8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2009

HOLOGIC, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-18281	04-2902449
(Commission File Number)	(I.R.S. Employer Identification No.)
35 Crosby Drive, Bedford, MA	01730
(Address of Principal Executive Offices)	(Zip Code)

(781) 999-7300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 9, 2009, the Company issued a press release announcing its financial results for the fourth quarter and year ended September 26, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the above-referenced press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. The press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer. On November 5, 2009, the Board of Directors of Hologic, Inc. (the “Company”) appointed Robert Cascella, its President and Chief Operating Officer, to the position of President and Chief Executive Officer. John Cumming, our former Chairman and Chief Executive Officer, has agreed to remain with the Company as Chairman and an executive officer. As Chairman it is anticipated that Mr. Cumming will focus on developing new business and international expansion. Certain biographical information regarding Mr. Cascella is included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2009, and is incorporated herein by reference.

Transition Agreement. In connection with the Company’s leadership change, the Company entered into a Transition Agreement with Mr. Cumming. The Transition Agreement has an initial term expiring on December 31, 2011 and provides that commencing on the effective date of that agreement, November 5, 2009 (the “Effective Date”), Mr. Cumming will be employed as Chairman and an executive officer of the Company.

Initial Compensation. As of the Effective Date, the Transition Agreement reduced Mr. Cumming’s annual base salary to $725,000 per year. In addition, subject to the terms of each applicable plan and in accordance with the terms and conditions of the agreement, the agreement provides that Mr. Cumming will continue to be eligible to participate in the Company’s Short-Term Incentive Plan, Supplemental Executive Retirement Plan, equity incentive plan, health and welfare benefit plans, qualified retirement plans and such other perquisites as offered to other officers of the Company. The agreement further provides that (i) for so long as Mr. Cumming remains employed as an executive officer on a full-time basis, during the Company’s 2010 and 2011 fiscal years, his target

percentage of base salary for participation in the Company’s Short-Term Incentive Plan as may then be in effect will be 85%, and (ii) he will be granted an annual equity incentive award in fiscal 2010, in the form of stock options and restricted stock units, in accordance with the Company’s standard practices and agreements, with an aggregate fair value of approximately $2.8 million. Mr. Cumming’s participation in the Company’s plans for the Company’s 2009 fiscal year, ended September 26, 2009, are not affected by the Transition Agreement.

Transition and Retention Payments. In consideration of Mr. Cumming’s agreement to relinquish his position as Chief Executive Officer, and forego his right to terminate his employment and receive severance benefits under his Retention and Severance Agreement (described below), the Company agreed to pay Mr. Cumming a transition payment of $1.75 million. In addition, the Transition Agreement provides that so long as Mr. Cumming has remained continuously employed by the Company from the Effective Date to the one year anniversary thereof, then the Company will pay Mr. Cumming a retention payment in the amount of $1.725 million; and if Mr. Cumming has remained continuously employed by the Company through the two year anniversary of the Effective Date, then the Company will pay Mr. Cumming an additional retention payment in the amount of $1.725 million (collectively, with the first retention payment, the “Retention Payments”).

Termination of Employment. The Transition Agreement provides that Mr. Cumming shall continue to be an employee at will and that, subject to the terms and conditions of the Agreement, the Company retains the right, at any time, to terminate Mr. Cumming’s employment.

In the event that the Company terminates Mr. Cumming’s employment other than for Cause (as defined), Mr. Cumming resigns for Good Reason (as defined; either such termination, an “Involuntary Termination”), or Mr. Cumming’s employment is terminated as a result of his death or permanent disability, Mr. Cumming will be entitled to the following benefits under the Transition Agreement:

• his accrued compensation and benefits through the date of termination (the “Accrued Benefits”);

• a pro rata bonus for the year based upon his target bonus;

• acceleration of any retention payments not yet made;

• notwithstanding any other provisions to the contrary contained in any equity award agreement, from and after the Effective Date through the Termination Date, the Company shall vest Mr. Cumming in each equity award that was outstanding and unvested as of the Effective Date in equal monthly installments over the remaining vesting term (measured from the Effective Date) of such Equity Award, but not less than would have otherwise vested under the equity award as of the Termination Date; and

• the right to exercise any stock options or other equity awards that are then vested, for a period of up to one year following his termination; provided, however, that the exercise period may not extend beyond the remaining term of each applicable award.

In the event of an Involuntary Termination within three years following a Change of Control (as defined), Mr. Cumming will further be entitled to acceleration of his then unvested equity awards. In the event that any benefits received by Mr. Cumming in connection with a change of control are subject to the excise tax imposed under federal tax laws upon certain payments arising out of a change of control, Mr. Cumming will also be entitled to the greatest of the following, whichever gives him the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates) and without providing for the payment of any gross-up amounts with respect to taxes: (i) the amount of any change of control benefits or (ii) one dollar less than the amount of the benefits that would subject Mr. Cumming to the excise tax.

Following the initial two year term of the Transition Agreement, Mr. Cumming will be entitled to six months notice of any Involuntary Termination. No benefits are payable to Mr. Cumming under the Transition Agreement on the Company’s termination of Mr. Cumming’s employment for Cause (as defined) or Mr. Cumming’s voluntary termination of his employment. If so requested by the Board, upon termination of Mr. Cumming’s employment for any reason, Mr. Cumming is also required to resign from the Company’s Board of Directors.

Termination of Prior Agreements. The Transition Agreement replaces the Retention and Severance Agreement and the Change of Control Agreement (both described in further detail below) previously entered into between the Company and Mr. Cumming. As a result, the Company no longer has any further obligations under either of these agreements.

Under the Retention and Severance Agreement Mr. Cumming was entitled to receive certain benefits, including one times his previous year’s salary and bonus upon a termination of his employment by the Company or his resignation for good reason, as well as certain other benefits.

Under the Change of Control Agreement, Mr. Cumming was entitled to receive significant benefits after a change of control of the Company while he remained employed by the Company. The benefits included the payment of cash in an amount equal to Mr. Cumming’s annual salary for the fiscal year immediately preceding the change of control plus his Highest Annual Bonus (as defined), multiplied by three. In addition, the agreement provided that upon a change of control all unvested equity awards would vest. In addition, if Mr. Cumming remained employed through the first anniversary of a change of control, then he would have been paid a special bonus equal to the sum of the executive’s annual salary and Highest Annual Bonus. The agreement also provided for a full gross up on any special excise taxes that would have been imposed on the change of control benefits. In connection with the Company’s business combination with Cytyc, Mr. Cumming agreed to amend his Change of Control Agreement to waive his right to receive any change of control benefits in connection with that transaction, provided that his employment was not Involuntarily Terminated prior to October 22, 2009.

The above descriptions of the Retention and Severance Agreement and the Change of Control Agreement do not purport to be complete and they are qualified in their entirety by reference to the agreements themselves, filed as exhibits to the Company’s applicable filings with the SEC and incorporated herein in their entirety.

Noncompetition and Proprietary Information Agreement. As a condition of the Transition Agreement, Mr. Cumming also entered into a Non-Competition and Proprietary Information Agreement. Under the terms of that agreement, Mr. Cumming has agreed to non-competition and non-solicitation covenants that extend for a period of the longer of three years following his execution of the Transition Agreement or two years following the termination of his employment. The agreement also contains customary provisions relating to protection of the Company’s proprietary information. The new agreement replaces and strengthens the restrictive covenants contained in the form of non-competition and proprietary information agreement generally applicable to the Company’s employees, to which Mr. Cumming had been a party.

The above description of the Transition Agreement does not purport to be complete and it is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein in its entirety by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 5, 2009, the Board of Directors amended the Company’s Second Amended and Restated By-laws, as amended (the “By-laws”). The revisions, among other things, provide that the Company’s Lead Independent Director shall preside over the Company’s meetings of its Board of Directors.

The description above is a summary of the terms of the amendments to the Company’s By-laws. This description does not purport to be complete and it is qualified in its entirety by reference to the Company’s By-laws, as amended, a copy of which is attached to this report as Exhibit 3.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.	DESCRIPTION
3.1	Second Amended and Restated By-laws, as amended
10.1	Transition Agreement
99.1	Press Release

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 9, 2009	HOLOGIC, INC.
	By:	/S/    GLENN P. MUIR
		Glenn P. Muir, Executive Vice President, Finance and Administration, Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
3.1	Second Amended and Restated By-laws, as amended
10.1	Transition Agreement
99.1	Press Release

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED BY-LAWS

of

HOLOGIC, INC.

A Delaware Corporation

As amended and restated on:

October 22, 2007

As further amended on:

March 11, 2008

As further amended on:

September 18, 2008

As further amended on:

December 9, 2008

As further amended on:

November 5, 2009

/s/ Mark J. Casey

Mark J. Casey,

Secretary

SECOND AMENDED AND RESTATED BY-LAWS

TABLE OF CONTENTS

ARTICLE I. Stockholders	1
Section 1.1 Annual Meeting	1
Section 1.2 Special Meetings	1
Section 1.3 Notice of Meeting	1
Section 1.4 Notice of Stockholder Business and Nominations	2
Section 1.5 Quorum	5
Section 1.6 Voting and Proxies	6
Section 1.7 Action at Meeting	6
Section 1.8 Action Without Meeting	6
Section 1.9 Voting of Shares of Certain Holders	6
Section 1.10 Stockholder Lists	7
ARTICLE II. Board of Directors	7
Section 2.1 Powers	7
Section 2.2 Number of Directors; Qualifications	8
Section 2.3 [Reserved]	8
Section 2.4 Election of Directors	8
Section 2.5 Vacancies	8
Section 2.6 Change in Size of the Board	8
Section 2.7 Tenure and Resignation	8
Section 2.8 Removal	8
Section 2.9 Meetings	8
Section 2.10 Notice of Meeting	9
Section 2.11 Agenda	9
Section 2.12 Quorum	9
Section 2.13 Action at Meeting	9
Section 2.14 Action Without Meeting	9
Section 2.15 Committees	9
Section 2.16 Continuing Directors	10
Section 2.17 Lead Independent Director	11
ARTICLE III. Officers	11
Section 3.1 Enumeration	11
Section 3.2 Election	11
Section 3.3 Qualification	11
Section 3.4 Tenure	11
Section 3.5 Removal	11
Section 3.6 Resignation	12
Section 3.7 Vacancies	12
Section 3.8 Chairman of the Board	12
Section 3.9 Chief Executive Officer	12
Section 3.10 President	12
Section 3.11 Vice-President(s)	12
Section 3.12 Treasurer and Assistant Treasurers	12
Section 3.13 Secretary and Assistant Secretaries	13
Section 3.14 Chairman Emeritus	13
Section 3.15 Other Powers and Duties	13
ARTICLE IV. Capital Stock	13
Section 4.1 Stock Certificates	13
Section 4.2 Transfer of Shares	14
Section 4.3 Record Holders	14

Section 4.4 Record Date	14
Section 4.5 Transfer Agent and Registrar for Shares of Corporation	15
Section 4.6 Loss of Certificates	15
Section 4.7 Restrictions on Transfer	16
Section 4.8 Multiple Classes of Stock	16
ARTICLE V. Dividends	16
Section 5.1 Declaration of Dividends	16
Section 5.2 Reserves	16
ARTICLE VI. Powers of Officers to Contract with the Corporation	16
ARTICLE VII. Indemnification	17
Section 7.1 Right to Indemnification	17
Section 7.2 Right to Advancement of Expenses	17
Section 7.3 Right of Indemnitee to Bring Suit	18
Section 7.4 Non-Exclusivity	18
Section 7.5 Insurance	19
Section 7.6 No Duplicative Payment	19
Section 7.7 Severability	19
Section 7.8 Amendment or Repeal	19
ARTICLE VIII. Miscellaneous Provisions	19
Section 8.1 Certificate of Incorporation	19
Section 8.2 Fiscal Year	19
Section 8.3 Corporate Seal	19
Section 8.4 Execution of Instruments	20
Section 8.5 Voting of Securities	20
Section 8.6 Evidence of Authority	20
Section 8.7 Corporate Records	20
Section 8.8 Charitable Contributions	20
Section 8.9 Communications of Notices	20
Section 8.10 Electronic Transmissions	20
ARTICLE IX. Amendments	21
Section 9.1 Amendment by Stockholders	21
Section 9.2 Amendment by Board of Directors	21

SECOND AMENDED AND RESTATED BY-LAWS

OF

HOLOGIC, INC.

(A Delaware Corporation)

ARTICLE I.

Stockholders

Section 1.1 Annual Meeting. The annual meeting of the stockholders of the corporation shall be held on such date as shall be fixed by the board of directors, at such time and place within or without the State of Delaware as may be designated in the notice of meeting. The board of directors may, in its sole discretion, determine that the annual meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the General Corporation Law of the State of Delaware (the “DGCL”). If the day fixed for the annual meeting shall fall on a legal holiday, the meeting shall be held on the next succeeding day not a legal holiday.

Section 1.2 Special Meetings. Special meetings of the stockholders may be called at any time only by the president, chief executive officer or the board of directors. Special meetings of the stockholders shall be held at such time, date and place within or outside of the State of Delaware as may be designated in the notice of such meeting. The board of directors may, in its sole discretion, determine that a special meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by the DGCL. Business transacted at any special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.

