ASSET PURCHASE AGREEMENT

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Exhibit 2.10

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ASSET PURCHASE AGREEMENT

dated as of December 22, 2006

among

INVERNESS MEDICAL SWITZERLAND GMBH,

PROCTER & GAMBLE INTERNATIONAL OPERATIONS, SA

and

IMJV GMBH

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TABLE OF CONTENTS

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ARTICLE 1 PURCHASE AND SALE ............................................. 2

Section 1.1 Purchase and Sale ....................................... 2

Section 1.2 Purchased Assets ........................................ 2

Section 1.3 Excluded Assets ......................................... 4

Section 1.4 Assumption of Liabilities ............................... 6

Section 1.5 Liabilities Not Assumed by PGIO ......................... 7

Section 1.6 Purchase Price; Allocation of Purchase Price ............ 9

Section 1.7 Post-Closing Working Capital Adjustment ................. 9

ARTICLE 2 CLOSING ....................................................... 10

Section 2.1 Closing ................................................. 10

Section 2.2 Closing Deliveries ...................................... 10

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF IMS ......................... 11

Section 3.1 Organization and Existence .............................. 11

Section 3.2 Power and Authority; Binding Agreement .................. 11

Section 3.3 Noncontravention ........................................ 12

Section 3.4 Compliance with Laws .................................... 13

Section 3.5 Governmental Licenses ................................... 13

Section 3.6 Financial Statements .................................... 13

Section 3.7 Absence of Changes or Events ............................ 15

Section 3.8 Undisclosed Liabilities ................................. 15

Section 3.9 Assets other than Real Property ......................... 15

Section 3.10 [Reserved] .............................................. 15

Section 3.11 Contracts ............................................... 15

Section 3.12 Intellectual Property ................................... 17

Section 3.13 Legal Proceedings ....................................... 20

Section 3.14 Tax Matters ............................................. 21

Section 3.15 Insurance ............................................... 21

Section 3.16 Benefit Plans ........................................... 21

Section 3.17 Employee and Labor Matters .............................. 22

Section 3.18 Environmental Matters ................................... 23

Section 3.19 Transactions with Affiliates ............................ 24

Section 3.20 Certain Business Practices .............................. 24

Section 3.21 Regulatory Compliance ................................... 24

Section 3.22 Product Liability Claims; Product Recalls ............... 26

Section 3.23 Product Registrations ................................... 26

Section 3.24 Brokers' Fees ........................................... 27

ARTICLE 4 COVENANTS ..................................................... 27

Section 4.1 Filings ................................................. 27

Section 4.2 Access and Investigation ................................ 27

Section 4.3 Conduct of Business ..................................... 28

Section 4.4 Commercially Reasonable Efforts ......................... 30

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Section 4.5 Public Announcements .................................... 30

Section 4.6 Enforcement ............................................. 31

Section 4.7 Inventory ............................................... 31

Section 4.8 Transfer ................................................ 31

Section 4.9 Further Assurances ...................................... 31

Section 4.10 Accounts Receivable ..................................... 32

Section 4.11 Expenses ................................................ 32

Section 4.12 Confidentiality ......................................... 32

Section 4.13 [Reserved] .............................................. 32

Section 4.14 Preparation for Transition .............................. 32

Section 4.15 Other Subsidiaries ...................................... 32

Section 4.16 Compliance with Contractual Obligations ................. 32

Section 4.17 Issuance of Shares ...................................... 33

Section 4.17 Unipath Purchase ........................................ 33

ARTICLE 5 TAX MATTERS ................................................... 33

Section 5.1 Cooperation ............................................. 33

Section 5.2 Apportioned Obligations ................................. 33

Section 5.3 Transfer Taxes .......................................... 33

Section 5.4 Tax Payments ............................................ 34

ARTICLE 6 CONDITIONS TO CLOSING ......................................... 34

Section 6.1 Conditions to Each Party's Obligation ................... 34

Section 6.2 Conditions to PGIO's Obligations ........................ 35

Section 6.3 Conditions to IMS's Obligation .......................... 36

ARTICLE 7 INDEMNIFICATION ............................................... 37

Section 7.1 Indemnification of PGIO ................................. 37

Section 7.2 Indemnification of IMS .................................. 38

Section 7.3 Indemnification Claims .................................. 38

Section 7.4 Survival ................................................ 40

Section 7.5 Sole and Exclusive Remedy ............................... 40

ARTICLE 8 TERMINATION ................................................... 40

Section 8.1 Termination ............................................. 40

Section 8.2 Effect of Termination ................................... 41

Section 8.3 Amendment ............................................... 41

Section 8.4 Extension; Waiver ....................................... 41

ARTICLE 9 GENERAL PROVISIONS ............................................ 42

Section 9.1 Notices ................................................. 42

Section 9.2 Definitions ............................................. 43

Section 9.3 Descriptive Headings; Certain Interpretations ........... 48

Section 9.4 Assignment .............................................. 48

Section 9.5 Specific Enforcement .................................... 48

Section 9.6 Entire Agreement ........................................ 48

Section 9.7 No Third-Party Beneficiaries ............................ 48

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Section 9.8 Counterparts ............................................ 49

