandum or the omission or
alleged omission to state therein a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that (1) the indemnity agreements of
the Company and the Selling Securityholder contained in this Section VIII.A
shall not apply to any such losses, claims, damages, liabilities or expenses if
such statement or omission is contained in the first, third, fifth, seventh,
eighth or ninth paragraphs of the section of the Prospectus entitled
"Underwriting" or the last paragraph of text on the cover page of the
Prospectus or arises out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), and (2) the indemnity agreement contained in
this Section VIII.A with respect to any Preliminary Prospectus or Offering
Memorandum shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages, liabilities or expenses
purchased the Shares which is the subject thereof (or to the benefit of any
person controlling such Underwriter) if at or prior to the written confirmation
of the sale of such Shares a copy of the Prospectus (or the Prospectus as
amended or supplemented or, in the case of Purchasers resident in Ontario,
Canada, the revised Offering Memorandum) was not sent or delivered to such
person and the untrue statement or omission of a material fact contained in
such Preliminary Prospectus was corrected in the Prospectus (or the Prospectus
as amended or supplemented or, in the case of Purchasers resident in Ontario,
Canada, the revised Offering Memorandum) unless the failure is the result of
noncompliance by the Company with paragraph (a) of Section V hereof;  The
Company and the Selling Securityholder may agree, as among themselves and
without limiting the rights of the Underwriters under this Agreement, as to the
respective amounts of such liability for which they each shall be responsible.

   The indemnity agreements of the Company and the Selling Securityholder
contained in this Section VIII.A and the representations and warranties of the
Company and the Selling Securityholder contained in Section I hereof shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of any indemnified party and shall survive the delivery of
any payment for the Shares.

         B.      Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Company, each of its executive officers, each
of its directors, each other Underwriter and each person (including each
partner or officer thereof) who controls the Company or any such other
Underwriter within the meaning of Section 15 of the Act, and the Selling
Securityholder from and against any and all losses, claims, damages or
liabilities, joint or several, to which such indemnified parties or any of them
may become subject under the Act, the Exchange Act, or the common law or
otherwise and to reimburse each of them for any legal or other expenses
(including, except as otherwise hereinafter provided, reasonable fees and
disbursements of counsel) incurred by the respective indemnified parties in
connection with defending against any such losses, claims, damages or
liabilities or in connection with any investigation or inquiry of, or other
proceeding which may be brought against, the respective indemnified parties, in
each case arising out of or based upon (i) any





                                       20
<PAGE>   21
breach of any representation, warranty, agreement or covenant of such
Underwriter contained in this Agreement, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(including the Prospectus as part thereof and any Abbreviated Registration
Statement) or in the Offering Memorandum or any post-effective amendment
thereto (including any Abbreviated Registration Statement) or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (iii) any untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus or the Prospectus (as amended or as supplemented if the
Company shall have filed with the Commission any amendment thereof or
supplement thereto) or in the Offering Memorandum or the omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that in the cases of clauses (ii) and
(iii) above, such statement or omission is contained in the third, fifth or
eighth paragraph of the section of the Prospectus entitled "Underwriting" or
the last paragraph on the cover page of the Prospectus or arises out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives expressly for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).  The indemnity
agreement of each Underwriter contained in this Section VIII.B shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of any indemnified party and shall survive the delivery of and
payment for the Shares.

         C.      Each party indemnified under the provision of paragraphs A.
and B. of this Section VIII agrees that, upon the service of a summons or other
initial legal process upon it in any action or suit instituted against it or
upon its receipt of written notification of the commencement of any
investigation or inquiry of, or proceeding against it, in respect of which
indemnity may be sought on account of any indemnity agreement contained in such
paragraphs, it will promptly give written notice (a "Notice") of such service
or notification to the party or parties from whom indemnification may be sought
hereunder.  No indemnification provided for in such paragraphs shall be
available to any party who shall fail so to give the Notice if the party to
whom such Notice was not given was unaware of the action, suit, investigation,
inquiry or proceeding to which the Notice would have related and was prejudiced
by the failure to give the Notice, but the omission so to notify such
indemnifying party or parties of any such service or notification shall not
relieve such indemnifying party or parties from any liability which it or they
may have to the indemnified party for contribution or otherwise than on account
of such indemnity agreement.  Any indemnifying party shall be entitled at its
own expense to participate in the defense of any action, suit or proceeding
against, or investigation or inquiry of, an indemnified party.  Any
indemnifying party shall be entitled, if it so elects within a reasonable time
after receipt of the Notice by giving written notice (the "Notice of Defense")
to the indemnified party, to assume (alone or in conjunction with any other
indemnifying party or parties) the entire defense of such action, suit,
investigation, inquiry or proceeding, in which event such defense shall be
conducted, at the expense of the indemnifying party or parties, by counsel
chosen by such indemnifying party or parties and reasonably satisfactory to the
indemnified party or parties; provided, however, that (i) if the indemnified
party or parties reasonably determine that there may be a conflict between the
positions of the indemnifying party or parties and of the indemnified party or
parties in conducting the defense of such action, suit, investigation, inquiry
or proceeding or that there may be legal defenses available to such indemnified
party or parties different from or in addition to those available to the
indemnifying party or parties, then counsel for the indemnified party or
parties shall be entitled to conduct the defense to the extent reasonably
determined by such counsel to be necessary to protect the interests of the
indemnified party or parties and (ii) in any event, the indemnified party or
parties shall be entitled, at its or their own expense to have counsel chosen
by such indemnified party or parties participate in, but not conduct, the
defense.  It is understood that the indemnifying parties shall not, in respect
of the legal defenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for (a)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for all of the Underwriters and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act, and (b) the fees and
expenses of more than one separate firm (in addition to any local