Section 1.3 Notice of Meeting. A written notice stating the place, if any, date, and hour of each meeting of the stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, and to each stockholder who, under the Certificate of Incorporation or these by-laws, is entitled to such notice, by delivering such notice to such person or leaving it at their residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation or by giving notice by electronic transmission as permitted by Section 8.10 of these by-laws, at least ten (10) days and not more than sixty (60) before the meeting. Such notice shall be given by the secretary, an assistant secretary, or any other officer or person designated either by the secretary or by the person or persons calling the meeting.

The requirement of notice to any stockholder may be waived (i) by a written waiver of notice, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether executed or transmitted before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, (ii) if communication with such stockholder is unlawful, (iii) by attendance at the

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meeting without protesting prior thereto or at its commencement the lack of notice, or (iv) as otherwise excepted by law. A waiver of notice or electronic transmission of any regular or special meeting of the stockholders need not specify the business to be transacted or the purposes of the meeting unless so required by the Certificate of Incorporation or these by-laws.

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

Section 1.4 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the board of directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the nominating and corporate governance committee of the board of directors or the board of directors or (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Section 1.4 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.4.

(2) For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.4, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and any such proposed business other than the nominations of persons for election to the board of directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described

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above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to the shares of stock of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination, and (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements of this Section 1.4 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual

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meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 1.4 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased effective at the annual meeting and there is no public announcement by the corporation naming the nominees for the additional directorships at least one hundred days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.4 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the board of directors or (2) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 1.4 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.4. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 1.4 shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Section 1.4 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.4. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a

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nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.4 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 1.4) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.4, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Section 1.4, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of this Section 1.4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.4; provided however, that any references in these by-laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.4 (including paragraphs A(1)(c) and B hereof), and compliance with paragraphs A(1)(c) and B of this Section 1.4 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of A(2), matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 1.4 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

Section 1.5 Quorum. The holders of a majority in voting power of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

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Section 1.6 Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation, unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by proxy. Any such proxy may be in writing, or by means of electronic transmission (including telephone, electronic mail, the Internet or such other electronic means as the board of directors may determine from time to time) that sets forth or is submitted with information from which it can be determined that such transmission was authorized by the stockholder, or by such other means permitted under applicable law. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them.

Section 1.7 Action at Meeting. When a quorum is present at any meeting of stockholders, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than election to an office shall decide such question, except where a larger vote is required by law, the Certificate of Incorporation or these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

Section 1.8 Action Without Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the minimum number of votes necessary to authorize or take such action at a meeting at which shares entitled to vote thereon were present and voted and copies are delivered to the corporation in the manner prescribed by law.

Section 1.9 Voting of Shares of Certain Holders. Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares of stock of the corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock of the corporation standing in the name of a trustee or fiduciary may be voted by such trustee or fiduciary.

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Shares of stock of the corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee or its proxy shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares.

Section 1.10 Stockholder Lists. The secretary (or the corporation’s transfer agent or other person authorized by these by-laws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the corporation’s principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting.

ARTICLE II.

Board of Directors

Section 2.1 Powers. Except as reserved to the stockholders by law or by the Certificate of Incorporation, the business of the corporation shall be managed under the direction of the board of directors, who shall have and may exercise all of the powers of the corporation. In particular, and without limiting the foregoing, the board of directors shall have the power to issue or reserve for issuance from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time to such person, for such consideration and upon such terms and conditions as they shall determine, including the granting of options, warrants or conversion or other rights to stock.

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Section 2.2 Number of Directors; Qualifications. Subject to Section 2.6, the board of directors shall consist of such number of directors (which shall not be less than three) as shall be fixed initially by the incorporator(s) and thereafter, from time to time, by resolution of the board of directors. No director need be a stockholder.

Section 2.3 [Reserved]

Section 2.4 Election of Directors. The initial board of directors shall be designated in the certificate of incorporation, or if not so designated, elected by the incorporator(s) at the first meeting thereof. Thereafter, directors shall be elected by the stockholders at their annual meeting or at any special meeting the notice of which specifies the election of directors as an item of business for such meeting.

Section 2.5 Vacancies. Except as otherwise provided in Section 2.16 hereof, in the case of any vacancy in the board of directors from death, resignation, disqualification or other cause, including a vacancy resulting from enlargement of the board, the appointment or election of a director to fill such vacancy shall be only by vote of a majority of the directors then in office, whether or not constituting a quorum. The director thus appointed or elected shall hold office until his successor is duly elected and qualified or his earlier resignation or removal.

Section 2.6 Change in Size of the Board. Subject to Section 2.16 hereof, the number of members of the board of directors may be changed by vote of a majority of the directors then in office or by the stockholders by vote of eighty percent (80%) of the shares of voting stock outstanding.

Section 2.7 Tenure and Resignation. Except as otherwise provided by law, by the Certificate of Incorporation or by these by-laws, directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are duly elected and qualified. Any director may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the chairman of the board, if any, president, secretary or assistant secretary, if any. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 2.8 Removal. A director may be removed from office only for cause by vote of the holders of eighty percent (80%) of the voting stock then outstanding.

Section 2.9 Meetings. Regular meetings of the board of directors may be held without call or notice at such times and such places within or without the State of Delaware as the board of directors may, from time to time, determine, provided that notice of the first regular meeting following any such determination shall be given to directors absent from such determination. A regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders or the special meeting of the stockholders held in place of such annual meeting, unless a quorum of the directors is not then present. Special meetings of the board of directors may be held at any time and at any place designated in the call of the meeting when called by the chairman of the board, the chief executive officer, the president (if a director), the lead independent

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director (if any) or a majority of the directors. Members of the board of directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

Section 2.10 Notice of Meeting. It shall be sufficient notice to a director to send or give notice (i) by mail at least seventy-two (72) hours before the meeting addressed to such person at his usual or last known business or residence address or (ii) in person, by telephone, facsimile or electronic transmission to the extent provided in Section 2.10 of these by-laws, at least twenty-four (24) hours before the meeting. Notice shall be given by the secretary, or in his absence or unavailability, may be given by any of an assistant secretary, if any, or by the officer or directors calling the meeting. The requirement of notice to any director may be waived by a written waiver of notice signed by the person entitled to notice or a waiver by electronic transmission by the person entitled to notice, executed or transmitted by such person before or after the meeting or meetings, and filed with the records of the meeting, or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a meeting of the board of directors or any committee thereof need not specify the purposes of the meeting.

Section 2.11 Agenda. Any lawful business may be transacted at a meeting of the board of directors, notwithstanding the fact that the nature of the business may not have been specified in the notice or waiver of notice of the meeting.

Section 2.12 Quorum. At any meeting of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 2.13 Action at Meeting. Any motion adopted by vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where a different vote is required by law, by the Certificate of Incorporation or by these by-laws.

Section 2.14 Action Without Meeting. Any action required or permitted to be taken at any meeting of the board of directors, or any committee thereof, may be taken without a meeting if all of the members of the board of directors or committee, as the case may be, consent to the action in writing or by electronic transmission and the writing(s) or electronic transmission(s) are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated for all purposes as a vote of the board of directors or committee, as the case may be, at a meeting.

Section 2.15 Committees. The board of directors may, by the affirmative vote of a majority of the directors then in office, appoint an executive committee or other committees consisting of one or more directors and may by vote delegate to any such committee some or all of their powers except those which by law, the Certificate of Incorporation or these by-laws

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they may not delegate. In addition to other committees that the board of directors may designate from time to time, the board of directors shall designate a compensation committee, an audit committee and a nominating and corporate governance committee. In the absence or disqualification of a member of a committee, the members of the committee present and not disqualified, whether or not they constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in place of the absent or disqualified member. A committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to such subcommittee any or all of the powers of the committee. Unless the board of directors shall otherwise provide, any such committee may make rules for the conduct of its business, but unless otherwise provided by the board of directors or such rules, its meetings shall be called, notice given or waived, its business conducted or its action taken as nearly as may be in the same manner as is provided in these by-laws with respect to meetings or for the conduct of business or the taking of actions by the board of directors. The board of directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee at any time. The board of directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

Section 2.16 Continuing Directors. As of the Effective Time (as defined in the Agreement and Plan of Merger, dated May 20, 2007, by and among the corporation, Nor’easter Corp. and Cytyc Corporation (“Cytyc”)), as the same may be amended from time to time (the “Merger Agreement”), the directors of Hologic shall consist of (i) six (6) Continuing Hologic Directors, consisting of four (4) persons designated by the Continuing Hologic Directors, each of whom shall be “independent” (as defined in the rules and regulations governing the requirements of companies listing on the NASDAQ Global Select Market) and two persons who are not independent, and (ii) five (5) Continuing Cytyc Directors, consisting of three (3) persons designated by the Continuing Cytyc Directors, each of whom shall be independent (as defined in the rules and regulations governing the requirements of companies listing on the NASDAQ Global Select Market) and two persons who are not independent. From the Effective Time until immediately prior to the annual meeting of stockholders to be held in 2009 (the “2009 Annual Meeting”): (i) all vacancies on the board of directors created by the cessation of service of a Continuing Hologic Director who is an independent director shall be filled by a nominee proposed to the nominating and corporate governance committee of the board of directors by a majority of the remaining Continuing Hologic Directors; (ii) all vacancies on the board of directors created by the cessation of service of a Continuing Cytyc Director who is an independent director shall be filled by a nominee proposed to the nominating and corporate governance committee of the board of directors by a majority of the remaining Continuing Cytyc Directors, and (iii) all remaining vacancies on the board of directors created by the cessation of service of any other Continuing Hologic Director or Continuing Cytyc Director shall be filled by a nominee proposed and selected by the nominating and corporate governance committee of the board of directors. The terms “Continuing Hologic Directors” and “Continuing Cytyc Directors” shall for purposes of this Section 2.16 mean, respectively, the directors of Hologic or Cytyc, as the case may be, as of the Effective Time who were selected to be directors of Hologic as of the Effective Time by Hologic or Cytyc, as the case may be, prior to the Effective Time, and any additional directors of Hologic who take office after the Effective Time who are nominated, or proposed to the nominating and corporate governance committee of the board

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of directors, by a majority of the Continuing Hologic Directors or the Continuing Cytyc Directors, as the case may be under clauses (i) and (ii) above. Any Continuing Hologic Director or Continuing Cytyc Director who is then serving as a Hologic director shall be nominated by the nominating and corporate governance committee of the board of directors of Hologic for election as a Hologic Director at Hologic’s annual meeting of stockholders to be held in 2008, subject to the fiduciary duties of the members of the nominating and corporate governance committee. For the 2009 Annual Meeting and thereafter, the corporation’s nominations for persons to serve on the board of directors shall be determined by the nominating and corporate governance committee of the board of directors. Prior to the 2009 Annual Meeting, any amendment of or change to Section 2.16 of these by-laws shall require the affirmative vote of at least 75% of the full board of directors.

Section 2.17 Lead Independent Director. If the board of directors elects as chairman of the board a person who is not “independent” as defined in the pertinent legal and/or regulatory standards then applicable to the corporation, it may also elect a lead independent director who shall be an independent director. Except as otherwise voted by the board of directors, the lead independent director shall preside at all meetings of the board of directors. The lead independent director shall have the power and authority to coordinate the activities of the independent directors, to serve as liaison between the chief executive officer and the independent directors and to preside at the executive sessions of the independent directors of the corporation, and shall have such other powers and authority as may be assigned to such office by the board of directors from time to time.

ARTICLE III.

Officers

Section 3.1 Enumeration. The officers shall consist of a president, a treasurer, a secretary and such other officers and agents (including a chairman of the board, a chief executive officer, one or more vice-presidents, assistant treasurers and assistant secretaries), as the board of directors may, in their discretion, determine.

Section 3.2 Election. The president, treasurer and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders or any special meeting held in lieu of the annual meeting. Other officers may be chosen by the directors at such meeting or at any other meeting.

Section 3.3 Qualification. An officer may, but need not, be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine. The premiums for such bonds may be paid by the corporation.

Section 3.4 Tenure. Except as otherwise provided by the Certificate of Incorporation or these by-laws, the term of office of each officer shall be for one year or until his successor is elected and qualified or until his earlier resignation or removal.

Section 3.5 Removal. Any officer may be removed from office, with or without cause, by the affirmative vote of a majority of the directors then in office; provided, however, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors prior to action thereon.

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Section 3.6 Resignation. Any officer may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the president, secretary, or assistant secretary, if any, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event.

Section 3.7 Vacancies. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors.

Section 3.8 Chairman of the Board. The board of directors may appoint a chairman of the board. If the board of directors appoints a chairman of the board, he shall perform such duties and possess such powers as are assigned to him by the board of directors.

Section 3.9 Chief Executive Officer. The board of directors may appoint a chief executive officer, who may be a person other than the chairman of the board or the president. Except as otherwise voted by the board of directors, the chief executive officer shall preside at all meetings of the stockholders. The chief executive officer shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate.

Section 3.10 President. The president shall be the chief executive officer of the corporation, unless another person is so designated. The president shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate.

Section 3.11 Vice-President(s). The vice-president(s), if any, shall have such powers and perform such duties as the board of directors may from time to time determine.

Section 3.12 Treasurer and Assistant Treasurers. The treasurer, subject to the direction and under the supervision and control of the board of directors, shall have general charge of the financial affairs of the corporation. The treasurer shall have custody of all funds, securities and valuable papers of the corporation, except as the board of directors may otherwise provide. The treasurer shall keep or cause to be kept full and accurate records of account which shall be the property of the corporation, and which shall be always open to the inspection of each elected officer and director of the corporation. The treasurer shall deposit or cause to be deposited all funds of the corporation in such depository or depositories as may be authorized by the board of directors. The treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts, and other negotiable instruments payable to the corporation. The treasurer shall perform such other duties as are incidental to the office, and such other duties as may be assigned by the board of directors.