Section 9.9 Governing Law ........................................... 49

Section 9.10 Arbitration ............................................. 49

Section 9.11 Severability ............................................ 50

Section 9.12 Nonassignable Contracts ................................. 50

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EXHIBITS:

Exhibit A Form of PGIO Contribution Agreement

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INDEX OF DEFINED TERMS

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--A--

Accounts Receivable ....................................................... 2

Affiliate ................................................................. 43

Agreement ................................................................. 1

Apportioned Obligations ................................................... 33

Arbitration Request ....................................................... 49

Assumed Accounts Payable .................................................. 6

Assumed Liabilities ....................................................... 6

--B--

Benefit Plans ............................................................. 21

Bond Indenture ............................................................ 35

Business Contract ......................................................... 43

Business Day .............................................................. 43

Business Intellectual Property ............................................ 17

Business Purchased Intellectual Property .................................. 4

Business Registered Intellectual Property ................................. 43

--C--

CD Business ............................................................... 1

CD Financial Statements ................................................... 14

Claim Notice .............................................................. 38

Closing ................................................................... 10

Closing Date .............................................................. 10

Closing Date Balance Sheet ................................................ 9

COBRA ..................................................................... 22

Code ...................................................................... 43

Company ................................................................... 1

Constitutive Documents .................................................... 43

Contingent Obligation ..................................................... 43

Contract .................................................................. 44

Contributed Asset ......................................................... 44

Contributed CD Business ................................................... 1

Contribution Agreement .................................................... 1

Control ................................................................... 44

Controlled ................................................................ 44

--D--

Determination Date ........................................................ 10

Distribution Arrangements ................................................. 2

--E--

Environmental Law ......................................................... 44

Environmental Liability ................................................... 44

Environmental Permits ..................................................... 44

ERISA ..................................................................... 21

Exchange Act .............................................................. 12

Excluded Assets ........................................................... 4

Excluded Businesses ....................................................... 5

Excluded Contracts ........................................................ 5

Excluded Liabilities ...................................................... 7

--F--

FDA ....................................................................... 13

FDCA ...................................................................... 25

Finished Product Purchase Agreement ....................................... 2

--G--

GAAP ...................................................................... 14

General Limitations ....................................................... 12

Governmental Entity ....................................................... 44

Governmental Licenses ..................................................... 3

Guarantee ................................................................. 1

--H--

Hazardous Materials ....................................................... 44

House Marks ............................................................... 5

HSR Act ................................................................... 12

--I--

IMA ....................................................................... 1

IMA Audited Financial Statements .......................................... 14

IMA Balance Sheet Date .................................................... 14

IMA Facilities ............................................................ 45

IMA Financial Statements .................................................. 14

IMA Indemnified Party ..................................................... 38

IMA Indemnity Threshold ................................................... 38

IMA Interim Balance Sheet ................................................. 14

IMA Unaudited Financial Statements ........................................ 14

IMS ....................................................................... 1

Indebtedness .............................................................. 45

Indemnified Party ......................................................... 45

Indemnifying Party ........................................................ 45

Intellectual Property ..................................................... 45

IP Liens .................................................................. 17

IRS ....................................................................... 22

--J--

Judgment .................................................................. 12

--K--

Knowledge ................................................................. 46

--L--

Labeling .................................................................. 25

Law ....................................................................... 12

Legal Proceeding .......................................................... 7

Legal Restraints .......................................................... 34

Lien ...................................................................... 12

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Losses .................................................................... 46