                                       21
<PAGE>   22
counsel) for the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of Section 15 of the Act.  If, within a reasonable time after receipt of the
Notice, an indemnifying party gives a Notice of Defense and the counsel chosen
by the indemnifying party or parties is reasonably satisfactory to the
indemnified party or parties, the indemnifying party or parties will not be
liable under paragraphs A. through C. of this Section VIII for any legal or
other expenses subsequently incurred by the indemnified party or parties in
connection with the defense of the action, suit, investigation, inquiry or
proceeding, except that (A) the indemnifying party or parties shall bear the
legal and other expenses incurred in connection with the conduct of the defense
as referred to in clause (i) of the proviso to the preceding sentence and (B)
the indemnifying party or parties shall bear such other expenses as it or they
have authorized to be incurred by the indemnified party or parties.  If, within
a reasonable time after receipt of the Notice, no Notice of Defense has been
given, the indemnifying party or parties shall be responsible for any legal or
other expenses incurred by the indemnified party or parties in connection with
the defense of the action, suit, investigation, inquiry or proceeding.  The
indemnifying party or parties shall not be liable for any settlement of any
proceeding effected without its or their written consent, provided such consent
has not been unreasonably withheld.

         D.      If the indemnification provided for in this Section VIII is
unavailable or insufficient to hold harmless an indemnified party under
paragraph A. or B. of this Section VIII, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in paragraph A. or B. of this Section VIII (i) in such
proportion as is appropriate to reflect the relative benefits received by each
indemnifying party from the offering of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of each indemnifying party
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, or actions in respect thereof, as well as the
other relevant equitable considerations.  The relative benefits received by the
Company and the Selling Securityholder, on the one hand, and the Underwriters,
on the other, shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of the Shares received by the Company and
the Selling Securityholder and the total underwriting discount received by the
Underwriters, as set forth in the table on the cover page of the Prospectus,
bear to the aggregate public offering price of the Shares.  Relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by each indemnifying
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.

                 The parties agree that it would not be just and equitable if
contributions pursuant to this paragraph D. were to be determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to in the first sentence of this
paragraph D.  The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities, or actions in respect thereof, referred
to in the first sentence of this paragraph D. shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigation, preparation to defend or defense against any
action or claim which is the subject of this paragraph D.  Notwithstanding the
provisions of this paragraph D., no Underwriter shall be required to contribute
any amount in excess of the underwriting discount applicable to the Shares
purchased by such Underwriter.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Underwriters' obligations in this paragraph D. to
contribute are several in proportion to their respective underwriting
obligations and not joint.

                 Each party entitled to contribution agrees that upon the
service of a summons or other initial legal process upon it in any action
instituted against it in respect of which contribution may be sought, it will





                                       22
<PAGE>   23
promptly give written notice of such service to the party or parties from whom
contribution may be sought, but the omission so to notify such party or parties
of any such service shall not relieve the party from whom contribution may be
sought from any obligation it may have hereunder or otherwise (except as
specifically provided in paragraph C. of this Section VIII.

         E.      Neither the Company nor the Selling Securityholder shall,
without the prior written consent of each Underwriter, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim,
action, suit or proceeding in respect of which indemnification may be sought
hereunder (whether or not such Underwriter or any person who controls such
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act is a party to such claim, action, suit or proceeding) unless such
settlement, compromise or consent includes an unconditional release of such
Underwriter and each such controlling person from all liability arising out of
such claim, action, suit or proceeding.