Assistant treasurers, if any, shall have such powers and perform such duties as the board of directors may from time to time determine.

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Section 3.13 Secretary and Assistant Secretaries. The secretary shall record, or cause to be recorded, all proceedings of the meetings of the stockholders and directors (including committees thereof) in the book of records of this corporation. The record books shall be open at reasonable times to the inspection of any stockholder, director, or officer. The secretary shall notify the stockholders and directors, when required by law or by these by-laws, of their respective meetings, and shall perform such other duties as the directors and stockholders may from time to time prescribe. The secretary shall have the custody and charge of the corporate seal, and shall affix the seal of the corporation to all instruments requiring such seal, and shall certify under the corporate seal the proceedings of the directors and of the stockholders, when required. In the absence of the secretary at any such meeting, a temporary secretary shall be chosen who shall record the proceedings of the meeting in the aforesaid books.

Assistant secretaries, if any, shall have such powers and perform such duties as the board of directors may from time to time designate.

Section 3.14 Chairman Emeritus. The board of directors may appoint one or more positions designated as a “director emeritus” or “chairman emeritus” for former directors of the corporation. Any such person designated as a director or chairman emeritus shall function in an advisory role to the members of the board of directors, be entitled to attend all meetings of the board of directors as if such person were a director of the corporation, but shall not have the right to vote as a director on any matter.

Section 3.15 Other Powers and Duties. Subject to these by-laws and to such limitations as the board of directors may from time to time prescribe, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the board of directors.

ARTICLE IV.

Capital Stock

Section 4.1 Stock Certificates. The shares of capital stock of the corporation shall be represented by certificates in such form as shall, in conformity to law, be prescribed from time to time by the board of directors, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Each certificate shall be signed by the president or vice-president and treasurer or assistant treasurer or such other officers designated by the board of directors from time to time as permitted by law, shall bear the seal of the corporation, and shall express on its face its number, date of issue, class, the number of shares for which, and the name of the person to whom, it is issued. The corporate seal and any or all of the signatures of corporation officers may be facsimile.

If an officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue.

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Section 4.2 Transfer of Shares. Transfers of stock shall be made only on the books of the corporation, and in the case of certificated shares of stock, title to a certificate of stock and to the shares represented thereby shall be transferred by delivery to the corporation or its transfer agent of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the same or the shares represented thereby. Upon surrender of a certificate for the shares being transferred, a new certificate or certificates shall be issued according to the interests of the parties. In the case of uncertificated shares of stock, title to the uncertificated shares shall be transferred upon receipt by the corporation or its transfer agent of proper transfer instructions from the registered holder of the shares or by transfer instructions accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the uncertificated shares.

Section 4.3 Record Holders. Except as otherwise may be required by law, by the Certificate of Incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these by-laws.

It shall be the duty of each stockholder to notify the corporation of his post office address.

Section 4.4 Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournments thereof, the board of directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the board of directors and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed, the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) In order that the corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the secretary of the corporation, request the board of directors to fix a record date. The board of directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the board of directors within 10 days after the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by applicable law, shall be the first

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date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation. If no record date has been fixed by the board of directors and prior action by the board of director is required by applicable law, the Certificate of Incorporation, or these by-laws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board may fix a new record date for the adjourned meeting.

Section 4.5 Transfer Agent and Registrar for Shares of Corporation. The board of directors may appoint a transfer agent and a registrar of the certificates of stock of the corporation. Any transfer agent so appointed shall maintain, among other records, a stockholders’ ledger, setting forth the names and addresses of the holders of all issued shares of stock of the corporation, the number of shares held by each, the certificate numbers representing such shares, and the date of issue of the certificates representing such shares. Any registrar so appointed shall maintain, among other records, a share register, setting forth the total number of shares of each class of shares which the corporation is authorized to issue and the total number of shares actually issued. The stockholders’ ledger and the share register are hereby identified as the stock transfer books of the corporation; but as between the stockholders’ ledger and the share register, the names and addresses of stockholders, as they appear on the stockholders’ ledger maintained by the transfer agent shall be the official list of stockholders of record of the corporation. The name and address of each stockholder of record, as they appear upon the stockholders’ ledger, shall be conclusive evidence of who are the stockholders entitled to receive notice of the meetings of stockholders, to vote at such meetings, to examine a complete list of the stockholders entitled to vote at meetings, and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Stockholders, but not the corporation, its directors, officers, agents or attorneys, shall be responsible for notifying the transfer agent, in writing, of any changes in their names or addresses from time to time, and failure to do so will relieve the corporation, its other stockholders, directors, officers, agents and attorneys, and its transfer agent and registrar, of liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stockholders’ ledger maintained by the transfer agent.

Section 4.6 Loss of Certificates. In case of the loss, destruction or mutilation of a certificate of stock, a replacement certificate may be issued in place thereof upon such terms as the board of directors may prescribe, including, in the discretion of the board of directors, a requirement of bond and indemnity to the corporation.

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Section 4.7 Restrictions on Transfer. Every certificate for shares of stock which are subject to any restriction on transfer, whether pursuant to the Certificate of Incorporation, the by-laws or any agreement to which the corporation is a party, shall have the fact of the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge.

Section 4.8 Multiple Classes of Stock. The amount and classes of the capital stock and the par value, if any, of the shares, shall be as fixed in the Certificate of Incorporation. At all times when there are two or more classes of stock, the several classes of stock shall conform to the description and the terms and have the respective preferences, voting powers, restrictions and qualifications set forth in the Certificate of Incorporation and these by-laws. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either (i) the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or (ii) a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

ARTICLE V.

Dividends

Section 5.1 Declaration of Dividends. Except as otherwise required by law or by the Certificate of Incorporation, the board of directors may, in its discretion, declare what, if any, dividends shall be paid from the surplus or from the net profits of the corporation for the current or preceding fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in property, in shares of the corporation’s stock, or in any combination thereof. Dividends shall be payable upon such dates as the board of directors may designate.

Section 5.2 Reserves. Before the payment of any dividend and before making any distribution of profits, the board of directors, from time to time and in its absolute discretion, shall have power to set aside out of the surplus or net profits of the corporation such sum or sums as the board of directors deems proper and sufficient as a reserve fund to meet contingencies or for such other purpose as the board of directors shall deem to be in the best interests of the corporation, and the board of directors may modify or abolish any such reserve.

ARTICLE VI.

Powers of Officers to Contract

with the Corporation

Any and all of the directors and officers of the corporation, notwithstanding their official relations to it, may enter into and perform any contract or agreement of any nature between the corporation and themselves, or any and all of the individuals from time to time constituting the board of directors of the corporation, or any firm or corporation in which any

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such director may be interested, directly or indirectly, whether such individual, firm or corporation thus contracting with the corporation shall thereby derive personal or corporate profits or benefits or otherwise; provided, that (i) the material facts of such interest are disclosed or are known to the board of directors or committee thereof which authorizes such contract or agreement; (ii) if the material facts as to such person’s relationship or interest are disclosed or are known to the stockholders entitled to vote thereon, and the contract is specifically approved in good faith by a vote of the stockholders; or (iii) the contract or agreement is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders. Any director of the corporation who is interested in any transaction as aforesaid may nevertheless be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize or ratify any such transaction. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.

ARTICLE VII.

Indemnification

Section 7.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 7.3 hereof with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the corporation.

Section 7.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 7.1 shall include, to the fullest extent permitted by applicable law, the right to be paid by the corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon

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delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

Section 7.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Section 7.1 and Section 7.2, respectively, shall be contract rights. If a claim under Section 7.1 or Section 7.2 is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In (A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (B) in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the corporation.

Section 7.4 Non-Exclusivity. The rights of indemnification and to receive advancement of expenses as provided by this Article shall not be deemed exclusive of any other rights to which an indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, these by-laws, any agreement, a vote of stockholders or a resolution of the board of directors, or otherwise. No amendment, alteration, rescission or replacement of this Article or any provision hereof shall be effective as to an indemnitee with respect to any action taken or omitted by such indemnitee in his or her capacity as a director or officer or with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or to the extent based in part upon any such state of facts existing prior to such amendment, alteration, rescission or replacement.

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Section 7.5 Insurance. The corporation may maintain, at its expense, an insurance policy or policies to protect itself and any indemnitee, officer, employee or agent of the corporation or another enterprise against liability arising out of this Article or otherwise, whether or not the corporation would have the power to indemnify any such person against such liability under the DGCL.

Section 7.6 No Duplicative Payment. The corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that an indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. However, this Article shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than indemnitee when and as authorized by appropriate corporate action.

Section 7.7 Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 7.8 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any indemnitee in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VIII.

Miscellaneous Provisions

Section 8.1 Certificate of Incorporation. All references in these by-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

Section 8.2 Fiscal Year. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the Saturday closest to September 30 of each year.

Section 8.3 Corporate Seal. The board of directors shall have the power to adopt and alter the seal of the corporation.

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Section 8.4 Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the corporation on its behalf shall be signed by the president or the treasurer except as the board of directors may generally or in particular cases otherwise determine.

Section 8.5 Voting of Securities. Unless the board of directors otherwise provides, the president or the treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation.

Section 8.6 Evidence of Authority. A certificate by the secretary or any assistant secretary as to any action taken by the stockholders, directors or any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. The exercise of any power which by law, by the Certificate of Incorporation, or by these by-laws, or under any vote of the stockholders or the board of directors, may be exercised by an officer of the corporation only in the event of absence of another officer or any other contingency shall bind the corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed.

Section 8.7 Corporate Records. Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method; provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these by-laws, or the provisions of the DGCL.

Section 8.8 Charitable Contributions. The board of directors from time to time may authorize contributions to be made by the corporation in such amounts as it may determine to be reasonable to corporations, trusts, funds or foundations organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earning of which inures to the private benefit of any stockholder or individual.

Section 8.9 Communications of Notices. Any notice required to be given under these by-laws may be given by (i) delivery in person, (ii) mailing it, postage prepaid, first class, (iii) mailing it by nationally or internationally recognized second day or faster courier service, or (iv) electronic transmission, in each case, to the addressee; provided however that facsimile transmission or electronic transmission may only be used if the addressee has consented to such means.

Section 8.10 Electronic Transmissions. Notwithstanding any reference in these by-laws to written instruments, all notices, meetings, consents and other communications contemplated by these by-laws may be conducted by means of an electronic transmission, to the extent permitted by law, if specifically authorized by the board of directors of the corporation.

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ARTICLE IX.

Amendments

Section 9.1 Amendment by Stockholders. These by-laws may be amended altered or repealed by the stockholders at any annual or special meeting by vote of a majority of all shares outstanding and entitled to vote, except that where the effect of the amendment would be to reduce any voting requirement otherwise required by law, the Certificate of Incorporation or these by-laws, such amendment shall require the vote that would have been required by such other provision. Notice and a copy of any proposal to amend these by-laws must be included in the notice of meeting of stockholders at which action is taken upon such amendment.

Section 9.2 Amendment by Board of Directors. These by-laws may be amended or altered by the board of directors at a meeting duly called for the purpose by majority vote of the directors then in office, except that directors shall not amend the by-laws in a manner which:

(a) changes the stockholder voting requirements for any action;

(b) alters or abolishes any preferential right or right of redemption applicable to a class or series of stock with shares already outstanding;

(c) alters the provisions of Article IX hereof; or

(d) permits the board of directors to take any action which under law, the Certificate of Incorporation, or these by-laws is required to be taken by the stockholders.

Any amendment of these by-laws by the board of directors may be altered or repealed by the stockholders at any annual or special meeting of stockholders.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

TRANSITION AGREEMENT

AGREEMENT entered into as of this 5^th day of November, 2009 (the “Effective Date”) by and between Hologic, Inc., a Delaware corporation with its principal place of business at 35 Crosby Drive, Bedford, Massachusetts 01730 (the “Company”) and John W. Cumming, an individual having his principal residence in Sudbury, Massachusetts (the “Executive”).

WHEREAS, the Executive currently serves as the Chairman of the Board and Chief Executive Officer of the Company; and

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to retain the Executive to assist in the orderly transition of his role, duties and responsibilities as Chief Executive Officer, effective as of the Effective Date, to the Executive’s successor, and to retain the Executive as Chairman of the Board and as an executive officer, and the Executive desires to continue to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1. Definitions. As used herein, the following terms shall have the meanings set forth below:

1.1 “Accrued Compensation” means all amounts earned or accrued through the “Termination Date” (as hereinafter defined) but not paid as of the Termination Date, including (a) base salary, (b) reimbursement for reasonable and necessary business expenses incurred by the Executive on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time, during the period ending on the Termination Date, and (c) any other accrued and unpaid compensation, expense reimbursements and any accrued and vested pension, welfare and fringe benefits subject to and in accordance with the terms of the applicable plan or policy including, any unpaid accrued vacation pay.

1.2 “Base Salary” means the Executive’s annual base salary as then in effect, and shall include all amounts of his base salary that are deferred at the election of the Executive under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement.

1.3 “Bonus Amount” means for any applicable fiscal year of the Company, the annual target bonus for the Executive (assuming achievement of 100% of the Executive’s corporate and individual objectives) under the Company’s annual bonus plan for officers and other eligible key employees of the Company.