--M--

Material Adverse Effect ................................................... 46

Most Recent Balance Sheet ................................................. 14

Most Recent Balance Sheet Date ............................................ 14

--N--

Nonassignable Contract .................................................... 50

--O--

Ordinary Course of Business ............................................... 14

Outside Date .............................................................. 40

--P--

Permitted IP Liens ........................................................ 46

Permitted Liens ........................................................... 46

Person .................................................................... 47

PGIO ...................................................................... 1

PGIO Contribution Agreement ............................................... 1

PGIO Indemnified Party .................................................... 37

Post-Closing Tax Period ................................................... 33

Product ................................................................... 47

Product Registrations ..................................................... 26

Purchased Assets .......................................................... 2

Purchased CD Business ..................................................... 1

Purchased Inventory ....................................................... 2

--R--

Representatives ........................................................... 47

Restructuring ............................................................. 1

Returned Inventory ........................................................ 31

--S--

Sale ...................................................................... 2

Scheduled Contracts ....................................................... 15

Share ..................................................................... 47

Shareholder Agreement ..................................................... 1

Subsidiary ................................................................ 47

--T--

Tax ....................................................................... 47

Tax Return ................................................................ 47

Third Party Claim ......................................................... 47

Transaction Agreements .................................................... 47

Transfer Taxes ............................................................ 33

Transferred Employees ..................................................... 48

--W--

Working Capital ........................................................... 9

Working Capital Target .................................................... 9

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ASSET PURCHASE AGREEMENT, dated as of December 22, 2006 (this

"Agreement"), among Inverness Medical Switzerland GmbH, a Swiss

company ("IMS"), Procter & Gamble International Operations, SA, a

Swiss company ("PGIO") and IMJV GmbH, a Swiss company (the "Company")

INTRODUCTION

IMS formed the Company on December 19, 2006. On the Closing Date,

PGIO, IMS and the Company will enter into a shareholder agreement in a form to

be mutually agreed upon (the "Shareholder Agreement"), which shall establish the

respective rights and obligations of PGIO and IMS with respect to the Company.

IMS, Inverness Medical Innovations, Inc. ("IMA") and certain of their

Affiliates are in the business of developing, manufacturing, marketing, selling

and distributing human diagnostics and monitoring products for sale and

distribution through over-the-counter channels, including retail outlets and

emerging channels located in such retail outlets (the "CD Business").

Prior to the Closing Date, IMA and certain of its Subsidiaries

(including IMS) will restructure (the "Restructuring") their businesses.

IMS and its Affiliates contemplate selling certain assets and

contributing certain assets and liabilities of the CD Business, other than

assets used in, and liabilities arising from, the Excluded Fields (as defined in

the License Agreement).

On the Closing Date and subject to the terms set forth in this

Agreement (including with respect to the Excluded Assets and Excluded

Liabilities), IMS will sell and PGIO will purchase certain assets of the CD

Business, and PGIO will assume certain liabilities of the CD Business, in each

case, as set forth in this Agreement (the "Purchased CD Business").

Simultaneously with the Closing hereunder, PGIO will contribute the Purchased CD

Business to the Company pursuant to the PGIO Contribution Agreement

substantially in the form attached hereto as Exhibit A (the "PGIO Contribution

Agreement").

On the Closing Date, IMA will execute a guarantee (the "Guarantee"),

pursuant to which IMA guarantees all of IMS' obligations under this Agreement

and the Contribution Agreement.

Concurrently with the execution of this Agreement, IMS is entering

into a Contribution Agreement (the "Contribution Agreement") with PGIO and the

Company pursuant to which IMS will contribute to the Company certain assets of

the CD Business on terms and conditions set forth in the Contribution Agreement

(the "Contributed CD Business"). Such contribution will be consummated

concurrently with the Closing hereunder.

As a consideration for the contribution of the Contributed CD Business

by IMS to the Company, IMS will receive one quota (one Share representing, as of

the Closing, 50% of the Company's outstanding Shares). As a consideration for

the contribution by PGIO of the Purchased CD Business to the Company, PGIO will

receive one quota (one Share representing, as of the Closing, 50% of the

Company's outstanding Shares).

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On the Closing Date, the Company and IMA and certain of its

Subsidiaries will enter into a mutually agreeable finished product purchase

agreement (the "Finished Product Purchase Agreement"), pursuant to which IMA

and/or such Subsidiaries will manufacture and sell to the Company the products

described therein.

On the Closing Date, the Company and certain Affiliates of PGIO will

enter into distribution and commissionaire arrangements pursuant to which such

Affiliates of PGIO will distribute and act as sales agents for products of the

Company (collectively, the "Distribution Arrangements").

Capitalized terms shall have the meanings assigned to them in Section

9.2 or as otherwise provided in this Agreement.