         F.      The parties to this Agreement hereby acknowledge that they are
sophisticated business persons who were represented by counsel during the
negotiations regarding the provisions hereof, including without limitation the
provisions of this Section VIII and are fully informed regarding said
provisions.  They further acknowledge that the provisions of this Section VIII
fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is
made in the Registration Statement and Prospectus as required by the Act and
the Exchange Act, or in the Offering Memorandum as required by Canadian
securities law.


        G.      Notwithstanding any other provision of this Agreement, the
liability of the Selling Securityholder under this Section VIII, solely in its
capacity as a Selling Securityholder herein and not with respect to any other
relationships any of the partners of the Selling Securityholder may have with
the Company, shall not exceed the lesser of (i) the amount equal to the public
offering price of the Selling Securityholder Shares sold by the Selling
Securityholder to the Underwriters minus the amount of the underwriting discount
paid thereon to the Underwriters by the Selling Securityholder, and (ii) the
Selling Securityholder's proportionate share of such liability, determined by
dividing the number of Selling Securityholder Shares under this Agreement by
the total number of shares of Common Stock sold under this Agreement by the
Company and the Selling Securityholder.

IX.      TERMINATION.  This Agreement may be terminated by you at any time on
or prior to the Closing Date or on or prior to any later Option Closing Date,
as the case may be, (i) if the Company or the Selling Securityholder shall have
failed, refused or been unable, at or prior to the Closing Date, or on or prior
to any later Option Closing Date, as the case may be, to perform any agreement
on their part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Company or
the Selling Securityholder is not fulfilled, including, without limitation, any
material adverse change in the financial condition, earnings, operations,
business or business prospects of the Company from that set forth in the
Registration Statement or Prospectus, whether or not arising in the ordinary
course of business, or (ii) if trading on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required on the New
York Stock Exchange, the American Stock Exchange or the Nasdaq National Market,
by such trading exchanges or by order of the Commission or any other
governmental authority having jurisdiction, or if a banking moratorium shall
have been declared by federal or New York authorities, or (iii) if the Company
shall have sustained a loss by strike, fire, flood, accident or other calamity
of such character as to have a Material Adverse Effect regardless of whether or
not such loss shall have been insured, or (iv) if there shall have been a
material adverse change in the general political or economic conditions or
financial markets in the United States as in the sole judgment of the
Representatives makes it inadvisable or impracticable to proceed with the
offering, sale and delivery of the Shares, or (v) if there shall have occurred
an outbreak or escalation of hostilities between the United States and any
foreign power or of any other insurrection or armed conflict involving the
United States or other national or international calamity, hostilities or
crisis or the declaration by the United States of a national emergency which,
in the judgment of the Representatives, adversely affects the marketability of
the Shares, or (vi) if any foreign, federal or state statute, regulation, rule
or order of any court or other governmental authority shall have been enacted,
published, decreed or otherwise promulgated which in the judgment of the
Representatives materially and adversely affects or will materially and
adversely affect the business or operations of the Company, or trading in the
Common Stock shall have been suspended, or (vii) there shall have occurred a
material adverse decline in the value of securities generally on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or
(viii) action shall be taken by any foreign, federal, state or local government
or agency in respect of its monetary or fiscal affairs which, in the judgment
of the Representatives, has a material adverse effect on the securities markets
in the United States.  If this Agreement shall be terminated in





                                       23
<PAGE>   24
accordance with this Section IX, there shall be no liability of the Company or
the Selling Securityholder to the Underwriters and no liability of the
Underwriters to the Company or the Selling Securityholder; provided, however,
that in the event of any such termination the Company and the Selling
Securityholder agree to indemnify and hold harmless the Underwriters from all
costs or expenses incident to the performance of the obligations of the Company
and the Selling Securityholder under this Agreement, including all costs and
expenses referred to in Section VI.

         If you elect to terminate this Agreement as provided in this Section
IX, the Company and the Selling Securityholder shall be notified promptly by
you by telephone, telecopy or telegram, confirmed by letter.

X.       REIMBURSEMENT OF CERTAIN EXPENSES.

         A.      In addition to their other obligations under Section VIII of
this Agreement, the Company and the Selling Securityholder hereby jointly and
severally agree to reimburse on a quarterly basis the Underwriters for all
reasonable legal and other expenses incurred in connection with investigating
or defending any claim, action, investigation, inquiry or other proceeding
arising out of or based upon any statement or omission, or any alleged
statement or omission, described in paragraph A. of Section VIII of this
Agreement, notwithstanding the absence of a judicial determination as to the
propriety and enforceability of the obligations under this Section X and the
possibility that such payments might later be held to be improper; provided,
however, that (i) to the extent any such payment is ultimately held to be
improper, the persons receiving such payments shall promptly refund them and
(ii) such persons shall provide to the Company, upon request, reasonable
assurances of their ability to effect any refund, when and if due.