1.4 “Cause” means (a) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company; (b) material violation of the Company’s Code of Conduct, and other Company Codes of Conduct or policies and procedures that are applicable to the Executive; or (c) the conviction of the Executive of a felony involving moral turpitude; provided, however, that in the case of clause (a) or (b), Cause shall not exist unless (i) the Company shall have provided the Executive

with written notice of any determination of Cause and provide the Executive, for a period of 10 days following such notice, with the opportunity to appear before the Board of Directors of the Company (the “Board”), with or without legal representation, to present arguments and evidence on his behalf and (ii) following such presentation to the Board, the Board by a vote of not less than 75% of the independent directors (determined in accordance with the corporate governance listing standards of the Nasdaq National Market and the applicable rules and regulations of the Securities and Exchange Commission) determines that his actions did, in fact, constitute Cause.

1.5 “Change of Control” means:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the Voting Stock of the Company; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 30% or more of the Voting Stock shall not constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the Voting Stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Voting Stock, shall not constitute a Change of Control; or

(b) Any transaction which results in the Continuing Directors (as defined in the Certificate of Incorporation of the Company) constituting less than a majority of the Board; or

(c) The consummation of (i) a Merger with respect to which the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the Voting Stock of the corporation resulting from the Merger (the “Resulting Corporation”) as a result of the individuals’ and entities’ shareholdings in the Company immediately prior to the consummation of the Merger, (ii) a complete liquidation or dissolution of the Company, or (iii) the sale or other disposition of all or substantially all (equal to or more than 40% of the total gross fair market value of the Company’s assets immediately prior to the acquisition) of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company; or

Anything in this Agreement to the contrary notwithstanding, if an event that would, but for this paragraph, constitute a Change of Control results from or arises out of a purchase or other acquisition of the Company, directly or indirectly, by a corporation or other entity in which the Executive has a greater than ten percent (10%) direct or indirect equity interest, such event shall not constitute a Change of Control.

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1.6 “Change of Control Agreement” means that certain Amended and Restated Change of Control Agreement entered into between the Company and the Executive, dated as of October 20, 2006 and subsequently amended by a Waiver Letter dated May 20, 2007 and again on or about November 30, 2008.

1.7 “Code” means the Internal Revenue Code of 1986 as it may be amended or superseded from time to time.

1.8 “Company” means Hologic, Inc. and shall include its successors and assigns as provided herein.

1.9 “Compensation Committee” means the compensation committee of the Board or other committee performing similar functions or, if there is no such committee, the Board.

1.10 “Disability” means Permanent Disability (as defined in Section 23(e)(3) of the Code, as said section may be amended or superseded from time to time).

1.11 “Equity Award” means any option agreement, restricted stock agreement, restricted stock unit agreement or other equity compensation instrument or agreement.

1.12 “Good Reason” means:

(a) a reduction of the Executive’s base salary, unless such reduction is part of a general, comparable or pro rata reduction in the base salaries for other senior executive officers of the Company or the Executive voluntarily reduces his duties to less than full-time;

(b) a material diminution in the Executive’s authority, duties and responsibilities as an executive officer of the Company;

(c) removal of Executive from the Company’s Board of Directors or termination of Executive’s title as “Chairman” of the Board of Directors or requirement that the Executive report to a corporate officer other than the Chief Executive Officer of the Company.

(d) following a Change of Control, a material diminution in the authority, duties and responsibilities of the Executive immediately prior to the Change of Control (without reference to the last paragraph of this definition), or of the supervisor to whom the Executive is required to report as in effect immediately prior to the Change of Control, including (i) a requirement that, following a Change of Control in which the Resulting Corporation becomes a subsidiary of another corporation or entity, the Executive is required to report to a person other than the chief executive officer of the ultimate parent of the Resulting Corporation (the “Parent”) or (ii) the failure to appoint the Executive as a director and the Chairman of the Board of the Parent;

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(e) a material change in the geographic location in which Executive’s principal office was located immediately prior to the Change of Control (which for purposes hereof shall mean a location more than 50 miles away from current principal executive offices of the Company); and

(f) Any other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which the Executive provides services;

provided, however, that Good Reason shall not exist unless the Executive has given written notice to the Company within ninety (90) days of the initial existence of the Good Reason event or condition(s) giving specific details regarding the event or condition; and unless the Company has had at least thirty (30) days to cure such Good Reason event or condition after the delivery of such written notice and has failed to cure such event or condition within such thirty (30) day cure period.

For purposes of the foregoing it is understood and agreed that the Executive’s authority, duties and responsibilities as Chairman of the Board and an executive officer of the Company may be modified from time to time, as determined by the Chief Executive Officer or the Board, and that a material diminution in the Executive’s authority, duties and responsibilities as an executive officer of the Company shall not be deemed to have occurred under clause (a) above as a result of any such modification so long as the Executive is continuing to report to the Chief Executive Officer of the Company and such authority, duties and responsibilities are consistent with Executive’s status as an executive officer of the Company. It is further understood that the Company’s governing documents may provide that the Company’s lead independent director (or director of equivalent status) and/or Chief Executive Officer may preside over meetings of the Board of Directors and that such provision will not give rise to the Executive’s right to terminate his employment for Good Reason hereunder.

1.13 “Merger” means a reorganization, merger or consolidation involving the Company, including without limitation as a parent of a direct or indirect subsidiary of the Company effecting such transaction.

1.14 “Notice of Termination” means (a) a written notice from the Company of termination of the Executive’s employment which indicates the specific termination provision in this Agreement relied upon, if any, and, in the event of a termination for Cause, sets forth in reasonable detail the facts and circumstances giving rise to such Cause; or (b) a written notice from the Executive to the Company of his resignation for Good Reason, in accordance with the notice and cure provisions of Section 1.12 herein. Unless otherwise expressly provided herein, any Notice of Termination shall be effective on the later of the date of such notice or such later date as set forth in such notice. Following the expiration of the Term of this Agreement, (i) the Company shall be required to give the Executive at least six months notice of the termination of the Executive’s employment other than for Cause, and (ii) the Executive is permitted to give six months notice of termination for Good Reason (as measured from the date notice is first given by

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the Executive of the existence of Good Reason pursuant to the provisions of Section 1.12 herein). For the avoidance of doubt, no notice is required to be given for any termination of the Executive’s employment by the Company without Cause, effective prior to the expiration of the Term of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company may relieve the Executive of all of his duties and responsibilities hereunder and may relieve the Executive of authority to act on behalf of, or legally bind, the Company at any time after providing the Executive of Notice of Termination; provided, however, that any such action by the Company shall not relieve the Company of its obligation to pay to the Executive all compensation and benefits provided for in this Agreement as provided herein through the Termination Date (as defined below).

1.15 “Pro Rata Bonus” means an amount equal to the Bonus Amount multiplied by a fraction the numerator of which is the number of months worked by the Executive in the fiscal year through the Termination Date and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

1.16 “Severance Agreement” means that certain Retention and Severance Agreement entered into between the Company and the Executive, dated as of May 3, 2006.

1.17 “Term” means the period commencing on the date of this Agreement and ending on November 30, 2011.

1.18 “Termination Date” means in the case of the Executive’s death, his date of death, in the case of Good Reason, the last day of his employment, and in all other cases, the date specified in the Notice of Termination, subject to terms of the Agreement that provide for notice and cure. Notwithstanding anything to the contrary in this Agreement, the “Termination Date” as it relates to the vesting and exercise of any Equity Award, shall mean the date that the Executive ceases to provide any services to the Company in accordance with the terms of such Equity Award.

1.19 “Voting Stock” means the then outstanding shares of capital stock of the Company generally entitled to vote for the election of directors. For purposes of this Agreement, the reference to a percentage of Voting Stock shall be deemed to reference the voting power of such stock.

2. Employment and Duties.

(a) Title. Upon the execution of this Agreement, the Employee initially shall be employed as the Chairman of the Board and an executive officer of the Company. Subject to the terms and conditions set forth herein, including any applicable notice provision, during and after the Term the Executive shall at all times be an “at will” employee.

(b) Duties. During the Term and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote his full business time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Term, the Executive shall report directly to the Company’s Board of Directors and/or Chief Executive Officer as determined by

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the Board of Directors, and shall perform such duties consistent with being an executive officer of the Company as so assigned to the Executive. It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees; (b) deliver lectures, fulfill speaking engagements or teach at educational institutions; and (c) manage personal investments, so long as such activities and directorships are in compliance with the Company’s policies and procedures and do not otherwise interfere or conflict with the performance of his duties and responsibilities to the Company. The Executive further agrees to comply with the Company’s policies and procedures as they may be applicable to him (including without limitation, as an employee, executive officer or director) as such policies and procedures may be modified from time to time.

3. Initial Compensation. Commencing on the date hereof, the Executive’s base salary (“Base Salary”) shall be $725,000 per annum, payable on the same basis as payable to other executive officers of the Company. The Base Salary shall be subject to adjustment (either increase or decrease), at the discretion of the Compensation Committee. In addition, subject to the terms of the applicable plan, the Executive shall be eligible to participate in the Company’s (a) short-term incentive plan or other annual bonus program provided to other officers of the Company and (b) Supplemental Executive Retirement Plan, equity incentive plans, health and welfare benefit plans, qualified retirement plans and such other perquisites as offered to other officers of the Company in accordance with the terms and conditions therein. For so long as the Executive remains employed as an executive officer on a full time basis, during the Company’s 2010 and 2011 fiscal year, the Executive’s target percentage of Base Salary for participation in the Company’s Short-Term Incentive Plan as may then be in effect, if any, shall be 85%. In addition for the Company’s 2010 fiscal year the Executive shall be granted an annual equity incentive award, in the form of stock options and restricted stock units, in accordance with the Company’s standard practices and agreements, with a bi-nominal value of approximately $2.8 million. The Executive’s participation in the Company’s plans for the Company’s 2009 Fiscal Year (ended September 26, 2009) shall not be affected by this Agreement.

4. Transition Payment. In consideration of the Executive’s agreement to relinquish his position as Chief Executive Officer, and forego his right to terminate his employment and receive severance benefits under his Severance Agreement, the Company hereby agrees to pay the Executive a transition payment of $1,750,000, payable within three business days of the execution of this Agreement.

5. Retention Bonuses. Provided that the Executive has remained continuously employed by the Company from the Effective Date to the one year anniversary thereof (the “First Retention Date”), then the Company shall pay the Executive, within fifteen (15) days of the First Retention Date, a retention bonus in the amount of $1.725 million dollars (the “First Retention Bonus”); and if the Executive has remained continuously employed by the Company through the two year anniversary of the Effective Date (the “Second Retention Date”), then the Company shall pay the Executive within fifteen (15) days of the Second Retention Date, a bonus in the amount of $1.725 million dollars (the “Second Retention Bonus”; and together with the First Retention Bonus the “Retention Bonuses”). The Company’s obligation to pay one or more of the Retention Bonuses may be accelerated in certain circumstances as provided in Section 8.

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6. Termination of Prior Agreements. The Executive and Company agree that in consideration of the substantial benefits and payments provided hereunder, the Change of Control Agreement and Severance Agreement are hereby terminated, and that the parties shall have no further rights, benefits or obligations with respect thereto.

7. Non-Competition Agreement. In consideration for the substantial benefits being provided to the Executive hereunder, the Executive agrees to execute the Non-Competition and Proprietary Information Agreement attached hereto as Exhibit A and executed of even date herewith.

8. Termination of Employment.

8.1 Compensation. If, during the Term and for so long as the Executive thereafter continues to be employed by the Company, the Executive’s employment with the Company is terminated, then, subject to the terms and conditions set forth in this agreement (including Section 9 hereof) the Executive shall be entitled to the following compensation and benefits:

(a) If the Executive shall be terminated as an employee of the Company (1) by the Company for Cause, or (2) by the Executive other than for Good Reason, the Company shall pay to the Executive the Accrued Compensation only.

(b) If the Executive shall be terminated as an employee of the Company (1) by the Company without Cause, or by reason of Executive’s disability or death; or (2) by the Executive for Good Reason, then the Executive shall be entitled to each and all of the following:

(i) the Accrued Compensation;

(ii) the Pro Rata Bonus;

(iii) any Retention Bonus that has not yet been paid;

(iv) continue to provide, at the Company’s cost, group medical coverage to the Executive and his dependents on terms substantially similar to coverage provided to other senior executives of the Company for period of six (6) months following the Termination Date;

(v) notwithstanding any other provisions to the contrary contained in any Equity Award agreement between the Company and the Executive, or any equity compensation plans sponsored by the Company, from and after the Effective Date through the Termination Date, the Company shall vest the Executive in each Equity Award that was outstanding and unvested as of the Effective Date (but not any Equity Award granted after the Effective Date) in equal

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monthly installments over the remaining vesting term of such Equity Award (measured from the Effective Date), but not less than would have otherwise vested under the Equity Award without regard to this provision, provided that on any Termination Date the number of shares vested shall be rounded up to the nearest whole number (such that by way of example, (A) the Executive’s unvested Restricted Stock Units (“RSUs”) covering 160,000 shares that otherwise vest by their terms on January 16, 2011 shall vest in monthly installments of 11,428.57 RSUs (160,000/14) on the 16^th of each month commencing December 16, 2009, such that if the Termination Date is June 16, 2010 80,000 of such RSU’s will be vested (11,428.57 x 7) and (B) the Executive’s unvested RSUs covering 231,000 shares that were issued on November 13, 2008 and otherwise vest by their terms in four equal annual installments of 57,750 RSUs on November 13 of each year thereafter shall vest, after the vesting of 57,750 RSU’s on November 13, 2009, in equal monthly installments of 4,812.5 RSU’s (57,750/12) on the 13^th of each month commencing December 13, 2009, such that if the Termination Date is June 13, 2010 33,688 of the remaining RSU’s will be vested (4,812.5 x 7)); and

(vi) notwithstanding any other provisions to the contrary contained in any Equity Award agreement between the Company and the Executive, or any equity compensation plans sponsored by the Company, unless such agreement or plan expressly references and supersedes this Agreement or the remaining term thereof, the Executive shall have the right to exercise any Equity Award that is then vested (including pursuant to clause (c) below) for a period of the longer of (x) one (1) year from the Termination Date, or (y) the date such Equity Award would otherwise terminate by its terms; provided however, that the term of such Equity Award shall in no event be extended beyond the remaining term of the award (determined without regard to any early termination provisions relating to termination of the Executive).

