CYTYC CORP
SUPPLY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>3
<FILENAME>dex1013.txt
<DESCRIPTION>SUPPLY AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.13

[LOGO] CYTYC corporation

                                SUPPLY AGREEMENT

THIS AGREEMENT is made effective as of the 31st December 2000 by and between

1.   Whatman, Inc., a US Corporation incorporated in the state of New Jersey, ,
     having an address at 9 Bridewell Place, Clifton, NJ 07014, USA (hereinafter
     referred to as "Whatman"),

2.   Whatman SA, having an address at Avenue Einstein 11b, B-1348
     Louvain-la-Neuve, Belgium, (hereinafter to as "Whatman SA"), and

3.   Cytyc Corporation, a Delaware corporation, having an address at 85 Swanson
     Road, Boxborough, MA 01719, USA, (hereinafter referred to as "Cytyc"),

Whatman and Cytyc being collectively referred to as the "Parties'.

WHEREAS, Cytyc is the owner of technology, patent rights and regulatory
approvals related to Cytyc's ThinPrep cytyological sample preparation system,
which is sold by Cytyc under the "ThinPrep" trademark;

WHEREAS, Whatman manufactures itself or through its subsidiary or affiliated
companies, certain *** and *** polyester filter membrane material
("Whatman Product"), which is sold by Whatman itself or through its subsidiary
or affiliated companies under the trademarks "Cyclopore" and "Whatman"; and

WHEREAS, Cytyc wishes to be supplied exclusively by Whatman with Whatman Product
for incorporation into Cytyc's ThinPrep System and Whatman wishes exclusively to
supply Whatman Product to Cytyc pursuant to the terms and conditions of this
Agreement.

WHEREAS, Whatman SA and Cytyc are Parties to a Supply Agreement dated 21st
August 1997 ("the Supply Agreement") and wish to terminate that Agreement with
effect from the 31st December subject to commencement of this Agreement.

NOW, THEREFORE, for the mutual premises and covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the Parties hereby agree as follows:

1.   TERMINATION OF WHATMAN SA and CYTYC AGREEMENT

     In consideration of Whatman and Cytyc entering into this Supply Agreeement,
     Cytyc and Whatman SA agree to terminate the Supply Agreement between them
     effective 31st December 2000 subject to this Supply Agreement becoming
     effective at that date and providing Whatman assumes full responsibility
     for any Whatman Product sold to Cytyc by Whatman, but manufactured by
     Whatman SA in accordance with the applicable provisions of this Agreement.

2.   SUPPLY OF PRODUCTS

     2.1  Exclusivity

          Whatman agrees to supply exclusively to Cytyc and Cytyc agrees to
          purchase exclusively from Whatman the Product as specified in Appendix
          I (the "Whatman Product"). Providing Cytyc is not in breach of its
          obligations hereunder, during the Term Whatman agrees not to supply a
          product which is substantially similar to the Whatman Product to any
          medical diagnostic company with products focused on filtering cell
          preservative

<PAGE>

          solutions other than Cytyc and Cytyc agrees, providing Whatman is not
          in breach of its obligations under the Agreement, not to purchase any
          product which is substantially similar to the Whatman Product other
          than from Whatman.

     2.2  Manufacturing Specifications

          (a.) Whatman agrees to manufacture the Whatman Product for Cytyc at
               Whatman's manufacturing facilities in accordance with the product
               specifications provided by Cytyc, in Appendix I (which includes
               the pore size and density, other product specifications, tests
               and range of acceptable values).

          (b.) During the Term, Whatman shall (i) strictly follow the product
               specifications set forth on Appendix I, in manufacturing the
               Whatman Product and (ii) shall not make any changes or additions
               to Appendix I, without Cytyc's prior written authorisation, which
               shall not be reasonably withheld, delayed or conditioned.

          (c.) In the event that Whatman desires to change any component or raw
               material used in the Whatman Product, or its manufacturing
               specifications or processes which could affect the Whatman
               Product, Whatman shall first notify Cytyc in writing and obtain
               Cytyc's written approval which approval shall not be unreasonably
               withheld, delayed or conditioned.

          (d.) Whatman agrees that in discharging its obligations hereunder, it
               will comply with applicable laws and governmental regulations in
               connection with its manufacturing processes and the conduct of
               its business relevant to this Agreement and only providing it has
               a consequence for Cytyc, Whatman shall have no responsibility or
               liability to Cytyc for violating any intellectual property rights
               of third parties if such alleged violation results directly from
               Whatman's compliance with Cytyc's specification as set out in
               Appendix I, or violating any other laws or regulations applicable
               to its business, unless such violation has an impact on Cytyc.