In consideration of the foregoing and the respective representations,

warranties, covenants and agreements set forth herein, the parties hereto agree

as follows:

ARTICLE 1

PURCHASE AND SALE

Section 1.1 Purchase and Sale. Subject to the terms and conditions of

this Agreement, PGIO agrees to purchase the Purchased Assets from IMS, and IMS

agrees to sell the Purchased Assets to PGIO, at the Closing.

Section 1.2 Purchased Assets. Except for the Excluded Assets as

provided in Section 1.3 and without duplication of the Contributed CD Business,

at the Closing and with effect as of the Closing Date, IMS shall assign,

transfer, convey and deliver to PGIO, free and clear of all Liens except

Permitted Liens (the "Sale"), and PGIO shall acquire from IMS, all of the right,

title and interest of IMS in and to any and all of the assets, properties,

rights and business of the Purchased CD Business of every kind, nature, type and

description, real, personal and mixed, tangible and intangible, whether known or

unknown, fixed or unfixed, or otherwise, whether or not specifically referred to

in this Agreement and whether or not reflected on the books and records of IMS

(collectively, the "Purchased Assets"), including the following:

(i) all accounts receivable, and notes receivable (if any), of any

nature arising from the Purchased CD Business existing on the Closing Date

(the "Accounts Receivable");

(ii) all supplies and finished goods, including goods in transit, as

sold, used or held for use as part of the Purchased CD Business (the

"Purchased Inventory");

(iii) all tangible assets, furniture, fixtures and property, if any,

used by the Transferred Employees upon the hiring of such Transferred

Employees;

(iv) the Business Contracts (other than Excluded Contracts);

(v) all licenses, registrations, notifications, franchises,

qualifications, provider numbers, permits, approvals, clearances and

authorizations issued by any Governmental Entity that relate to the

Purchased CD Business or the Purchased Assets (the

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"Governmental Licenses"), in each case to the extent transferable or

assignable and subject to IMA retaining such of the foregoing as are

necessary for IMA and/or certain of its Subsidiaries to fulfill their

respective obligations under the Finished Product Purchase Agreement;

provided that such licenses, registrations, notifications, franchises,

qualifications, provider numbers, permits, approvals, clearances and

authorizations as then in existence shall be transferred to PGIO (which

shall simultaneously contribute them to the Company) following termination

or expiration of the Finished Product Purchase Agreement, in each case to

the extent transferable or assignable;

(vi) all lists, documents, records, written information, computer

files and other computer readable media concerning present customers, and

to the extent reasonably available, past and potential customers, of goods

or services arising from or used in the Purchased CD Business;

(vii) all lists, documents, records, written information, computer

files and other computer readable media concerning present suppliers and

vendors of goods or services, and to the extent reasonably available, past

and potential suppliers and vendors, arising from or used in the Purchased

CD Business, excluding any such lists, records, written information,

computer files and other media concerning suppliers and vendors whose goods

and services will be used by IMA and its Subsidiaries in the performance of

their obligations under the Finished Product Purchase Agreement; provided

that such lists, records, written information, computer files and other

media as then in existence shall be conveyed and delivered to PGIO (which

shall simultaneously contribute them to the Company) following termination

or expiration of the Finished Product Purchase Agreement;

(viii) all product records, product data, correspondence with and to

customers of the CD Business, production records, contract files,

technical, accounting, and procedural manuals, studies, reports or

summaries relating to the general condition of the Purchased Assets, and

any confidential information which has been reduced to writing or

electronic form, to the extent that any of the foregoing relate to or arose

from the Purchased CD Business;

(ix) all rights under express or implied warranties from the suppliers

and vendors relating to or arising out of the operation of the Purchased CD

Business, except for such rights arising out of or relating to the

manufacturing of any product of the CD Business;

(x) to the extent related to an Assumed Liability, all claims,

warranties, guarantees, refunds, causes of action, rights of recovery,

rights of set-off and rights of recoupment of any kind and nature;

(xi) all currently outstanding unfilled purchase orders and proposals

received for the purchase of inventory of the Purchased CD Business;

(xii) all (A) Intellectual Property owned by IMS or any of its

Affiliates that are exclusively used in the CD Business, including those

Trademarks of which IMS is the

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registered owner as set forth on Section 3.12(a) of the Disclosure

Schedule, and (B) Trademarks (other than House Marks) owned by IMS or IMA

or any of their respective Subsidiaries that are not presently exclusively

used by the CD Business or any other business of IMS or such Affiliate but

that were exclusively used by the CD Business in the past, in each case

including the Business Registered Intellectual Property (the "Business

Purchased Intellectual Property");