(c) If the Executive shall be terminated as an employee of the Company (1) by the Company without Cause, or by reason of Executive’s disability or death; or (2) by the Executive for Good Reason, in each case where Notice of Termination is provided within three years following a Change of Control (or in anticipation of a Change of Control), then in addition to the

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benefits set forth in clauses (b)(i)-(vi) above, notwithstanding any other provisions to the contrary contained in any Equity Award agreement between the Company and the Executive, or any equity compensation plans sponsored by the Company, unless such agreement or plan expressly references and supersedes this Agreement, all unvested Equity Awards which Executive then holds shall be immediately vested as of the Termination Date.

8.2 Deemed Resignation. Upon termination of Executive’s employment for any reason or no reason, including with or without Cause or for Good Reason, whether by the Company or by Executive, and unless the Board otherwise expressly determines, Executive agrees that he automatically shall have been deemed to have resigned from all positions as an officer, director and employee of the Company or any subsidiaries or affiliates thereof without any further action on the part of the Executive. In connection therewith, simultaneously with the execution and delivery of this Agreement, the Executive shall deliver a resignation letter in the form attached hereto as Exhibit B, which shall become effective, at the sole discretion of the Board, at any time from or after the Termination Date.

8.3 Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment.

8.4 Other Severance Benefits. The severance pay and benefits provided for in Section 8.1 shall be in lieu of any other severance or termination pay to which the Executive may be entitled under any Company severance or termination plan, program, practice (whether written or unwritten) or arrangement. The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices then in effect.

9. 280G Excise Tax. The provisions of this Section 9 shall supersede any other provisions of this Agreement.

9.1 In the event that the Executive shall become entitled to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greater of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence,

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then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity.

9.2 For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either expressly do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants who shall provide detailed supporting calculations both to the Company and the Executive at such time as requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive.

9.3 In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority regarding the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

10. Successors: Binding Agreement.

10.1 This Agreement shall be binding upon and shall inure to the benefit of the Company, and its successors and assigns, and the Company shall require any successors and assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

10.2 Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representative.

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11. Tax Treatment; Tax Withholding. The Company and the Executive hereby acknowledge and agree that the Transition Bonus and any Retention Bonus payable hereunder shall be treated and reported by the Company and the Executive as additional compensation for services rendered and as ordinary income. The Executive also acknowledges and agrees that the Company may withhold from any compensation or other benefits to which the Executive is entitled to hereunder such amounts as may be required to satisfy all federal, state and local withholding and employment tax obligations.

12. General Provisions.

12.1 No Special Employment Rights. No provision of this Agreement shall grant or confer upon, or shall be construed to grant or confer upon, the Executive any right with respect to the continuation of his employment by the Company or to otherwise affect in any respect the terms and conditions of such employment except to the extent expressly provided hereunder.

12.2 Notices. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:

If to the Company to:

Hologic, Inc.

35 Crosby Drive

Bedford, MA 07130

Attn: Chief Executive Officer

Facsimile Number: (781) 280-0674

E-Mail Address: rcascella@hologic.com

with a copy to:

James L. Hauser, Esq.

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

Facsimile Number: (617) 856-8201

E-Mail Address: jhauser@brownrudnick.com

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If to the Executive, to:

John W. Cumming

Facsimile Number:

E-Mail Address:

and in any case at such other address as the addressee shall have specified by written notice. Any notice or other communication given in accordance with this Section 12.2 shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.

12.3 Entire Agreement; Amendment. This Agreement, together with the Exhibits hereto, constitute the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior understandings and agreements, whether written or oral, provided, however, that any option agreements, restricted stock unit agreement or other equity instrument by and between the Company and Executive shall remain in full force and effect, except as specifically provided herein. This Agreement may not be amended or revised except by a writing signed by both the Company and the Executive.

12.4 Non-Exclusivity of Rights. Except as otherwise expressly provided herein, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company (except for any severance or termination policies, plans, programs or practices). Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

12.5 409A Compliance. Notwithstanding any other provision herein to the contrary, the Company shall make the payments required hereunder in compliance with the requirements of Section 409A of the Code and any interpretative guidance issued thereunder. The Company may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the timing of payments as it deems necessary to comply with Section 409A of the Code.

12.6 Release. The Executive agrees that, with the exception of the Accrued Compensation due to him in accordance with the terms hereunder, that the payment of any severance under Section 8.1 is subject to and conditioned upon the execution and delivery by the Executive to the Company of a Settlement and Release Agreement (the “Release Agreement”) in favor of the Company, its affiliates and their respective officers, directors, employees and agents in respect to the Executive’s employment with the Company and the termination thereof in a

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form suitable to the Company and the expiration of any revocation period provided for under the Release Agreement. The parties agree that the Release Agreement will be executed and returned to the Company no later than the 45^th day following the Termination Date.

12.7 Legal Fees. Prior to the occurrence of a Change of Control, the Company agrees to reimburse the Executive for all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, if the Executive prevails in such contest. Following a Change of Control, the Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance. For the avoidance of doubt, in no event will the provisions of this Section 12.7 apply to any dispute arising out of or related to the Company’s enforcement of its rights under the Proprietary Information and Non-Competition Agreement executed of event date herewith.

12.8 Effect of Headings. The titles of section headings herein contained have been provided solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

12.9 Severability. The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

12.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a binding contract as of the day and year first above written.

HOLOGIC, INC.
By:	/s/ Glenn P. Muir
	Name:	Glenn P. Muir
	Title:	Executive Vice President, Finance and Administration, Chief Financial Officer
EXECUTIVE
/s/ John W. Cumming
John W. Cumming

EXHIBIT A

NON-COMPETITION AND PROPRIETARY INFORMATION AGREEMENT

THIS AGREEMENT (the “Agreement”), is made and entered into as of November 5, 2009, by and between Hologic, Inc., a Delaware corporation (the “Company”) and John W. Cumming (“Executive”).

Recitals

WHEREAS, the Company and the Executive have entered into a Transition Agreement of even date herewith (the “Transition Agreement”); and

WHEREAS, it is a condition of the execution of the Transition Agreement that this Agreement be entered into and be incorporated by reference in the Transition Agreement as Exhibit A thereto; and

WHEREAS, the Executive will receive substantial economic payments and benefits as a result of the Transition Agreement and his continuing employment with the Company; and

WHEREAS, in his capacity as Chairman and executive officer and member of the Board of Directors of the Company, Executive has had and will continue to have access to the Company’s business activities, goodwill, business plans, personnel, financial status and other confidential and proprietary information including, but not limited to, existing and potential customers, customer information, target market areas, potential and future products, methods, techniques and other information of and about the Company, all of which are of great value to the Company and which are not generally known and are confidential; and

WHEREAS, terms not defined herein shall have the meaning ascribed to them in the Transition Agreement.

Agreement

NOW, THEREFORE, in consideration of the above-referenced premises and the mutual covenants and promises therein and herein contained, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, it is hereby agreed by and between the parties as follows:

1. Term. This Agreement shall commence upon the Effective Date of the Transition Agreement.

2. Unique Position of Trust.

(a) Executive acknowledges that the services he has heretofore rendered and will continue to render to the Company are of a special and unusual character, with a unique value to the Company. Executive also acknowledges that he has held and holds a position of trust in which he has had and will continue to have broad access to all of the Company’s most sensitive Confidential Information.

(b) For purposes of this Agreement, “Company” shall mean Hologic, Inc. and, any other business entity that is either controlled by, controls, or under common control with Hologic, Inc.

(c) For purposes of this Agreement, “Confidential Information” means all non-public information of and about the Company, including without limitation, business activities, business plans, legal affairs, personnel, existing and potential customers, customer information, contracts and agreements with customers, contracts and agreements with suppliers, target market areas, product designs and plans, potential and future products, business methods and techniques, financial status, financial projections and forecasts, regulatory matters, pending and proposed acquisitions, financings and joint ventures, intellectual property, trade secrets, proprietary technology, research and development data, computer networks and systems, software programs and code, databases, manufacturing processes and specifications, know-how, operational and hiring matters, personnel policies, market studies and forecasts, competitive analyses, marketing programs, and sales and pricing information, regardless of the form in which such information is stored. “Confidential Information” shall also include any Confidential Information of any client, investor, corporate partner, or joint venturer of the Company, or any other third party that the Company is required by agreement to keep confidential. “Confidential Information” shall not, however, include information that Executive can demonstrate (a) has become publicly known through no act of the Executive, (b) has been rightfully received by Executive from a third party not subject to any confidentiality agreement concerning such information or (c) has been independently developed by Executive without use of or reliance on Confidential Information or any violation of his obligations under this Agreement. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.

3. Protection of Company Confidential Information.

(a) Executive shall not, while an employee of the Company, or following termination of his employment, directly or indirectly, use, disclose or permit to be known, other than (i) as is reasonably required in the regular course of his duties on behalf of the Company, including disclosures to the Company’s advisors and consultants, (ii) as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or (iii) with the prior written consent of the Company’s Board of Directors or Chief Executive Officer, to any person, firm or corporation any Confidential Information.

(b) The Executive shall not remove from the Company’s premises, or make any copies of, Confidential Information, except as necessary to perform or use in the course of legitimate Company business. The Executive agrees to return to the Company all Confidential Information and Company property, including all copies of it, in his possession or under his control, (i) at any time upon the request of the Company, and (ii) without such a request at the termination of his employment by the Company. Upon the Company’s request, the Executive will furnish a written statement that he has returned all Confidential Information and property.

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4. Non-Competition Agreement.

(a) In view of the unique value to the Company of the services of Executive, because of the Confidential Information of the Company entrusted to or obtained by Executive, and as a material inducement to the Company to enter into the Transition Agreement, pursuant to which Executive will receive significant benefits as an executive officer and director of the Company, and for other good and valuable consideration, Executive covenants and agrees that he shall not, for the longer of (i) three (3) years from the Effective Date or (ii) two years from the Termination Date (the “Restricted Period”), directly or indirectly, whether as an owner, partner, executive, director, consultant, contractor, advisor, agent, employee, guarantor, surety or otherwise, or through any person, consult with or in any way aid or assist any person to engage or attempt to engage in any employment, consulting or other activity which directly or indirectly competes with the business of the Company (the “Restricted Field”). Executive acknowledges that his participation in the conduct of any such business or activity alone or with any person other than the Company will materially impair the business and prospects of the Company and the goodwill of the Company.

(b) During the Restricted Period, Executive shall not, directly or indirectly, on behalf of any party or person other than the Company, solicit (or assist or provide information in connection therewith) any then-customer of the Company (including customers where the Company’s products or services are sold through distributors, resellers, licensees and the like) or prospective customer of the Company to provide any product, service, or business that is competitive with or substantially similar to any product, service, or business then offered or planned to be offered by the Company, or to induce such then-customer or prospective customer to reduce or diminish the volume or level of their business with the Company.

(c) During the Restricted Period, Executive shall not, directly or indirectly, on behalf of any party or person other than the Company, solicit or induce (or assist or provide information in connection therewith) any then-current employee, or person who was an employee or officer of the Company within the previous six month period, to leave the employ of the Company.

(d) Executive further acknowledges the national and international scope of the business of the Company, and that the limitations set forth in this Agreement on his post-employment activities are reasonable and necessary to protect the business of the Company because of its scope and his access to Confidential Information. Executive further acknowledges that the consideration and benefits that he will receive pursuant to the Transition Agreement are substantial enough that the limitations on his post-employment activities set forth in this Agreement will not cause significant hardship.

(e) Nothing herein shall preclude Executive (i) from beneficially owning no more than two percent (2%) of the total outstanding stock of a class of stock registered under the securities and Exchange Act of 1934, as amended or (ii) following the Termination Date, from accepting or providing advisory or consulting services to, or accepting employment with, a business that may have a product or services in the Restricted Field; provided, however, that the Executive may not provide services to or be employed by, directly or indirectly, the division, subsidiary or line of business that competes, directly or indirectly, with the Company in the Restricted Field or otherwise engage in any activities that may involve the disclosure or use of Confidential Information.