     2.3  Purchase Orders

          (a)  (i) This Agreement does not constitute a purchase order. From
               time to time, Cytyc shall submit firm purchase orders for
               quantities of Whatman Product required . If a conflict exists
               between this Agreement and any purchase order issued by Cytyc
               pursuant to this Agreement, this Agreement shall govern, with the
               sole exception of any non price related terms in the "comments"
               section of any purchase order which is to be agreed by the
               Parties in advance and which shall govern for that specific
               purchase order. A prototype Cytyc purchase order with the agreed
               upon "comments" section is attached here as Appendix 2. (ii)Cytyc
               agrees to purchase, and Whatman agrees to supply, Whatman Product
               ordered by Cytyc on the terms and conditions contained herein.
               Whatman shall fill such orders by the delivery date set forth in
               the purchase order provided that such delivery date is more than
               120 days from the date the purchase order is sent, or such other
               period as may be agreed by the Parties in writing from time to
               time.

<PAGE>

     2.4  Forecasts

          Subject to Clause 3.1 of this Agreement, on or before the last
          business day of January and July of each year, Cytyc shall submit to
          Whatman written nonbinding rolling forecasts of the quarterly
          quantities of Whatman Product expected to be ordered during the
          twenty-four (24) months following the date of such forecasts and the
          annual amounts required in the three years thereafter determined by
          Cytyc to the best of its knowledge. Whatman shall co-operate fully in
          estimating and scheduling production for firm purchase orders based on
          Cytyc's forecasts.

     2.5  Production Capacity

          Whatman agrees that during the Term it shall maintain productive
          capacity to supply no less than 110% of Cytyc's forecast annual
          requirement for the Whatman Product; provided that not more than 30%
          of such annual forecast is scheduled for any one quarter thereof. If
          there is any increase of more than 10% in the actual volume required
          for any annual period compared to the forecast then Whatman may defer
          the supply of such excess for up to six months (or as otherwise agreed
          between the Parties in writing) in order to modify production
          capacity.

     2.6  Quality Control

          (a.) Prior to shipment of any order, Whatman shall perform quality
               control and assurance on each lot of Whatman Product to ensure
               that the Whatman Product shipped to Cytyc conforms to, and
               complies with, the manufacturing specifications set forth on
               Appendix I and the form of Certificate of Traceability set forth
               on Appendix 3 attached hereto ("Certificate") containing the
               results and data on the inspection and testing by Whatman for
               each membrane lot of Whatman Product and certifying that the
               shipped Whatman Product conforms to such manufacturing
               specifications.

          (b.) A Certificate shall accompany each shipment of Whatman Product.

          (c.) All Whatman Product delivered to Cytyc hereunder shall be *** by
               Whatman and/or its subsidiary or affiliate companies, within one
               hundred and eighty (180) days prior to such shipment unless
               otherwise agreed in writing by the Parties hereto.

          (d.) Cytyc shall have the right to inspect and audit Whatman's
               manufacturing facilities and to review all manufacturing
               processes for the manufacture of the Whatman Product in
               accordance with the specification pursuant to this Agreement
               during normal business hours and upon reasonable notice to
               Whatman.

     2.7  Delivery, Acceptance and Warranty

          (a.) Delivery

               Whatman Product supplied to Cytyc hereunder shall be delivered
               F.O.B. at Whatman's site of manufacture of Whatman Product, or on
               such other terms as the Parties may agree from time to time in
               writing. Whatman shall make delivery to Cytyc in accordance with
               written delivery and shipping instructions accompanying each
               purchase order, and shall promptly provide Cytyc written
               verification of each shipment.

          (b.) Warranty

               Whatman warrants that all Whatman Products shall conform with the
               specifications set forth in Appendix I and the Certificate for a
               period of: eighteen (18) months from the date of delivery to
               Cytyc until such time that Whatman's manufacturing facility at
               Scarborough, Maine, has been validated by Cytyc,

<PAGE>

               whereafter the period shall be twelve (12) months from the date
               of delivery to Cytyc.

               Within 30 days of the date of delivery, or expected date of
               delivery, as the case may be, or within 30 days of discovery of
               any failure to comply with the Specifications or Certificate
               during the Warranty period, Cytyc must notify Whatman in writing
               if any Whatman Product does not conform to the specifications in
               Appendix 1, or is damaged; or any order, or part of any order is
               not delivered.