(xiii) to the extent assignable, all rights under any non-disclosure

agreements, non-solicitation agreements and non-competition agreements

entered into with any parties, to the extent that any of the foregoing

relates to or arose from the Purchased CD Business;

(xiv) all prepaid expenses and other deposits related to the Purchased

CD Business;

(xv) all rights and claims, including refunds, to the extent that such

rights and claims relate to or arose from the Purchased CD Business;

(xvi) all insurance policies (to the extent separable and assignable)

with respect to the CD Business, and rights, benefits, claims and proceeds

thereunder arising from or relating to the Assumed Liabilities;

(xvii) all other tangible assets or movable property used in

connection with the Purchased CD Business, if any; and

(xviii) all goodwill relating to the foregoing.

Section 1.3 Excluded Assets. Notwithstanding the provisions of Section

1.2, the parties hereto acknowledge and agree that the following are not

included among either the Purchased Assets or the Contributed Assets (as defined

in the Contribution Agreement) and are excluded from the Sale (collectively, the

"Excluded Assets"):

(i) the assets, properties, Contracts and rights of IMS and its

Affiliates in the Excluded Fields (which shall include, for the avoidance

of doubt, the tangible assets and real property located at Stirling,

Scotland) and the Intellectual Property of IMS and its Affiliates in the

Excluded Fields;

(ii) (A) Intellectual Property owned by third parties and licensed to

IMS or one of its Affiliates for use in the CD Business and which are

listed in Section 1.3(ii) of the Disclosure Schedule, (B) Intellectual

Property, other than Trademarks, not used exclusively in the CD Business,

and (C) Trademarks that have never been at any time exclusively used in the

CD Business (other than Trademarks that have been held for use in the CD

Business but have never been used by any business);

(iii) the assets, properties, Contracts and rights of IMS and its

Affiliates (including vendor and supplier contracts, information, files and

data) used in the manufacturing of the products of the CD Business,

including all tangible assets, properties, and contracts of IMS' or its

Affiliates' manufacturing facilities located in

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Bedford, England, Hangzhou, People's Republic of China ("PRC") and

Shanghai, PRC, excluding any product specifications, product registrations

or similar assets, used in the conduct of the CD Business;

(iv) the assets, properties, Contracts and rights arising from or used

in IMA and their Subsidiaries' professional diagnostics and nutritional

supplement businesses (collectively, the "Excluded Businesses");

(v) the Contracts arising from the CD Business set forth on Section

1.3(v) of the Disclosure Schedule (the "Excluded Contracts");

(vi) the Trademarks or trade names "Inverness", and any variants

thereof that include "Inverness", internet domain names that include

"Inverness", and the Inverness "little man" logo (collectively, the "House

Marks");

(vii) real property, buildings, structures and improvements thereon,

whether owned or leased by IMS or its Affiliates, and all fixtures and

fittings attached thereto, including all manufacturing, distribution and

administration facilities of IMS and its Affiliates;

(viii) rights to refunds of Taxes paid by or on behalf of IMS or any

of its Affiliates (other than those paid by the Company), except for the

rights to refunds of Taxes that constitute Assumed Liabilities or refunds

accrued on the Closing Date Balance Sheet;

(ix) except as provided in Section 1.2(xvi), insurance policies and

rights and benefits and claims thereunder;

(x) tangible assets, properties, Contracts and Intellectual Property

of IMA or its Subsidiaries (including animals and cell lines) used in the

manufacturing, production and storage of reagents and other biological

materials used in the CD Business;

(xi) all inventory (including raw materials and work-in-process of IMA

and IMS), wherever located, other than the Purchased Inventory;

(xii) the services of any employees of IMA or its Subsidiaries (except

for Transferred Employees upon hiring of such Transferred Employee by the

Company or a Subsidiary of the Company) or assets of any employee benefit

plan, arrangement, or program maintained or contributed to by IMA or any of

its Subsidiaries with respect to any employees other than Transferred

Employees (upon the hiring of such Transferred Employee by the Company or a

Subsidiary of the Company); and

(xiii) any other assets, tangible or intangible, wherever situated,

not included in the Purchased Assets, including those used in the Excluded

Businesses;

provided that IMS and its Affiliates, upon reasonable request and to the extent

IMS and its Affiliates has the right to so provide, will provide the Company

reasonable access during normal business hours to the Excluded Assets that,

prior to the Closing Date, were used in the CD

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Business and are not being transferred pursuant to this Agreement or the

Contribution Agreement, for the Company's use to facilitate its manufacturing

and research and development activities; provided, further, that with respect to

access to the Bedford, England, Hangzhou, PRC or Shanghai, PRC manufacturing

facilities, the terms of the Finished Products Purchase Agreement shall control

and this provision shall not expand the rights set forth therein.