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5. Disclosure and Assignment of Inventions. Executive shall promptly disclose to the Company any invention, improvement, discovery, process, formula, method, work of authorship, or other intellectual property, whether or not patentable, and whether or not copyrightable, in the Company’s Restricted Field (collectively, “Inventions”) made, conceived or first reduced to practice by Executive, either alone or jointly with others, during the term of Executive’s employment with the Company, whether or not such Inventions are made, conceived or reduced to practice during working hours or using the Company’s data or facilities. Executive agrees that all Inventions created, made, or developed by him during the term of his employment with the Company are and shall be works made for hire and are and shall be the exclusive property of the Company to use, publish, license, and otherwise exploit in its discretion. The Company shall own all of the rights, including without limitation all trade secrets, patents and copyrights, in, arising or derived from, or related to any Inventions. In the event that any Inventions may not, by operation of law or otherwise, be a work made for hire, Executive hereby assigns, irrevocably and without any further consideration, the ownership of, and all rights of patent and copyright in, such Inventions. During and after his employment and/or service with the Company ceases, the Executive shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain and enforce patents and/or copyrights in any and all countries on such Inventions. Executive hereby irrevocably designates the Company’s General Counsel or Chief Executive Officer as Executive’s agent and attorney-in-fact to execute and file any such document and to do all lawful acts necessary to apply for and obtain patents and/or copyrights and to enforce the Company’s rights under this Section 5. Any Invention relating to the business of the Company and disclosed by Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this Section 5 unless Executive shall prove that such Inventions were first conceived and reduced to practice after the date of termination of his employment.

6. Remedies. Given the important nature of the services Executive will provide to the Company, the scope and nature of the business of the Company and the sensitive nature of the information and functions Executive will have with the Company, Executive acknowledges that the limitations contained in Sections 3, 4 and 5 hereof are reasonable. Executive expressly acknowledges that, in the event that any provision of Sections 3, 4 or 5 is breached, the Company will suffer injury that cannot be ascertained or remedied by monetary damages and will be irreparably harmed if the provisions of this Agreement are not enforced. In the event of an actual or threatened breach by Executive of the provisions of Sections 3, 4 or 5, the Company shall be entitled to terminate any payments and provision of benefits that Executive may be entitled pursuant to the Transition Agreement or otherwise, including the further exercise of any Equity Awards, and to entry of an injunction restraining Executive from such breach without any obligation to post bond. Nothing herein, however, shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages and reasonable attorneys’ fees and expenses, including paralegal fees, from Executive, which Executive agrees the Company would be entitled to recover. If Executive violates any of the covenants contained in Sections 3, 4 or 5 the terms and the covenants violated shall be automatically extended to a like period of time from the date on which Executive ceases such violation or from the date of entry by a court of

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competent jurisdiction of any order or judgment enforcing such covenant, whichever period is later. To the extent permitted under applicable law, the Company may suspend any payments or benefits that Executive may be entitled pursuant to the Transition Agreement or otherwise for the duration of any period in which the Company reasonably determines that Executive is in breach hereof. Executive further acknowledges and agrees that any breach of the covenants contained in Sections 3, 4 or 5 shall constitute a material breach of this Agreement entitling the Company to terminate this Agreement for cause. The provisions of Sections 3, 4 and 5 and this Section 6 shall survive the termination of this Agreement.

7. Notices. Any notice or other communication in connection with this Agreement shall be delivered in accordance with the notice provisions of Section 12.2 of the Transition Agreement.

8. Injunction and Enforceability of Covenants.

(a) Equitable Remedies Available. If Executive commits a breach, or threatens to commit a breach of any of the provisions of Sections 3, 4 or 5 hereof, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by a court having equity jurisdiction in the Commonwealth of Massachusetts, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

(b) Severability of Covenants. If any of the covenants contained in Sections 3, 4 or 5 hereof, or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect without regard to the invalid portions. The covenants and restrictions contained in Sections 3, 4, and 5 of this Agreement are separate and independent of the obligations of the Transition Agreement and shall be fully valid and enforceable notwithstanding any breach or claimed breach of the Transition Agreement.

(c) Carve-back of Scope or Duration. If any of the covenants contained in Sections 3, 4 or 5 hereof, or any part thereof, are held to be unenforceable because of the scope or duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the scope, duration and/or area of such provision to the least extent possible to render them enforceable and such provision, in its reduced form, shall thereafter be enforceable.

(d) Jurisdiction. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 3, 4 or 5 hereof upon the state and federal courts sitting in the Commonwealth of Massachusetts. In the event that such a courts shall hold any such covenant wholly unenforceable by reason of the breadth of scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such other covenants having appropriate personal and subject matter jurisdiction over the parties, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

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9. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

10. Entire Agreement. The recitals hereto are hereby incorporated herein by this reference. This Agreement, together with the Transition Agreement attached hereto, constitutes the entire agreement of the parties concerning the subjects contained herein and supersedes all prior or contemporaneous negotiations, representations and agreements, whether written or oral, between Executive and the Company with respect to the subject matter hereof, provided, however, that the superseding of such agreements does not in any way affect the validity or effectiveness of the prior assignment by Executive of inventions. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought.

11. Interpretation. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

12. Binding Agreement and Governing Law. This Agreement shall be binding upon the Executive and shall inure to the benefit of the Company and its successors in interest and assigns, and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

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

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

HOLOGIC, INC.
By:	/s/ Glenn P. Muir
Name:	Glenn P. Muir
Title:	Executive Vice President, Finance and     Administration, Chief Financial Officer
JOHN W. CUMMING
/s/ John W. Cumming
Printed:	John W. Cumming

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EX-99.1

Exhibit 99.1

For Immediate Release

Contact:	Deborah R. Gordon
	Vice President, Investor Relations
	Hologic, Inc.
	(781) 999-7716

HOLOGIC ANNOUNCES FOURTH QUARTER

AND FISCAL 2009 OPERATING RESULTS

Quarterly Revenues and Performance Exceed Guidance and Expectations

Rob Cascella Promoted to Chief Executive Officer

BEDFORD, Mass. (November 9, 2009) - Hologic, Inc. (Hologic or the Company) (NASDAQ: HOLX), a leading developer, manufacturer and supplier of premium diagnostics, medical imaging systems and surgical products dedicated to serving the healthcare needs of women, today announced its results for the fourth quarter and fiscal year ended September 26, 2009. In addition, Hologic today announced the Board of Directors has promoted Robert Cascella to Chief Executive Officer effective November 5, 2009. Mr. Cascella has been President and Chief Operating Officer since 2003. He succeeds Jack Cumming, who will remain on as Chairman of the Board and a member of the executive management team.

Highlights of the quarter include:

• Revenues of $402.8 million.

• Fourth quarter 2009 net income was $34.9 million, or $0.13 per diluted share, calculated in accordance with U.S. generally accepted accounting principles (GAAP).

• Fourth quarter 2009 non-GAAP adjusted net income was $72.4 million, or $0.28 per diluted share, and adjusted EBITDA (non-GAAP adjusted earnings before interest, taxes, depreciation and amortization) was $149.3 million. A reconciliation of GAAP to non-GAAP results is included as an attachment to this press release.

• Food and Drug Administration (FDA) approval in July 2009 of our Adiana permanent contraception system and 510(k) clearance in August 2009 of our MammoSite ML Radiation Therapy System for the treatment of early-stage breast cancer.

• CE marking approval received in September 2009 for our ThinPrep integrated imager for cervical cancer screening.

• Shipment of the Company’s 5,000^th Selenia full field digital mammography system.

• Term loan to fund the Third Wave Technologies acquisition reduced from an initial balance of $540 million at July 24, 2008 to $174.2 million as of September 26, 2009 and further reduced to $149.5 million as of today.

Fourth quarter fiscal 2009 revenues totaled $402.8 million, a decrease of 9.0% when compared to revenues of $442.5 million in the fourth quarter of fiscal 2008. The decrease was primarily attributable to the year-over-year decline in sales of Selenia systems. We believe this decline continues to be due, in large part, to the current economic environment and the resulting delays and reductions in hospital capital spending as compared to the same period in the prior fiscal year. Also contributing to this decline, to a lesser extent, was the year-over-year decline in Skeletal Health product revenues of $5.9 million. These declines were partially offset by: (i) growth in Diagnostics and GYN Surgical product sales of $14.7 million as compared to the fourth quarter of fiscal 2008, including an increase of $3.7 million from Third Wave, which we acquired in July 2008; and (ii) an $8.7 million, or 17.9%, increase in service and other revenues primarily related to our increased installed base of Selenia full field digital mammography systems.

For the fourth quarter of fiscal 2009, Hologic reported net income of $34.9 million, or $0.13 per diluted share, compared with a net loss of $144.4 million, or $0.56 per diluted share, in the fourth quarter of fiscal 2008. Included in fourth quarter fiscal 2009 results were: (i) a charge of $46.3 million attributable to the amortization of intangibles relating to the Cytyc merger and the Third Wave acquisition; (ii) a full quarter of costs and expenses from Third Wave of $13.8 million (excluding amortization expense); and (iii) operating charges of $2.0 million related to the closure of the Company’s organic photoconductor drum coatings manufacturing operations in Shanghai, which the Company had acquired as part of its acquisition of AEG in fiscal 2006. Included in the fourth quarter of fiscal 2008 results were charges relating to the Third Wave acquisition of: (i) $195.2 million attributable to acquired in-process research and development costs; (ii) $3.9 million attributable to the increase in cost of revenues relating to the write-up of acquired inventory to fair value; (iii) $1.1 million attributable to the amortization of intangibles; and (iv) $0.5 million of stock-based compensation incurred in connection with the termination of former Third Wave officers. Also included was a charge of $25.5 million attributable to the amortization of intangibles relating to the Cytyc merger.

The Company’s non-GAAP adjusted net income for the fourth quarter of fiscal 2009 decreased 6.2% to $72.4 million compared to $77.2 million in the fourth quarter of fiscal 2008. The Company’s fiscal 2009 fourth quarter non-GAAP adjusted net income primarily excludes $51.8 million of amortization of the intangible assets acquired since fiscal 2006 and operating charges of $2.0 million related to the closure of the Company’s organic photoconductor drum coatings manufacturing operations in Shanghai. The Company’s fiscal 2008 fourth quarter non-GAAP adjusted net income primarily excludes: (i) $32.0 million of amortization of the intangible assets acquired since fiscal 2006; (ii) a $195.2 million in-process research and development charge related to the acquisition of Third Wave; and (iii) a $3.9 million increase in cost of revenues related to the write up of acquired inventory of Third Wave to fair value.

Non-GAAP adjusted net income, non-GAAP adjusted earnings per diluted share (EPS), and adjusted EBITDA are non-GAAP financial measures. The Company’s definitions of these non-GAAP financial measures, and the reconciliations of these measures to the Company’s comparable GAAP financial measures for the periods presented, are set forth in the supplemental information attached to this press release. When analyzing the Company’s operating performance, investors should not consider these non-GAAP measures as a substitute for the comparable financial measures prepared in accordance with GAAP.

For the twelve months ended September 26, 2009, revenues totaled $1.64 billion, a 2.2% decrease compared to revenues of $1.67 billion in the twelve months ended September 27, 2008. The decrease was primarily attributable to the year-over-year decline in sales of Selenia systems, which the Company attributes largely to the more difficult economic and capital spending environment. Partially offsetting this decrease was: (i) the inclusion of a full year of revenues from the Diagnostics and GYN Surgical product lines acquired in the merger with Cytyc on October 22, 2007 compared to 49 weeks in fiscal 2008; (ii) a $38.1 million, or 22.1%, increase in service and other revenues primarily related to our increased installed base of Selenia full field digital mammography systems; and (iii) an increase in product revenues of $31.3 million from our acquisition of Third Wave in July 2008.

For the twelve months ended September 26, 2009, Hologic reported a net loss of $2.18 billion, or $8.48 per diluted share, compared with a net loss of $385.6 million, or $1.57 per diluted share, for the comparable twelve-month period in fiscal 2008. Included in the twelve months of fiscal 2009 results were: (i) $2.34 billion for the impairment of goodwill relating to reporting units acquired from Cytyc, as discussed below; (ii) $205.6 million of amortization of intangibles acquired since

2

fiscal 2006; (iii) $4.1 million attributable to the write-off of certain intangible assets; (iv) operating charges of $2.0 million related to the closure of the Company’s organic photoconductor drum coatings manufacturing operations in Shanghai; and (v) $1.2 million attributable to the increase in cost of revenues relating to the write-up of Third Wave inventory to fair value. Also included was a full year of costs and operating expenses of $60.8 million (excluding amortization expense) from Third Wave as compared to $15.3 million for nine weeks in fiscal 2008 (excluding an in-process research and development charge and amortization expense). Included in fiscal 2008 results were: (i) charges relating to the Cytyc merger and Third Wave acquisition of $565.2 million attributable to acquired in-process research and development; (ii) $119.5 million attributable to the amortization of intangibles acquired since fiscal 2006; (iii) $46.3 million attributable to the increase in cost of revenues relating to the write-up of acquired inventory to fair value; (iv) $11.8 million primarily attributable to compensation-related charges associated with the Cytyc merger and Third Wave acquisition; and (v) a charge of $2.9 million related to impairment of acquired intangible assets.

The Company’s non-GAAP adjusted net income for the twelve months ended September 26, 2009 increased 2.4% to $301.7 million compared to $294.7 million in the twelve months ended September 27, 2008. The Company’s fiscal 2009 non-GAAP adjusted net income primarily excludes: (i) $2.34 billion for the impairment of goodwill relating to reporting units acquired from Cytyc; (ii) $205.6 million of amortization of intangibles acquired since fiscal 2006; (iii) $4.1 million attributable to the write-off of certain intangible assets; (iv) operating charges of $2.0 million related to the closure of the AEG organic photoconductor drum coatings manufacturing operations in Shanghai; and (v) $1.2 million attributable to the increase in cost of revenues relating to the write-up of Third Wave inventory to fair value. The Company’s fiscal year 2008 non-GAAP adjusted net income primarily excludes: (i) $119.5 million of amortization of intangibles acquired since fiscal 2006 ($97.2 million specifically related to Cytyc and Third Wave); (ii) $565.2 million of in-process research and development charges related to the merger with Cytyc and the acquisition of Third Wave; (iii) $46.3 million attributable to the increase in cost of revenues relating to the write-up of acquired inventory to fair value; (iv) $11.8 million primarily relating to compensation-related charges associated with the Cytyc merger; and (v) a charge of $2.9 million related to impairment of acquired intangible assets.