          (c.) Payment

               Payment for Whatman Products shall not constitute acceptance.
               Acceptance by Cytyc shall not relieve Whatman of its warranty or
               any other obligation under this agreement.

          (d.) Cytyc and Whatman each represent and warrant to the other that
               each of them shall use its best efforts to cure any breach as set
               forth in Section 7.2 hereof.

     2.8  Replacement of or Refunds for Products

          In the event that a shipment of Whatman Product has been delivered in
          damaged form or has not been delivered in full, or fails to comply
          with the product specifications set forth on Appendix I, Certificate,
          and if written notice thereof is duly given to Whatman as provided in
          Section 2.7(b) and 3.2 hereof, Whatman shall replace the missing or
          defective quantity of Whatman Product as soon as practicable, but in
          any event, no later than sixty (60) days after notice thereof or shall
          refund the purchase price in full, at Cytyc's option. Whatman shall
          absorb all transportation costs related to defective product shipment
          and returns and shall bear all risk of loss in transit for such
          material.

3.   MINIMUM PURCHASE AMOUNTS AND STOCK

     3.1  Minimum Purchase Amounts

          During the term of this Agreement, Cytyc agrees to purchase Whatman
          Product for the minimum aggregate invoice price (net of taxes, duties,
          tariffs or charges of any kind and net of rebates, returns and
          credits) of US$ *** million or ***% of the forecasted amount for the
          year, whichever is the higher, in the year 2001. In each subsequent
          year of the Term, the minimum aggregate invoice price of US$***
          million will be adjusted upward in proportion to any price increase
          implemented pursuant to this Agreement.

     3.2  Stock of Irradiated Membrane

          (a.) Whatman shall manufacture and hold as safety stock *** membrane
               conforming to Appendix 1, in an amount sufficient, for eventual
               processing into Whatman Product ("the Stock") which is equivalent
               to Cytyc's requirement for the second 12 months of Cytyc's 24
               month forecasts provided pursuant to Clause 2.4 hereof. Whatman
               shall provide Cytyc on a quarterly basis in January et. seq. of a
               certificate showing the amount of the Stock.

          (b.) Whatman shall not charge Cytyc for the Stock held by it other
               than a storage charge which is included in the price in Clause
               4.1 (a) below in an amount of ***% of that price, provided
               however that Whatman shall be entitled, on any occasion that
               prices may be increased pursuant to Clause 4.1 (c) or (d), to
               increase the price of the Whatman Product to Cytyc in respect of
               the storage cost according to the following formula:

          (    B    x ***%    )    X    Current Price
               -
          (    A              )

<PAGE>

          Where in the year in respect of which stock is held

               A    =    Actual amount ordered by Cytyc

               B    =    Forecast amount by Cytyc

          Which formula shall only be applied where B results in a factor of
          more than ***.                            -
                                                    A

          An example of this calculation is annexed hereto as Appendix 4.

          (c.) Cytyc shall be unconditionally liable to purchase the Stock at a
               price of ***% of the then current price of Whatman Product,
               immediately upon termination of this Agreement for any reason but
               only providing it conforms to the specification in respect of
               *** in Appendix 1.

4.   PAYMENTS

     4.1  Price

          (a.) In consideration of Cytyc agreeing to have Whatman be its
               exclusive supplier of Whatman Product hereunder, Cytyc shall pay
               to Whatman a price per square metre of US$*** FOB site of
               manufacture for the year 2001. Cytyc shall make such payment to
               Whatman in US dollars within thirty (30) days of the date of
               receipt of each invoice.

          (b.) Cytyc coordinates and shall pay all shipping and handling costs,
               sales, use, excise or similar taxes or duties, tariffs,
               withholding obligations and other export fees as applicable.

          (c.) Whatman may revise prices annually during the Term, subject to
               six month's prior notice thereof and the agreement thereto of the
               Parties in writing. Should the Parties fail to agree, then the
               existing price shall be increased by the amount of any increase
               in the US Consumer price index for the previous twelve months.
               Additionally, Whatman and Cytyc may discuss potential ways of
               improving efficiencies and share any savings ratably.

          (d.). Notwithstanding the foregoing, Whatman shall have the right to
               revise the price for Whatman Product in order to take account of
               any extraordinary circumstances which arise outside of the
               reasonable control of Whatman and which have a material impact on
               the raw material and other costs of production.