         B.      In addition to their other obligations under Section VIII of
this Agreement, the Underwriters hereby agree to reimburse on a quarterly basis
the Company and the Selling Securityholder for all reasonable legal and other
expenses incurred in connection with investigating or defending any claim,
action, investigation, inquiry or other proceeding arising out of or based upon
any statement or omission, or any alleged statement or omission, described in
paragraph B. of Section VIII of this Agreement, notwithstanding the absence of
a judicial determination as to the propriety and enforceability of the
obligations under this Section X and the possibility that such payments might
later be held to be improper; provided, however, that (i) to the extent any
such payment is ultimately held to be improper, the Company and the Selling
Securityholder shall promptly refund it and (ii) the Company and the Selling
Securityholder shall provide to the Underwriter, upon request, reasonable
assurances of its ability to effect any refund, when and if due.

XI.      PERSONS ENTITLED TO BENEFIT OF AGREEMENT.  This Agreement shall inure
to the benefit of the Company, the Selling Securityholder and the several
Underwriters and, with respect to the provisions of Section VIII hereof, the
several parties (in addition to the Company, the Selling Securityholder and the
several Underwriters) indemnified under the provisions of said Section VIII,
and their respective personal representatives, successors and assigns.  Nothing
in this Agreement is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable remedy or claim under or in
respect of this Agreement or any provision herein contained.  The term
"successors and assigns" as herein used shall not include any purchaser, as
such purchaser, of any of the Shares from any of the several Underwriters.

XII.     NOTICES.  Except as otherwise provided herein, all communications
hereunder shall be in writing or by telecopy and, if to the Underwriters, shall
be mailed, telecopied or delivered to UBS Securities LLC, 299 Park Avenue, New
York, NY 10171, Attention: Mr. Richard Messina, with a copy to Brobeck, Phleger
& Harrison LLP, 1633 Broadway, 47th Floor, New York, New York 10019, Attention:
Alexander D. Lynch, Esq.; if to the Company, shall be mailed, telecopied or
delivered to it at its office, 9000 Virginia Manor Road, Beltsville, Maryland
20705, Attention: Mr. Charles M. Fleischman, with a copy to Ballard Spahr
Andrews & Ingersoll, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania
19103-7599, Attention:  Morris Cheston, Jr.; and if to the Selling
Securityholder, shall be mailed, telecopied or delivered to the Selling
Securityholder in care of





                                       24
<PAGE>   25
Digene Corporation, 9000 Virginia Manor Road, Beltsville, Maryland 20705,
Attention: Mr. Charles M. Fleischman.  All notices given by telecopy shall be
promptly confirmed by letter.

XIII.    MISCELLANEOUS.  The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants in this Agreement shall remain in full force and effect regardless of
(i) any investigation made by or on behalf of any Underwriter or controlling
person thereof, or by or on behalf of the Selling Securityholder, the Company
or the Company's respective directors of officers, and (ii) delivery of and
payment for the Shares under this Agreement.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         You will act as Representatives of the several Underwriters in all
dealings with the Company under this Agreement, and any action under or in
respect of this Agreement taken by you jointly or by UBS Securities LLC, as
Representatives, will be binding upon all of the Underwriters.

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.





                                       25
<PAGE>   26
         Please sign and return to the Company and to the Selling
Securityholder in care of the Company the enclosed duplicates of this letter,
whereupon this letter will become a binding agreement among the Company, the
Selling Securityholder and the several Underwriters in accordance with its
terms.

                                 Very truly yours,


                                 DIGENE CORPORATION



                                 By:
                                    -------------------------------------
                                    Mr. Evan Jones
                                    President and Chief Executive Officer



                                 SELLING SECURITYHOLDER



                                 By:
                                    -------------------------------------
                                    Mr. Evan Jones
                                    Armonk Partners



The foregoing Agreement
is hereby confirmed and
accepted as of the date
first above written.

UBS SECURITIES LLC
NATIONSBANC MONTGOMERY SECURITIES, INC.