Based on a combination of factors, including the deterioration in the macro-economic environment, declines in the stock market and the decline in the price of the Company’s common stock, the Company experienced a significant decline in its market capitalization during the first quarter of fiscal 2009. As a result, the Company completed a goodwill impairment analysis as of December 27, 2008 using the two-step approach, as required under U.S. GAAP, and determined that a portion of its goodwill was impaired. As a result, in the second quarter of fiscal 2009, the Company recorded a non-cash charge of $2.34 billion. In addition, the Company also recorded a charge of $4.1 million for the write-off of certain intangible assets and recorded such charge within cost of revenues in fiscal 2009. These non-cash charges are included in the non-GAAP adjustments in the financial information presented in this release. A further discussion of our non-GAAP fiscal 2009 results and guidance is included in the attachment to this press release.

As of September 26, 2009, total backlog for all products was $323.1 million.

“We are pleased with our performance for the fourth quarter of fiscal 2009,” said Rob Cascella, President and Chief Executive Officer. “We not only exceeded our revenue guidance, but we once again exceeded our guidance for EPS. Although the economic environment continues to impact our capital equipment sales, we are very pleased with the continued performance of our Diagnostics and GYN Surgical segments, which performed at or above our expectations for both the fourth quarter and full year. Fiscal 2009 was a year of execution - we operated Third Wave for a full fiscal year following its acquisition, substantially completed the integration of our merger with Cytyc, significantly reduced our operating expenses, generated adjusted EBITDA of

3

$600.8 million, and obtained FDA approvals or clearances of two Cervista HPV tests, the Adiana permanent contraception system and MammoSite ML and we launched the new Eviva breast biopsy device. We believe all of these successes have positioned Hologic for long-term growth.”

Fourth quarter revenue overview by segment:

• Breast Health revenues, which include the Company’s Mammography, R2, Suros, MammoPad, MammoSite, DRC and AEG products, totaled $174.8 million for the fourth quarter of fiscal 2009 compared to $221.0 million for the same period in fiscal 2008. This decrease was primarily due to fewer Selenia systems sold, as well as product mix and configuration differences, resulting in a reduction in Selenia product revenues. This decrease was partially offset by an increase in service revenues related to our increased installed base of Selenia full field digital mammography systems and, to a lesser extent, an increase in revenues from our breast biopsy products.

• Diagnostics revenues, which include the Company’s ThinPrep products, fetal fibronectin test, and Third Wave products, totaled $138.7 million, including $9.7 million from Third Wave, for the fourth quarter of fiscal 2009. The third quarter marked the U.S. launch of our two Cervista HPV tests following FDA approval of our pre-market approval applications (PMA) for those products on March 13, 2009. As expected, the revenue contributions from these products in the current fourth quarter were modest. Total Diagnostics revenues for the fourth quarter of fiscal 2008 were $133.7 million, including $5.9 million from Third Wave.

• GYN Surgical revenues, which include the Company’s NovaSure endometrial ablation system and Adiana permanent contraception system, totaled $67.3 million for the fourth quarter of fiscal 2009 compared to $59.7 million for the fourth quarter of fiscal 2008. This increase was primarily due to an increase in the number of NovaSure systems sold. Adiana, which was approved by the FDA in July 2009, contributed modestly in the fourth quarter of fiscal 2009, as both the U.S. and international market launches were limited.

• Skeletal Health revenues, which include the Company’s osteoporosis assessment and mini C-arm product lines, decreased to $22.0 million for the fourth quarter of fiscal 2009 from $28.1 million for the fourth quarter of fiscal 2008. This decrease was primarily the result of decreased system sales of the mini C-arm and osteoporosis assessment product lines, which continue to face the difficult capital equipment buying environment and ongoing effects of the reduction in reimbursement for osteoporosis assessment exams in the U.S.

Rob Cascella promoted to Chief Executive Officer:

The Board of Directors has promoted Robert Cascella to Chief Executive Officer, only the third Chief Executive Officer in Hologic’s 23-year history. Mr. Cascella has served as President and Chief Operating Officer since 2003. Mr. Cascella has over 25 years of industry experience. Prior to joining Hologic, he was a managing partner of an investment banking firm specializing in healthcare and has held various executive management positions in the field of breast cancer diagnostics and therapeutics.

Jack Cumming, who previously served as Chairman and Chief Executive Officer, will remain Chairman of the Board and a member of the executive management team. Under Mr. Cumming’s leadership beginning in 2001, the Company has grown from revenues of $75 million to over $1.6 billion and from a market capitalization of $200 million to approximately $4 billion. Mr. Cumming intends to continue his focus on international expansion opportunities, a major growth initiative of Hologic, as well as to work more closely with our customers.

4

“Although my decision to end my tenure as Hologic’s Chief Executive Officer did not come lightly, the transition of my role to Rob has been a work-in-process for quite some time,” said Jack Cumming, Chairman. “Over the years Rob has been an active leader in setting the strategic direction of the Company and has played an integral role for product, market and resource integration following each of our many acquisitions. Rob’s extensive expertise, coupled with his strong leadership qualities, make him an ideal choice to take over my role and he has my wholehearted confidence and support. I am very excited to continue to work with Rob and the executive team and continue my focus on international growth and new business opportunities.”

FDA approval of our Adiana permanent contraception system:

On July 6, 2009, the FDA approved the Company’s PMA application for its Adiana permanent contraception system. The Adiana system is designed to provide women a minimally-invasive, non-incision alternative to traditional, surgical means of permanent contraception. Patients are normally able to return to work or resume their daily activities within one day. In contrast, tubal ligation, a traditional method of permanent contraception, requires more invasive surgical procedures, usually are conducted in a hospital under general anesthesia and typically require four to five days of recovery. As a result, this more invasive surgical procedure can pose serious risk of complications. With the Adiana system, the Company is now able to provide physicians with another non-hormone, minimally-invasive treatment that addresses a significant issue for women in their post-childbearing years.

FDA clearance of the 510K application for our MammoSite ML radiation therapy system:

On August 27, 2009, the FDA cleared the Company’s 510(k) application for the MammoSite ML radiation therapy system for the treatment of early-stage breast cancer. With its multi-lumen design, this new device gives radiation oncologists the ability to shape the radiation dose for typical cases and treat patients who are otherwise not appropriate candidates for traditional brachytherapy. Hologic’s MammoSite therapy system, first cleared by the FDA in 2002 as a single-lumen device, is the most widely used form of accelerated partial breast irradiation (APBI) in the United States. The MammoSite system is designed to provide the physician with the ability to deliver targeted radiation therapy directly to the area where cancer is most likely to recur, allowing a full course of radiation to be delivered in just five days and enhancing patient comfort. Additionally, targeted therapy of the breast limits radiation exposure to normal, healthy tissue. The Company began a limited launch of the new MammoSite ML last month, and we anticipate a full commercial launch during the current quarter (quarter ending December 26, 2009).

CE marking for our ThinPrep integrated imager:

The integrated imager represents the latest innovation in cervical cancer screening by combining proven ThinPrep imaging technology and slide review into a single, convenient stand-alone device. The ThinPrep integrated imager is designed to provide the small and medium volume laboratory access to effective and efficient cytology screening technology, while allowing them the flexibility to address their specific productivity and throughput needs. The majority of laboratories in Europe would fall into the small or medium category. The integrated imager is designed to enable the cytotechnologist to perform slide review effectively and efficiently. The integrated imager can also be used as a conventional microscope saving valuable lab space.

5

Financial Guidance:

The Company’s guidance for fiscal 2010 reflects its current core products and does not reflect any future revenue or earnings from any product currently before the FDA awaiting approval or clearance.

In fiscal 2010, the Company will adopt Accounting Standards Codification (ASC) 470-20 (formerly FASB Staff Position No. APB 14-1), “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” which will increase the Company’s interest expense by approximately $17 million in the first quarter and $71 million for the full year of fiscal 2010. Such amount is reflected in the EPS guidance below. However, as the additional interest expense is a non-cash item, the Company will include this as a reconciling item to arrive at non-GAAP adjusted net income and EPS.

First Quarter Fiscal 2010 (Quarter ending December 26, 2009):

• The Company expects first quarter fiscal 2010 revenues to be approximately $400 million to $405 million, comparable with the fourth quarter of fiscal 2009, reflecting an increase in revenues in the GYN Surgical and Diagnostics segments, offset by an anticipated decrease in the Breast Health segment, primarily related to the Selenia full field digital system.

• The Company expects EPS to be approximately $0.06 to $0.08 and non-GAAP adjusted EPS to be approximately $0.24 to $0.26.

Fiscal 2010 (Year ending September 25, 2010):

• The Company expects fiscal 2010 revenues to be approximately $1.625 billion to $1.650 billion, driven primarily by an increase in revenues in the GYN Surgical and Diagnostics segments, as well as from Service, with continued softness in the Breast Health segment, primarily related to the mammography product line.

In addition, the Company has discontinued three products that contributed the following revenues in Fiscal 2009:

_¡ The AEG organic photoconductor drum coatings manufacturing operations in Shanghai - $8 million;

_¡ Digital detectors supplied to an OEM - $8 million;

_¡ Molecular tests no longer marketed as an analyte specific reagent (ASR) - $5 million.

• The Company expects EPS to be approximately $0.42 to $0.46 and non-GAAP adjusted EPS to be approximately $1.15 to $1.19.

A reconciliation of the Company’s GAAP to non-GAAP fiscal 2010 projections is included as an attachment to this press release.

Hologic may incur expenses or charges or realize income or gains in fiscal 2010 that could cause actual results to vary from the guidance above. In addition, the Company is continuing to monitor the effects of the U.S. and general worldwide economic and regulatory conditions and related uncertainties, including proposed healthcare reform and associated tax proposals, which, along with other uncertainties facing our business, could adversely affect anticipated results.

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Conference Call and Webcast:

Hologic’s management will host a conference call on Monday, November 9, 2009, at 5:00 p.m. (EST) to discuss fourth quarter and fiscal 2009 operating results. Interested participants may listen to the call by dialing 877-719-9786 or 719-325-4786 for international callers and referencing access code 9714531 approximately 15 minutes prior to the call. For those unable to participate in the live broadcast, a replay will be available one hour after the call ends through Friday, November 20, 2009, at 888-203-1112 or 719-457-0820 for international callers, access code 9714531. The Company will also provide a live webcast and archive of the call on the investor relations page of the Company’s website at www.hologic.com/investor. A replay of the call will also be archived on this same website. A PowerPoint presentation related to the conference call will be posted after the close of the market on Monday, November 9, 2009 on the investor relations page of the Company’s website.

About Hologic, Inc.:

Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products dedicated to serving the healthcare needs of women. Hologic’s core business units are focused on breast health, diagnostics, GYN surgical, and skeletal health. Hologic provides a comprehensive suite of technologies with products for mammography and breast biopsy, radiation treatment for early-stage breast cancer, cervical cancer screening, treatment for menorrhagia, permanent contraception, osteoporosis assessment, preterm birth risk assessment, mini C-arm for extremity imaging and molecular diagnostic products including HPV and reagents for a variety of DNA and RNA analysis applications.

Hologic, Adiana, AEG, BioLucent, Cervista, Cytyc, Eviva, MammoSite, MammoSite ML, MammoPad, NovaSure, R2, Selenia, Suros, ThinPrep and Third Wave and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

Forward-Looking Statement Disclaimer:

This News Release contains forward-looking information that involves risks and uncertainties, including statements regarding the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation, statements regarding: the expected continued market challenges; the Company’s backlog and any implication that the Company’s backlog may be indicative of future sales; the Company’s expectations regarding product development and the performance of existing products; the Company’s growth objectives; and the Company’s outlook and financial and other guidance. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

The Company’s backlog consists of purchase orders for which delivery is scheduled within the next twelve months, as specified by the customer. In certain circumstances, orders included in backlog may be canceled or rescheduled by customers without significant penalty. Therefore, backlog as of any particular date should not be relied upon as indicative of the Company’s revenues for any future period.

Other risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the continued U.S. and general worldwide economic conditions and related uncertainties, including the recent global financial turmoil and associated economic downturn; the Company’s reliance on third party reimbursement policies to support the sales and market

7

acceptance of its products, including the possible adverse impact of government regulation and changes in the availability and amount of reimbursement; uncertainties regarding proposed healthcare reform and associated tax proposals; the Company’s ability to integrate its acquisitions and business combinations effectively; uncertainties inherent in the development of new products and the enhancement of existing products, including FDA approval and/or clearance and other regulatory risks, technical risks, cost overruns and delays; the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; manufacturing risks, including the Company’s reliance on a single or limited source of supply for key components, and the need to comply with especially high standards for the manufacture of many of its products; the Company’s ability to predict accurately the demand for its products, and products under development, and to develop strategies to address its markets successfully; the early stage of market development for certain of the Company’s products; the risk of adverse events and product liability claims; risks related to the use and protection of intellectual property; expenses and uncertainties relating to litigation; technical innovations that could render products marketed or under development by the Company obsolete; competition; the risks of conducting business internationally, including the effect of exchange rate fluctuations on those operations; financing risks, including the Company’s obligation to meet financial covenants and payment obligations under the Company’s financing arrangements and leases; and the Company’s ability to attract and retain qualified personnel.