5.   INTELLECTUAL PROPERTY

     (a.) Whatman represents that, Whatman has the exclusive right to use the
          trademark "Cyclopore" and "Whatman" in connection with the Whatman
          Products and that Cytyc shall not use or permit others to use the
          "Cyclopore" or "Whatman" trademark in any way whatsoever with or in
          connection with the Whatman Product purchased by Cytyc hereunder
          without the written permission of Whatman. Cytyc agrees that it shall
          not resell the Whatman Product in any manner whatsoever under any
          trademark other than the "ThinPrep" trademark without the express
          written consent of Whatman.

     (b.) Cytyc represents that it has the exclusive right to use the "Thin
          Prep" trademark for medical sample preparations.

     (c.) Nothing in this Agreement shall be construed as conveying a license,
          right, title, or interest in or to any trademark other than the
          permissive use in connection with the manufacture of Whatman Product
          and its sale by Cytyc under the Thin Prep trademark.

<PAGE>

     (d). If Cytyc is sued alleging that the manufacturing process used for the
          Whatman Product infringes a United States patent, Whatman agrees to
          use reasonable efforts to defend the suit, pay reasonable litigation
          costs, indemnify Cytyc for any actual damages awarded or any
          settlement approved by Whatman, provided Cytyc: gives Whatman (i)
          timely written notice of such suit; (ii) continuous cooperation in the
          defense of the suit; and (iii) control over the defense of any such
          suit. If in any such suit Cytyc is enjoined by a final, unappealable
          court order, or by a settlement approved by Cytyc, from using the
          Whatman Product , Whatman may at its discretion and using reasonable
          endeavors (i) procure for Cytyc the right to continue using the
          Whatman Product or, (ii) replace or modify the Whatman Product to
          avoid infringement. Notwithstanding any other provision hereof,
          Whatman shall have no obligation to defend, and shall not be liable
          for any costs or damages awarded in, any suit for infringement
          concerning (i) the Whatman Product if made to specifications supplied
          by Cytyc, (ii) any infringement, based upon the use by Cytyc of the
          Whatman Product (but not its manufacture).

6.   LIMITATION OF LIABILITY

     6.1  WHATMAN SHALL BE LIABLE (IN THE YEAR SUCH DAMAGES ARE INCURRED BY
          CYTYC) FOR ALL DIRECT COSTS, LOSSES (FOR THE AVOIDANCE OF DOUBT,
          EXCLUDING LOSS OF PROFITS) AND EXPENSES, PROVIDING SAME ARE DIRECTLY
          ATTRIBUTABLE TO THE MANUFACTURE, DELIVERY AND SUBSEQUENT USE BY CYTYC
          OF WHATMAN PRODUCT WHICH DOES NOT CONFORM TO THE PRODUCT
          SPECIFICATIONS IN APPENDIX 1. WHATMAN'S TOTAL LIABILITY HEREUNDER
          SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO WHATMAN BY CYTYC HEREUNDER
          IN THE YEAR SUCH SUIT IS RESOLVED.

     6.2  During the term of this Agreement and for a period of three years
          following the termination of this Agreement, each Party shall maintain
          insurance coverage of the types and in amounts usually insured by
          companies of the size and operating the business conducted by such
          Party, including, without limitation, such insurance coverage as such
          Party is required to maintain under applicable law and comprehensive
          general liability insurance (including product liability) safeguarding
          against liability for injuries to persons, including injuries
          resulting in death, and damage to property. In no event shall such
          insurances have an aggregate value of less than US$ 10 million or
          equivalent.

7.   TERM and TERMINATION

     7.1  Unless earlier terminated in accordance with this Article 7, this
          Agreement shall commence on the date set forth above and shall
          continue through December 31, 2005 ("the Term").

     7.2  Either Party shall have the right to terminate this Agreement
          immediately, by notice in writing in the event that the other Party
          hereto

          (i)  shall default on or materially breach any of its covenants,
               undertakings or obligations on its part to be performed hereunder
               (with respect of Cytyc, such breach to include non-payment by
               Cytyc hereunder or failure to purchase Minimum Purchase Amounts),
               and such default or breach is not corrected or cured within 30
               days after written notice thereof has been given by the
               nondefaulting party; or

          (ii) enters into liquidation whether compulsorily or voluntarily
               otherwise than for the purposes of amalgamation or reconstruction
               or compound with its creditors or has a Receiver appointed over
               all or any part of its assets or take or suffers any similar
               action in consequence of debt.