By:      UBS SECURITIES LLC



By:
   -------------------------------
    Name:

    Title:

Acting on behalf of the several
Underwriters, including themselves,
named on Schedule A hereto.
<PAGE>   27
                                   SCHEDULE A

                                  UNDERWRITERS



<TABLE>
<CAPTION>
                                                                                                               Number of
                                                                                                                Shares
                                                                                                                to be
                 Underwriters                                                                                  Purchased
                 ------------                                                                                  ---------
<S>                                                                                                             <C>
UBS Securities LLC  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [_____]
NationsBanc Montgomery Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [_____]
                                            
                                            
                 Total  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [_____]
                                                                                                                =======
</TABLE>
<PAGE>   28
                                   SCHEDULE B

                               Lock-Up Agreements
<PAGE>   29
                                   APPENDIX A



OPINION OF COUNSEL TO THE COMPANY AND THE SELLING SECURITYHOLDER

         Ballard Spahr Andrews & Ingersoll shall opine to the effect that:

         A.      Each of Digene Corporation (the "Company") and Digene
                 Europe, Inc., a Delaware Corporation ("Digene Europe")
                 has been duly incorporated under the laws of the jurisdiction
                 of its incorporation, and each of the Company and Digene 
                 Europe is validly existing as a corporation and is in good 
                 standing under the laws of the jurisdiction of its 
                 incorporation;

         B.      Each of the Company and Digene Europe has the corporate power 
                 and authority to own, lease and operate its properties and to
                 conduct its business substantially as described in the
                 Prospectus. The Company is duly qualified to do business as a
                 foreign corporation and is in good standing in Maryland. To
                 such counsels knowledge, the Company does not own or control,
                 directly or indirectly, any corporation, association or other
                 entity other than Digene Europe and Digene do Brazil Ltda,
                 a limited liability company organized under the laws of Brazil
                 (collectively, the "Subsidiaries";

         C.      The Company has full power and authority (corporate and
                 otherwise) to enter into the Underwriting Agreement and to
                 perform the transactions contemplated hereby, including,
                 without limitation, the power and authority to issue, sell and
                 deliver to the Underwriters the Company Shares;

         D.      The Underwriting Agreement has been duly authorized by all
                 necessary corporate action on the part of the Company, and
                 necessary partnership action on the part of the Selling
                 Securityholder, and has been duly executed and delivered by
                 the Company and the Selling Securityholder and is a valid and
                 binding agreement of each of the Company and the Selling
                 Securityholder, enforceable in accordance with its terms
                 except as rights to indemnification or contribution may be
                 limited by applicable laws or equitable principles and except
                 as enforcement may be limited by applicable bankruptcy,
                 insolvency, reorganization, moratorium or other similar laws
                 relating to or affecting creditors' rights generally or by
                 general equitable principles;

         E.      All outstanding shares of capital stock of the
                 Company (including the Selling Securityholder Shares) and
                 Digene Europe (a) have been duly authorized and validly issued
                 and are fully paid and nonassessable, (b) to such counsel's
                 knowledge have been issued in compliance with all federal and
                 state securities laws, and (c) were not issued in violation or
                 subject to any preemptive right, resale right, right of first
                 refusal or similar right known to such counsel.  To the
                 knowledge of such counsel, all shares of capital stock of
                 Digene Europe which are owned by the Company are free and
                 clear of any security interest created under Article 9 of the
                 Uniform Commercial Code. To the knowledge of such counsel, no
                 options or warrants to purchase, or any preemptive rights or
                 other rights to subscribe for or to purchase, any securities
                 or obligations convertible into, or any contracts or
                 commitments to issue or sell, shares of its capital stock or
                 any such options, rights, convertible securities or
                 obligations in Digene Europe are outstanding;
<PAGE>   30
         F.      The form of certificate evidencing the Common Stock complies
                 with the applicable provisions of Delaware law;

         G.      The Company Shares to be purchased from the Company pursuant
                 to the Underwriting Agreement have been duly authorized for
                 issuance and sale to the Underwriters pursuant to the
                 Underwriting Agreement and, when issued and delivered by the
                 Company against payment therefor in accordance with the terms
                 of the Underwriting Agreement, will be duly and validly issued
                 and fully paid and nonassessable, and will be sold free and
                 clear of any pledge, lien, security interest, encumbrance,
                 claim or equitable interest, and, to the knowledge of such
                 counsel, not in violation of any preemptive right, co-sale
                 right, right of first refusal or other similar right;

         H.      The Registration Statement has become effective under the Act
                 and, to such counsel's knowledge, no stop order suspending the
                 effectiveness of the Registration Statement or suspending or
                 preventing the use of the Prospectus has been issued and no
                 proceedings for that purpose have been instituted or are
                 pending or threatened under the Act; any required filing of
                 the Prospectus and any supplement thereto pursuant to Rule
                 424(b) of the Rules and Regulations has been made in the
                 manner and within the time period required by such Rule 424(b)
                 and any required filing of an abbreviated registration
                 statement pursuant to Rule 462(b) of the Rules and Regulations
                 has been made in the manner and within the time period
                 required by such Rule 462(b);