The risks included above are not exhaustive. Other factors that could adversely affect the Company’s business and prospects are described in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based.

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HOLOGIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

ASSETS
	September 26, 2009			September 27, 2008
CURRENT ASSETS:
Cash and cash equivalents	$	293,186		$	95,661
Restricted cash		916			3,629
Accounts receivable, net		263,231			321,299
Inventories		182,780			174,667
Deferred income tax assets		52,165			53,660
Prepaid expenses and other current assets		29,238			44,662
Total current assets		821,516			693,578
Property and equipment, net		271,628			283,975
Intangible assets, net		2,424,812			2,629,651
Goodwill		2,108,963			4,450,496
Other assets		62,909			76,932
	$	5,689,828		$	8,134,632
LIABILITIES AND STOCKHOLDERS’ EQUITY
	September 26, 2009			September 27, 2008
CURRENT LIABILITIES:
Current portion of notes payable	$	38,373		$	38,480
Accounts payable		46,589			59,590
Accrued expenses		137,284			154,746
Deferred revenue		97,544			78,559
Deferred gain		9,500			9,500
Total current liabilities		329,290			340,875
Notes payable, net of current portion		139,955			437,420
Convertible debt		1,725,000			1,725,000
Deferred income tax liabilities		912,970			920,838
Deferred revenue		11,364			10,777
Other long-term liabilities		58,534			57,453
Total long-term liabilities		2,847,823			3,151,488
STOCKHOLDERS’ EQUITY:
Common stock		2,579			2,564
Capital in excess of par value		4,898,422			4,853,837
Accumulated deficit		(2,393,881	)		(217,644	)
Accumulated other comprehensive income		7,028			4,945
Treasury stock, at cost		(1,433	)		(1,433	)
Total stockholders’ equity		2,512,715			4,642,269
	$	5,689,828		$	8,134,632

9

HOLOGIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended
	September 26, 2009			September 27, 2008
REVENUES	$	402,767		$	442,513
COSTS AND EXPENSES (1):
Cost of revenues		156,719			176,571
Cost of revenues – amortization of intangible assets		39,240			25,661
Research and development		22,700			20,944
Selling and marketing		56,575			67,793
General and administrative		38,171			38,294
Amortization of acquired intangible assets		12,854			6,542
Restructuring charge		797			-
Acquired in-process research and development		-			195,200
		327,056			531,005
Income (loss) from operations		75,711			(88,492	)
Interest income		162			799
Interest and other expense, net		(15,620	)		(21,640	)
Income (loss) before provision for income taxes		60,253			(109,333	)
Provision for income taxes		25,313			35,041
Net income (loss)	$	34,940		$	(144,374	)
Net income (loss) per common share:
Basic	$	0.14		$	(0.56	)
Diluted	$	0.13		$	(0.56	)
Weighted average number of common shares outstanding:
Basic		257,038			256,060
Diluted		259,884			256,060

(1) Stock-based compensation included in costs and expenses during the three months ended September 26, 2009 was $897 for cost of revenues, $865 for research and development, $1,156 for selling and marketing and $5,668 for general and administrative. Stock-based compensation included in costs and expenses during the three months ended September 27, 2008 was $542 for cost of revenues, $1,024 for research and development, $1,085 for selling and marketing and $3,525 for general and administrative.

10

HOLOGIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Twelve Months Ended
	September 26, 2009			September 27, 2008
REVENUES	$	1,637,134		$	1,674,499
COSTS AND EXPENSES (1):
Cost of revenues		620,064			686,671
Cost of revenues – amortization of intangible assets		155,519			95,310
Cost of revenues – impairment of acquired intangible assets		4,065			-
Research and development		94,328			81,421
Selling and marketing		238,977			261,524
General and administrative		148,825			147,405
Amortization of acquired intangible assets		51,210			25,227
Restructuring charge		797			6,383
Impairment of goodwill		2,340,023			-
Impairment of acquired intangible assets		-			2,900
Acquired in-process research and development		-			565,200
		3,653,808			1,872,041
Loss from operations		(2,016,674	)		(197,542	)
Interest income		1,161			4,528
Interest and other expense, net		(73,162	)		(86,127	)
Loss before provision for income taxes		(2,088,675	)		(279,141	)
Provision for income taxes		87,562			106,476
Net loss	$	(2,176,237	)	$	(385,617	)
Net loss per common share:
Basic	$	(8.48	)	$	(1.57	)
Diluted	$	(8.48	)	$	(1.57	)
Weighted average number of common shares outstanding:
Basic		256,545			245,968
Diluted		256,545			245,968

(1) Stock-based compensation included in costs and expenses during the twelve months ended September 26, 2009 was $3,522 for cost of revenues, $3,960 for research and development, $5,161 for selling and marketing and $20,296 for general and administrative. Stock-based compensation included in costs and expenses during the twelve months ended September 27, 2008 was $2,293 for cost of revenues, $2,806 for research and development, $3,487 for selling and marketing, $15,137 for general and administrative and $1,941 for restructuring.

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HOLOGIC, INC.

RECONCILIATION OF GAAP EPS AND NET INCOME (LOSS) TO NON-GAAP ADJUSTED EPS, NET INCOME AND EBITDA

(Unaudited)

(In thousands, except earnings per share)

	Three Months Ended September 26, 2009					Three Months Ended September 27, 2008
EARNINGS PER SHARE
GAAP earnings (loss) per share- Diluted	$	0.13				$	(0.56	)
Adjustments to net income (loss) (as detailed below)		0.15					0.86
Non-GAAP adjusted earnings per share- Diluted	$	0.28		(1	)	$	0.30		(1	)
NET INCOME
GAAP net income (loss)	$	34,940				$	(144,374	)
Adjustments:
Fair value write-up of acquired Third Wave inventory		83					3,933
Amortization of intangible assets acquired since fiscal 2006		51,805					31,968
Stock-based compensation associated with the termination of former Third Wave officers		-					480
Operating charges relating to the closure of the Company’s organic photoconductor drum coatings manufacturing operations in Shanghai and related costs		2,002					-
Acquired in-process research and development		-					195,200
Income tax effect primarily related to reconciling items		(16,387	)	(2	)		(9,995	)	(3	)
Non-GAAP adjusted net income	$	72,443				$	77,212
EBITDA
Non-GAAP adjusted net income	$	72,443
Interest expense, net		16,283
Provision for income taxes		41,700
Depreciation and amortization not adjusted above		18,828
Adjusted EBITDA	$	149,254

EXPLANATORY NOTES:

(1) Non-GAAP adjusted earnings per share was calculated based on 259,884 and 259,242 weighted average diluted shares outstanding for the three months ended September 26, 2009 and September 27, 2008, respectively.

(2) To reflect an estimated annual effective tax rate of 35.0% on a non-GAAP basis.

(3) To reflect an estimated annual effective tax rate of 36.8% on a non-GAAP basis.

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HOLOGIC, INC.

RECONCILIATION OF GAAP EPS AND NET LOSS TO NON-GAAP ADJUSTED EPS, NET INCOME AND EBITDA

(Unaudited)

(In thousands, except earnings per share)

	Twelve Months Ended September 26, 2009					Twelve Months Ended September 27, 2008
EARNINGS PER SHARE
GAAP loss per share- Diluted	$	(8.48	)			$	(1.57	)
Adjustments to net loss (as detailed below)		9.65					2.75
Non-GAAP adjusted earnings per share- Diluted	$	1.17		(1	)	$	1.18		(1	)
NET LOSS
GAAP net loss	$	(2,176,237	)			$	(385,617	)
Adjustments:
Fair value write-up of acquired Third Wave and Cytyc inventory in fiscal 2009 and 2008, respectively		1,167					46,258
Amortization of intangible assets acquired since fiscal 2006		205,592					119,518
Impairment of goodwill		2,340,023					-
Impairment of acquired intangible assets		4,065					2,900
Stock-based compensation associated with the termination of former Third Wave officers and acceleration of vesting/modification of the terms of certain equity awards related to the Cytyc merger		-					5,405
Operating charges relating to the closure of the Company’s organic photoconductor drum coatings manufacturing operations in Shanghai and related costs		2,002					-
Restructuring		-					6,383
Acquired in-process research and development related to the Third Wave acquisition and the Cytyc merger		-					565,200
Income tax effect primarily related to reconciling items		(74,899	)	(2	)		(65,391	)	(3	)
Non-GAAP adjusted net income	$	301,713				$	294,656
EBITDA
Non-GAAP adjusted net income	$	301,713
Interest expense, net		68,341
Provision for income taxes		162,461
Depreciation and amortization not adjusted above		68,332
Adjusted EBITDA	$	600,847

EXPLANATORY NOTES:

(1) Non-GAAP adjusted earnings per share was calculated based on 258,901 and 250,569 weighted average diluted shares outstanding for the twelve months ended September 26, 2009 and September 27, 2008, respectively.

(2) To reflect an estimated annual effective tax rate of 35.0% on a non-GAAP basis.

(3) To reflect an estimated annual effective tax rate of 36.8% on a non-GAAP basis.

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Non-GAAP Financial Guidance:

This press release also includes estimates of future non-GAAP adjusted earnings and earnings per share. A reconciliation of these amounts to expected GAAP results is presented below:

(In thousands, except per share amounts)	Three Months Ended December 26, 2009				Shares			Diluted Earnings per Share	Twelve Months Ended September 25, 2010				Shares			Diluted Earnings per Share
Projected GAAP Net Income	$16,000 - $21,000				260,000			$0.06 - $0.08	$110,000 - $120,000				260,000			$0.42 - $0.46
Adjustments:
Cost of revenues - amortization of intangible assets	44,000		(1	)					174,000		(1	)
Amortization of acquired intangible assets	13,000		(1	)					54,000		(1	)
Non-cash interest expense relating to recently-issued accounting guidance for convertible debt	17,000		(2	)					71,000		(2	)
Income tax effect of reconciling items	(27,000	)	(3	)					(109,000	)	(3	)
Projected Non-GAAP Net Income	$63,000 - $68,000				260,000	(4	)	$0.24 - $0.26	$300,000 - $310,000				260,000	(4	)	$1.15 - $1.19

Explanatory Notes:

(1) To exclude the on-going, non-cash amortization of the intangible assets.

(2) To exclude the additional non-cash interest expense.

(3) To reflect an estimated annual effective tax rate of 36% for the first quarter and full year of fiscal 2010 on a non-GAAP basis.

(4) To reflect estimated diluted weighted average shares outstanding of 260,000 for the first quarter and full year of fiscal 2010, respectively.

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Use of Non-GAAP Financial Measures:

The Company has presented the following non-GAAP financial measures in this press release: adjusted net income; adjusted EPS; and adjusted EBITDA. The Company defines its non-GAAP net income to exclude the non-cash amortization of intangible assets acquired by the Company since 2006 and impairment of goodwill and intangible assets, other acquisition-related charges, such as charges associated with the write-off of acquired in-process research and development and the write-up of acquired inventory to fair value, non-cash charges resulting from changes in GAAP, and other one-time, nonrecurring, unusual or unanticipated charges, expenses or gains. As set forth in the applicable reconciliation tables above, non-GAAP adjusted net income and non-GAAP adjusted EPS for the periods presented exclude the following items from GAAP net income (loss) and EPS: (i) non-cash expenses associated with the Company’s recent acquisitions, including the write-off of goodwill and intangible assets, amortization of intangible assets, stock-based compensation expense associated with the termination of acquired employees, acceleration of the vesting or other modification of the terms of equity awards as a result of an acquisition and the write-off of acquired research and development; (ii) non-cash interest expense resulting from the Company’s adoption of ASC 470-20 (formerly FSP APB 14-1) in fiscal 2010; (iii) the increase in cost of revenues resulting from the write-up of acquired inventory sold during the applicable period; and (iv) restructuring charges. The Company’s non-GAAP adjusted EBITDA excludes from its GAAP net income (loss): (i) the items excluded in its calculation of adjusted net income; (ii) interest expense, net; (iii) provision for income taxes; and (iv) depreciation and amortization expense not otherwise excluded in calculating its non-GAAP adjusted net income.

The Company believes the use of non-GAAP adjusted net income and non-GAAP EPS are useful to investors in comparing the results of operations in fiscal 2009 to the comparable period in fiscal 2008 by eliminating certain of the more significant effects of the acquisitions that took place since fiscal 2006 and non-cash charges resulting from changes in GAAP. These measures also reflect how the Company manages the business internally and sets operational goals, and forms the basis of certain of its management incentive programs. In addition to the adjustments set forth in the calculation of the Company’s non-GAAP adjusted net income, its non-GAAP adjusted EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. As with the items eliminated in its calculation of non-GAAP adjusted net income, these items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. The items excluded from the Company’s calculation of its non-GAAP adjusted EBITDA presented herein are also excluded in the calculation of its non-GAAP adjusted EBITDA under its senior secured borrowing arrangements and used by the Company and its lenders in determining its compliance with its financial covenants under those arrangements. When analyzing the Company’s operating performance, investors should not consider these non-GAAP financial measures as a substitute for net income (loss) or EPS prepared in accordance with GAAP.

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