<PAGE>

     7.3  Any termination under this Article 7 shall be without prejudice to the
          rights of either Party against the other then accruing or otherwise
          accrued under this Agreement. All outstanding obligations and
          liabilities of Cytyc and Whatman under Articles 3.1, 3.2 (c) 5, 6, 7
          and 8 hereof shall survive any expiration or termination of this
          Agreement. Upon termination, Whatman shall promptly provide Cytyc with
          all copies of Appendix 1 and any derivative documents and remaining
          finished inventory of Whatman Product upon payment by Cytyc of the
          applicable price for such Whatman Product. Whatman and Cytyc shall use
          their best efforts to agree on reasonable terms for Whatman to provide
          Cytyc with details of Whatman's manufacturing specifications in
          respect of the Whatman Product.

8.   CONFIDENTIALITY

     8.1  The Parties hereto shall treat all confidential information and
          materials received from the other, as confidential and agree not to
          use or disclose to any third party, other than directors, officers,
          employees, agents or advisors ("Representatives") who need to know
          such information in connection with this Agreement, any such
          information or materials without first obtaining the written consent
          of the Party providing the information. Whatman further agrees to take
          all practicable steps to ensure that any such information shall not be
          used by its Representatives, except on like terms of confidentiality
          as aforesaid, and that such information shall be kept fully private
          and confidential by them. In any event, the Parties shall be
          responsible for any breach of this Agreement by any of their
          respective Representatives.

     8.2  For purposes of this Article 8, confidential information shall mean
          (i) all information marked confidential by the disclosing Party, and,
          if disclosed orally, summarised in written format and marked
          confidential within thirty (30) days of disclosure to the other Party,
          and (ii) the existence or terms and conditions of this Agreement. The
          Parties agree that disclosure of Confidential Information as defined
          herein shall not be made by "e-mail" transmission. The term
          Confidential Information shall mean certain information (including,
          but not limited to, by way of sample) concerning the composition,
          methods of manufacture, processes and quality control of the Parties'
          respective products and processes, or other proprietary or
          confidential information relating to their respective customers,
          finances and business plans which is valuable and confidential (the
          "Confidential Information").

     8.4  Notwithstanding the foregoing, the obligations set forth in this
          Article 8 shall not apply to any information which:

          (a)  at the time of its disclosure is already in the public domain or
               subsequently comes into the public domain otherwise than by
               breach of this Agreement;

          (b)  the recipient of such disclosure (the "Receiving Party")
               demonstrates to the Party disclosing information (the "Disclosing
               Party") was, immediately prior to its disclosure, already in the
               possession of the Receiving Party, but not already published;

          (c)  the Disclosing Party authorises to the Receiving Party in writing
               to be disclosed;

          (d)  the Receiving Party receives from a third party which such third
               party did not itself obtain it in confidence directly or
               indirectly from the Disclosing Party;

          (e)  is disclosed in response to a valid order by a court or other
               governmental body, which was otherwise required be law, or any
               disclosure necessary to establish the rights of either Cytyc or
               Whatman under this Agreement; provided, however, that

<PAGE>

               the Receiving Party shall first give written notice of such
               required disclosure to the Disclosing Party; or

          (f)  is independently developed by either party without reference to
               Confidential Information, as evidenced by verifiable records.

9.   NOTICES

     9.1  Any notice required or permitted to be given hereunder shall be sent
          in writing by registered or certified airmail, postage prepaid, return
          receipt requested, or by air courier, or telecopier, or facsimile
          transmission addressed to the Party to whom it is to be given as
          follows:

          If to Whatman:             Whatman, Inc.
                                     9 Bridewell Place
                                     Clifton, NJ 07014 USA
                                     Fax:       (973) 773 5800
                                     Attention: President and
                                                Chief Executive Officer
                                     Copy to:   Company Secretary

                                     Whatman plc
                                     Whatman House
                                     St. Leonard's Road
                                     20/20 Maidstone
                                     Kent ME16 0LS
                                     Fax:          +44(0)1622 687408

          If to Cytyc:               Cytyc Corporation
                                     85 Swanson Road
                                     Boxborough
                                     Massachusetts 01719 USA
                                     Fax:        (508) 635-1033
                                     Attention:  Vice President, Operations
                                     With CC to: VP HR & General Counsel

          or to such other address or addresses as may from time to time be
          given in writing by either Party to the other pursuant to the terms
          hereof.