         I.      The Registration Statement, all Preliminary Prospectuses, the
                 Prospectus, and each amendment or supplement thereto (other
                 than the consolidated financial statements (including the
                 notes and schedules) and financial and statistical data
                 derived therefrom, as to which such counsel need express no
                 opinion), comply as to form in all material respects with the
                 requirements of the Act and the applicable Rules and
                 Regulations, and to the best of such counsel's knowledge,
                 there are no agreements, contracts, leases or documents of a
                 character required to be described in, or filed as an exhibit
                 to, the Registration Statement by the Act and the applicable
                 Rules and Regulations which are not described or filed as
                 required;

         J.      The statements in the Registration Statement and the
                 Prospectus summarizing statutes, rules and regulations (other
                 than the statements under the captions "Risk Factors --
                 Uncertainty Regarding Patents and Proprietary Rights," "Risk
                 Factors -- Government Regulation," "Business -- Licenses,
                 Patents and Proprietary Information" and "Business --
                 Government Regulation," as to which such counsel need express
                 no opinion), including the Delaware corporation law and the
                 description of the certificate of incorporation and bylaws of
                 the Company, are accurate in all material respects and fairly
                 present the information required to be presented by the Act or
                 the Rules and Regulations; and such counsel does not know of
                 any statutes, rules or regulations required to be described in
                 the Registration Statement or the Prospectus that are not
                 described or referred to therein as required (except that such
                 counsel need express no opinion with respect to statutes,
                 rules or regulations relating to patents or United States Food
                 and Drug Administration or foreign regulatory matters);

         K.      The statements under the caption "Risk Factors -- Shares
                 Eligible for Future Sale" in the Prospectus, insofar as such
                 statements or documents constitute a summary of documents
                 referred to therein or matters of law, are accurate summaries
                 and fairly present, in all material respects, the information
                 called for with respect to such documents and matters;
<PAGE>   31
         L.      The information required to be set forth in the Registration
                 Statement in answer to Items 9 and 10 (insofar as it relates
                 to such counsel) of Form S-3 is, to the best of such counsel's
                 knowledge, accurately and adequately set forth therein in all
                 material respects or no response is required with respect to
                 such Items;

         M.      Neither the Company nor Digene Europe is (a) in violation of 
                 its certificate of incorporation or bylaws, or (b) to the best
                 knowledge of such counsel, in default in the performance or
                 observance of any obligation, agreement, covenant or condition
                 contained in any bond, debenture, note or other evidence of
                 indebtedness or in any contract, indenture, mortgage, loan
                 agreement, joint venture or other agreement or instrument
                 which is filed as an exhibit to the Registration Statement or
                 as an exhibit to any document incorporated by reference into
                 the Prospectus, or (c) to the best knowledge of such counsel,
                 in violation of any writ, injunction, judgment or decree of
                 any court or governmental agency or body to which the Company
                 is subject;

         N.      The execution, delivery and performance of the Underwriting
                 Agreement and the consummation of the transactions therein
                 contemplated do not and will not (a) conflict with or result
                 in a breach of any of the terms or provisions of or,
                 constitute a default under, the certificate of incorporation
                 or bylaws (or similar organizational documents) of the Company
                 or the Selling Securityholder, or (b) to the best knowledge of
                 such counsel, result in a breach or violation of any of the
                 terms and provisions of, or constitute a default under, any
                 indenture, mortgage, deed of trust, loan agreement, bond,
                 debenture, note agreement or other evidence of indebtedness,
                 or any lease, contract or other agreement or instrument to
                 which the Company or the Selling Securityholder is a party 
                 and which is filed as an exhibit to the Registration Statement
                 or as an exhibit to any document incorporated by reference
                 into the Prospectus, or (c) to the best knowledge of such
                 counsel, conflict with or result in a violation or breach of
                 any law, order, rule, regulation, writ, injunction, judgment
                 or decree of any court or governmental agency or body to which
                 the Company or the Selling Securityholder is subject (except
                 that no opinion need to be expressed with respect to
                 compliance with statutes, rules and regulations relating to
                 patents or United States Food and Drug Administration or
                 foreign regulatory matters or state securities or "Blue Sky"
                 laws), which violation or breach would have a Material Adverse
                 Effect;

         O.      To the best knowledge of such counsel, the Company has all 
                 licenses, consents, certificates, orders, approvals and
                 permits of any federal, state, local or foreign government
                 authority that are necessary to conduct its business
                 substantially as described in the Registration Statement and
                 the Prospectus, except where failure to have such licenses,
                 consents, certificates, orders, approvals and permits would
                 not have a Material Adverse Effect (except that such counsel
                 need express no opinion with respect to such licenses,
                 consents, certificates, orders, approvals, permits, statutes,
                 rules or regulations relating to patents or United States Food
                 and Drug Administration or foreign regulatory matters);

         P.      No consent, approval, authorization, order, designation or
                 declaration of or filing by or with any court or regulatory,
                 administrative or other governmental agency or body is
                 necessary in connection with the execution and delivery of the
                 Underwriting Agreement by the Company and the Selling
                 Securityholder and the consummation of the transactions
                 therein contemplated except such as may have been obtained
                 under the Act, the Exchange Act, under foreign or state
                 securities or Blue Sky laws or under the rules and regulations
                 of the NASD in connection with the purchase and distribution
                 of the Shares by the Underwriters;

         Q.      To such counsel's knowledge, there are no pending or
                 threatened actions, suits, claims, proceedings or
                 investigations against the Company or any Subsidiary or any
                 of their respective officers or any of their respective
                 properties, assets or
<PAGE>   32
                 rights before any court of governmental agency or body or
                 otherwise, except where such threatened actions, suits,
                 proceedings or investigations against the Company or any
                 Subsidiary or any of their respective officers or any of their 
                 respective properties, assets or rights would not have a 
                 Material Adverse Effect;

         R.      To such counsel's knowledge, except as set forth in the
                 Registration Statement and Prospectus, no holders of shares of
                 Common Stock or other securities of the Company have
                 registration rights with respect to securities of the Company
                 and, except as set forth in the Registration Statement and
                 Prospectus, all holders of securities of the Company having
                 registration rights with respect to shares of Common Stock or
                 other securities have, with respect to the offering
                 contemplated hereby, waived such rights, such rights have
                 otherwise been waived, are not exercisable, or have expired by
                 reason of lapse of time following notification of the
                 Company's intent to file the Registration Statement.

         S.      No transfer taxes are required to be paid in connection with
                 the sale or delivery to the Underwriters of the Firm Shares or
                 the Option Shares;

         T.      The Company is not an "investment company," or
                 a "promoter" or "principal underwriter" for a registered
                 investment company, as such terms are defined in the
                 Investment Company Act of  1940, as amended.

         U.      The Selling Securityholder has full right, power and authority
                 to sell, transfer, assign and deliver the Selling
                 Securityholder Shares pursuant to the terms of the
                 Underwriting Agreement; and

         V.      To the knowledge of such counsel, pursuant to
                 the Underwriting Agreement, the Selling Securityholder Shares
                 will be sold to the Underwriters free of adverse claims.  In 
                 rendering such opinion, such counsel may assume that the 
                 Underwriters are without notice of any adverse claims with
                 respect to the Selling Securityholder Shares.

         In addition, such counsel shall include a statement to the effect that
such counsel has participated in conferences with officials and other
representatives of the Company, the Selling Securityholder, the
Representatives, Underwriters' Counsel and the independent public accountants
of the Company, at which conferences the contents of the Registration Statement
and the Prospectus and related matters were discussed, and although they have
not verified, and assume no responsibility for, the accuracy or completeness of 
the statements contained in the Registration Statement or the Prospectus, 
nothing has come to the attention of such counsel which caused them to believe 
that, at the time the Registration Statement became effective the Registration 
Statement (except as to consolidated financial statements (including notes and 
schedules) and financial and statistical data derived therefrom, as to which 
such counsel need express no opinion) contained any untrue statement of a 
material fact or omitted to state a material fact required to be stated therein 
or necessary to make the statements therein not misleading, or at the Closing 
Date or any later Option Closing Date, as the case may be, the Registration 
Statement or the Prospectus (except as aforesaid) contained any untrue 
statement of a material fact or omitted to state a material fact required to 
be stated therein or necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading.

         Counsel rendering the foregoing may rely (i) as to questions of law
not involving the laws of the Commonwealth of Pennsylvania, the United States 
or the General Corporation Law of the State of Delaware upon opinions of local
counsel, and (ii) as to questions of fact upon representations of the Selling
Securityholder and
<PAGE>   33
representations or certificates of officers of the Company, governmental
officials and other persons, as the case may be, in which case its opinion is
to state that it is so doing and that it has no actual knowledge of any
material misstatement or inaccuracy in such opinions, representations or
certificates, and that they believe that they and the Underwriters are
justified in relying on such opinions or certificates.  Copies of any opinion,
representation or certificate so relied upon shall be delivered to you, as
Representatives of the Underwriters, and to Underwriters' Counsel.
<PAGE>   34
                                   APPENDIX B