     9.2  Any notice sent pursuant to this Article 9 shall be deemed delivered
          on the third business day after dispatch by airmail and on the second
          business day after dispatch by air courier or telecopier or facsimile.

10.  MISCELLANEOUS

     10.1 Assignment

          This Agreement shall not be assigned by either Party without the prior
          written consent of the other Party, except

          (a.) with respect to Whatman, in connection with any reorganisation,
               merger or consolidation of Whatman involving (i) only a change in
               the state of incorporation of Whatman, (ii) a merger of Whatman
               with or into a wholly-owned subsidiary of Whatman, (iii) the
               transfer of the outstanding capital stock of Whatman to any
               wholly-owned subsidiary of Whatman plc, or (iv) an acquisition or
               merger, reorganisation or consolidation, of which Whatman is the
               surviving corporation and operates as a going concern and 60% or
               more of the same management, where Whatman is purchasing the
               assets or stock of another entity (vs. the sale of all or
               substantially all of the assets of Whatman) and

<PAGE>

          (b.) with respect to Cytyc, in connection with the acquisition of
               Cytyc, including an acquisition by any (i) sale, issuance,
               exchange or transfer, in a single transaction or a series of
               related transactions, of greater than fifty percent (50%) of the
               oustanding capital stock of Cytyc to a third party, (ii) sale of
               all or substantially all of the assets of Cytyc, or (iii) merger,
               consolidation or other reorganisation involving Cytyc and one or
               more other entities in which the shares of Cytyc outstanding
               capital stock immediately prior to such transaction are converted
               into, exchanged for or represent less than a majority of the
               voting power of the surviving or resulting entity.

          (c.) This Agreement shall be binding upon and inure to the benefit of
               and be enforceable by the Parties hereto and their respective
               successors and permitted assigns.

     10.2 Force Majeure

          Any delays in or failures of performance by either Party under this
          Agreement shall not be considered a breach of this Agreement if and to
          the extent caused by occurrences beyond the reasonable control of the
          Party affected, including, but not limited to: Acts of God; acts,
          regulations or laws of any government (including, without limitation,
          import and export regulations); strikes or other concerted acts of
          workers; lawsuits relating to the subject matter hereof; fires;
          floods; explosions; riots; wars; rebellion and sabotage; and any time
          for performance hereunder shall be extended by the actual time of
          delay caused by such occurrence. Each Party shall promptly give notice
          to the other of the starting and stopping of the above-mentioned
          occurrences. Cytyc may seek an alternative supplier if any disruption
          of supply of Whatman Product exceeds 30 days.

     10.3 Entire Agreement

          This Agreement and its appendices constitute the entire understanding
          between the Parties with respect to the subject matter hereof and
          supersedes and replaces all prior agreements, understandings, writings
          and discussions between the Parties relating to said subject matter.

     10.4 Amendments

          (a.) This Agreement may be amended and any of its terms or conditions
               may be waived only by a written consent executed by both Parties,
               or, in the case of a waiver, by the Party waiving compliance.

          (b.) The failure of either Party at any time or times to require
               performance of any provision hereof shall in no manner affect its
               rights at a later time to enforce the same.

          (c.) No waiver by either Party of any condition or term in any one or
               more instances shall be construed as a further or continuing
               waiver of such condition or term or of another condition or term.

     10.5 Counterparts

          This Agreement may be executed in any number of counterparts, each of
          which shall be deemed an original and all of which taken together
          shall constitute one and the same instrument.

     10.6 Governing Law

          The validity interpretation and performance of this Agreement and the
          rights and obligations of the Parties arising hereunder shall be
          governed by the internal laws of the

<PAGE>

          Commonwealth of Massachusetts and the Parties hereby consent to the
          non-exclusive jurisdiction of the courts of the Commonwealth of
          Massachusetts.

     10.7 Severability

          If any provision of this Agreement is or becomes illegal or
          unenforceable, as determined by a court of competent jurisdiction, the
          remaining provisions contained herein shall nevertheless be valid and
          binding upon the Parties hereto.

     10.8 Relationship of the Parties

          Neither Party shall act or represent or hold itself out as having
          authority to act as an agent, employee or partner of the other Party,
          or in any way bind or commit the other Party to any obligations.
          Nothing contained in this Agreement shall be construed as creating a
          partnership, joint venture, agency, trust or other association of any
          kind, each Party being individually responsible only for its
          obligations as set forth in this Agreement. All activities by either
          Party under the terms hereof shall be carried on by them as
          independent contractors and not as an agent for the other. Employees
          of either Party performing services hereunder shall not be deemed to
          be employees of the other.

     10.9 Headings

          The headings in this Agreement are inserted for convenience and
          identification only, and are not intended to describe, interpret,
          define or limit the scope or intent of this Agreement or any clause
          hereof.

IN WITNESS WHEREOF, the Parties hereto have caused this Supply Agreement to be
executed by their duly authorised officers effective as of the date and year
first above written.

          WHATMAN, INC.


          By: /s/ Paul A. Bryan
             -------------------------------
             Paul A. Bryan


          WHATMAN S.A.


          By: /s/ Paul A. Bryan
             -------------------------------
             Paul A. Bryan


          CYTYC CORPORATION


          BY: /s/ A. Suzanne Meszner-Eltrich
             -------------------------------
             A. Suzanne Meszner-Eltrich
             Vice President, Human Resources, General Counsel and Secretary

CONFIDENTIAL

APPENDIX 1      Whatman Product
APPENDIX 2      Form of Purchase Order
APPENDIX 3      Form of Certificate
APPENDIX 4      Example for Irradiated membrane calculation pursuant to
                section 3.2

<PAGE>

                                 AMENDMENT No. 1

                             dated October 16, 2001

                    to the Agreement dated December 31, 2000
                  (hereinafter referred to as "the Agreement")

                                    between:

Whatman, Inc., a US Corporation incorporated in the state of New Jersey, having
an address at 9 Bridewell Place, Clifton, NJ 07014, USA (hereinafter referred to
as "Whatman"),

Whatman SA, having an address at Avenue Einstein 11b, B-1348 Louvain-la-Neuve,
Belgium, (hereinafter referred to as "Whatman SA"), and

Cytyc Corporation, a Delaware corporation, having an address at 85 Swanson Road,
Boxborough, MA 01719, USA, (hereinafter referred to as "Cytyc"),

Whatman, Whatman SA and Cytyc being collectively referred to as the "Parties".

WHEREAS, the Parties are desirous of amending the Agreement;

NOW THEREFORE, in consideration of the agreements, mutual representations and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:

     1.   This Amendment constitutes an amendment to the Agreement pursuant to
          the provisions of clause 10.4 of the Agreement.

     2.   Clause 7.1 shall hereby read as follows:

          Unless earlier terminated in accordance with this Article 7, this
          Agreement shall commence on the date set forth above and shall
          continue through December 31, 2007 ("the Term")

     3.   Whatman and Cytyc have agreed to purchase additional stock of ***,
          a raw material used in the manufacturing of *** membranes for
          Cytyc, conforming to the specifications in Appendix 1 of the Agreement
          (the "Raw Material") for years 2006 and 2007 at an amount of ***
          Kg @ *** BFR for $*** US, *** ***%) or $*** paid for by
          Whatman and *** ***%) or $*** paid for by Cytyc.

     4.   During the Term of the Agreement, the Raw Material will be stored at
          facilities of both Parties in the proportions respectively paid by
          them, and neither party will charge the other for storage costs of the
          Raw Material.

                                  Page 1 of 2

<PAGE>

     5.   Whatman agrees to first utilize all of its current stock of ***
          (including the additional ***% purchased by Whatman) (the "current
          stock") to meet Cytyc's production needs. Once the current stock is
          depleted, Whatman agrees to only purchase from Cytyc the reserve stock
          of *** (the ***% purchased and stored by Cytyc) as necessary to meet
          Cytyc's production requirements at Cytyc's cost (as described in
          clause 3 above). Cytyc agrees to purchase from Whatman, at the cost
          Whatman paid for the Raw Material (whether as current stock or as
          purchased from Cytyc) (as described in clause 3 above) any balance of
          Raw Material purchased by Whatman which remains at the end of the Term
          of the Agreement as amended herein, providing the Raw Material is in
          compliance with the specifications of Appendix 1of the Agreement at
          the time of the purchase.

     6.   Whatman shall continue to comply with the provisions of Section 3.2 of
          the Agreement only to the extent that the Raw Material conforming to
          the specifications in Appendix 1 of the Agreement shall be available
          from the stocks purchased by Whatman pursuant to the Agreement as
          amended herein or a newly qualified replacement of the Raw Material is
          purchased by Whatman pursuant to a mutual agreement of the Parties.