OPINION OF PATENT COUNSEL TO THE COMPANY

         Pennie & Edmonds shall indicate that they served as special counsel to
the Company, with respect to patents and proprietary rights, and shall opine to
the effect that:

         A.      To the best of such counsel's knowledge, the statements in the
                 Prospectus relating to United States patent and licensing
                 matters under the captions "Risk Factors -- Uncertainty
                 Regarding Patents and Proprietary Rights" and "Business," and
                 other references in the Prospectus to United States patent and
                 licensing matters, insofar as such statements constitute a
                 summary of legal matters, documents, or proceedings, are
                 accurate and present fairly the information purported to be
                 shown; and

         B.      To the best of such counsel's knowledge, the statements in the
                 Prospectus relating to United States patent and licensing
                 matters under the captions "Risk Factors -- Uncertainty
                 Regarding Patents and Proprietary Rights" and "Business," and
                 other references in the Prospectus to United States patent and
                 licensing matters, do not contain an untrue statement of
                 material fact or omit to state a material fact necessary to
                 make the statements therein, in light of the circumstances in
                 which they were made, not misleading.
<PAGE>   35
                                   APPENDIX C


OPINION OF REGULATORY COUNSEL TO THE COMPANY

         Hogan & Hartson L.L.P. shall indicate that they served as special
United States Food and Drug Administration regulatory counsel to the Company,
with respect to government regulation, and shall opine that:

         A.      The statements in the Prospectus under the captions "Risk
                 Factors -- Government Regulation," and "Business -- Government
                 Regulation," and other references in the Prospectus to those
                 matters described in such sections, insofar as such statements
                 purport to summarize applicable provisions of the Food, Drugs
                 and Cosmetics Act and the regulations promulgated thereunder,
                 are accurate summaries in all material respects of the
                 provisions purported to be summarized under such captions in
                 the Prospectus; and

         B.      No facts have come to such counsel's attention which causes
                 such counsel to believe that the statements in the Prospectus
                 under the captions "Risk Factors -- Government Regulation,"
                 and "Business -- Government Regulation," and other references
                 in the Prospectus to those matters described in such sections,
                 insofar as such statements relate to FDA regulatory matters,
                 at the time the Registration Statement became effective,
                 contained an untrue statement of a material fact or omitted to
                 state a material fact required to be stated therein or
                 necessary to make the statements therein not misleading, or as
                 of the date hereof contains an untrue statement of a material
                 fact or omits to state a material fact necessary in order to
                 make the statements therein, in the light of the circumstances
                 under which they were made, not misleading.

         Such counsel may advise you that, in rendering their opinion, they
have relied on certain factual representations of the Company and that they
have not independently verified the accuracy and completeness of such
representations.

<PAGE>   1
                                                                     EXHIBIT 5.1


                                                       October 6, 1997



Digene Corporation
9000 Virginia Manor Road
Beltsville, Maryland  20705

                Re:  DIGENE CORPORATION -
                     REGISTRATION STATEMENT ON FORM S-3
                     (REGISTRATION NO. 333-35463)

Gentlemen:

        We have acted as counsel to Digene Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement, as amended to the date hereof, filed on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended,
of up to 2,875,000 shares (including up to 875,000 shares of Common Stock to be
sold by the Selling Stockholder) of the Company's common stock, $.01 par value
per share (the "Common Stock").

        We are familiar with the proceedings taken and proposed to be taken by
the Company in connection with the proposed authorization, issuance and sale of
the Common Stock.  In this connection, we have examined and relied upon such
corporate records and other documents, instruments and certificates and have
made such other investigations as we deemed appropriate as the basis for the
opinion set forth below.  In our examination, we have assumed legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of such original documents.

        The opinion expressed below is based on the assumption that the
Registration Statement will become effective.

        Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Company have been duly authorized and, when
issued, delivered and paid for in accordance



<PAGE>   2
Digene Corporation
October 6, 1997
Page 2


with the terms of the Underwriting Agreement, the form of which is filed as
Exhibit 1.1 to the Registration Statement, and upon satisfaction of all
conditions contained therein, will be legally issued, fully paid and
nonassessable.

        We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming a part hereof.


                                        /s/ Ballard Spahr Andrews & Ingersoll






<PAGE>   1
 
                                                                    EXHIBIT 23.1
 
                                    CONSENT
 
   
     We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated August 15, 1997, in Amendment No. 2 to the
Registration Statement (Form S-3 No. 333-35463) and related Prospectus of Digene
Corporation for the registration of 2,500,000 shares of its common stock.
    
 
                                                           /s/ Ernst & Young LLP
 
   
Vienna, Virginia
October 7, 1997
    


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