     7.   The Parties expressly agree that there are no other understandings,
          writings or discussions related to the subject matter hereof other
          than the Agreement and this Amendment No.1.

     8.   Except as expressly modified by this Amendment No. 1, the Agreement
          shall continue in full force and effect in accordance with its terms
          as stated therein, but, to the extent of such modification, the
          provisions of this Amendment shall supersede those of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be executed by their fully authorized representatives.

               WHATMAN, INC.


               By: /s/ Paul A. Bryan
                  -------------------------------
                  Paul A. Bryan


               WHATMAN S.A.


               By: /s/ Paul A. Bryan
                  -------------------------------
                  Paul A. Bryan


               CYTYC CORPORATION


               By: /s/ A. Suzanne Meszner-Eltrich
                  -------------------------------
                  A. Suzanne Meszner-Eltrich
                  Vice President, Human Resources, General Counsel and Secretary

                                  Page 2 of 2

<PAGE>

                                 AMENDMENT No. 2

                                dated May 2, 2002

                    to the Agreement dated December 31, 2000
                  (hereinafter referred to as "the Agreement")

                                    between:

Whatman, Inc., a US Corporation incorporated in the state of New Jersey, having
an address at 9 Bridewell Place, Clifton, NJ 07014, USA (hereinafter referred to
as "Whatman"),

Whatman SA, having an address at Avenue Einstein 11b, B-1348 Louvain-la-Neuve,
Belgium, (hereinafter referred to as "Whatman SA"), and

Cytyc Corporation, a Delaware corporation, having an address at 85 Swanson Road,
Boxborough, MA 01719, USA, (hereinafter referred to as "Cytyc"),

Whatman, Whatman SA and Cytyc being collectively referred to as the "Parties".

WHEREAS, the Parties are desirous of amending the Agreement which was previously
amended by Amendment 1 on October 16, 2001;

NOW THEREFORE, in consideration of the agreements, mutual representations and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:

     1.   This Amendment constitutes an amendment to the Agreement pursuant to
          the provisions of clause 10.4 of the Agreement.

     2.   Clause 7.1 shall hereby read as follows:

          Unless earlier terminated in accordance with this Article 7, this
          Agreement shall commence on the date set forth above and shall
          continue through December 31, 2012 ("the Term")

     3.   Clause 3.1 shall hereby read as follows:

          During the term of this Agreement, Cytyc agrees to purchase in each
          year Whatman product for the minimum aggregate invoice price (net of
          taxes, duties, tariffs or charges of any kind and net of rebates,
          returns and credits) of US$ *** million or ***% of the
          forecasted amount for the year, whichever is higher, beginning January
          1, 2003. Based upon Cytyc's commitment above, Whatman agrees to
          increase its production capacity for Cytyc by adding a third ***
          line to be located in Whatman's plant in Scarborough, Maine which is
          qualified by Cytyc.

                                   Page 1 to 2

<PAGE>

     4.   Clause 4.1 (c.) shall hereby read as follows:

          Whatman may revise prices annually during the term, subject to one
          year's prior notice to Cytyc and the agreement thereto by the parties
          in writing. Should the parties fail to agree, then the existing price
          shall change by the amount of any change in the United States Producer
          Price Index, Commodity Code WPUSOP2900 "intermediate materials less
          food and energy" for the previous twelve-month period. Additionally,
          Whatman and Cytyc may discuss potential ways of improving efficiencies
          and share any savings ratably.

     5.   The Parties expressly agree that there are no other understandings,
          writings or discussions related to the subject matter hereof other
          than the Agreement, Amendment No. 1 and this Amendment No.2.

     6.   Except as expressly modified by this Amendment No. 2, the Agreement,
          as previously amended, shall continue in full force and effect in
          accordance with its terms. In the event of any conflict between this
          Amendment No. 2 and the terms of the Agreement as previously amended,
          the terms of this Amendment No. 2 shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Agreement to be executed by their fully authorized representatives.

               WHATMAN, INC.


               By: /s/ Paul A. Bryan
                  -------------------------------
                  Paul A. Bryan


               WHATMAN S.A.


               By: /s/ Paul A. Bryan
                  -------------------------------
                  Paul A. Bryan


               CYTYC CORPORATION


               By: /s/ A. Suzanne Meszner-Eltrich
                  -------------------------------
                  A. Suzanne Meszner-Eltrich
                  Vice President, Human Resources, General Counsel and Secretary

                                  Page 2 to 2

</TEXT>
</DOCUMENT>