Section 1.4 Assumption of Liabilities. At the Closing, PGIO shall

assume, and shall agree to pay, perform and discharge according to their

respective terms (if any), the following (and only the following) liabilities

and obligations of IMS and its Affiliates arising primarily from or related

primarily to the Purchased CD Business, and no other liabilities or obligations

of IMS or its Affiliates (liabilities to be assumed by PGIO pursuant to this

Section 1.4 being collectively referred to as the "Assumed Liabilities"):

(i) all obligations of IMS or its Affiliates under the Business

Contracts (other than Excluded Contracts) that are part of the Purchased CD

Business that, by the terms of such Business Contracts, arise after the

Closing Date, relate to periods following the Closing Date and are to be

observed, paid, discharged, or performed, as the case may be, in each case

at any time after the Closing Date;

(ii) all unpaid liabilities and obligations, including trade accounts

payable, of the Purchased CD Business (but excluding all payables to IMS or

any of its Affiliates), incurred in the Ordinary Course of Business and

other similar current liabilities of the Purchased CD Business as may be

included in the calculation of Working Capital under Section 1.7 hereof

(collectively, the "Assumed Accounts Payable");

(iii) any product warranty, product liability or product returns,

rebates, coupons, allowances or other discounting and promotional

commitments arising from any product line produced or sold by the Purchased

CD Business that has not been discontinued prior to the date hereof;

(iv) any product warranty, product liability or product returns,

rebates, coupons, allowances or other discounting and promotional

commitments arising from any product line that has been discontinued prior

to the date hereof by the Purchased CD Business, only to the extent of any

contingency reserve related thereto on the Closing Date Balance Sheet;

(v) any liability, obligation or expense of any kind or nature

relating to Taxes (other than corporate Taxes based upon the income of such

entity), including sales and value added taxes, owed by IMS or any of its

Affiliates (including any contractual liability with respect to Taxes of

another Person) arising from the conduct of the Purchased CD Business, to

the extent as included in the calculation of Working Capital under Section

1.7; provided that Transfer Taxes and Apportioned Obligations shall be paid

in the manner set forth in Sections 5.2 and 5.3 hereof;

(vi) except as set forth in Section 1.4(vi) of the Disclosure Schedule

and with respect to any matter involving Taxes, any liability, obligation,

cost or expense of IMS or any of its Affiliates arising out of or relating

to any investigation, claim, action, suit,

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complaint, dispute, audit, demand, litigation or judicial, administrative

or arbitration proceeding (collectively, "Legal Proceeding") as and to the

extent it arose or arises from the Purchased CD Business to which IMS or

any of its Subsidiaries is or was a party whether it relates to any time

prior to, at or after the Closing (regardless of whether the Legal

Proceeding is commenced before or after the Closing), and any contingency

reserve related thereto;

(vii) upon hiring of a Transferred Employee by the Company or a

Subsidiary of the Company, any liability or obligation with respect to such

Transferred Employee including all liabilities for accrued vacation pay,

excluding any pension or similar liabilities;

(viii) any liability, obligation or expense arising from the Business

Purchased Intellectual Property after the Closing Date; and

(ix) any liability or obligation arising from the conduct of the

Purchased CD Business after the Closing Date.

Section 1.5 Liabilities Not Assumed by PGIO. Notwithstanding anything

to the contrary in this Agreement, PGIO shall not assume, or in any way be

liable or responsible for any, and IMS and its Affiliates shall pay, perform and

discharge all, obligations and liabilities of them, direct or indirect, known or

unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated,

secured or unsecured, accrued, absolute, contingent or otherwise, except for the

Assumed Liabilities (collectively, the "Excluded Liabilities") and IMS shall

hold PGIO harmless with respect to the Excluded Liabilities. For the avoidance

of doubt, the term Assumed Liabilities does not include any of the Excluded

Liabilities and the term Excluded Liabilities includes all liabilities and

obligations of IMS or any of its Affiliates (including without limitation

liabilities and obligations imposed by operation of law) other than the Assumed

Liabilities. Without limiting the generality of the foregoing, Excluded

Liabilities shall include the following obligations and liabilities:

(i) any liability or obligation of IMS or any of its Affiliates

arising from or relating to the Excluded Businesses, or the business, if

any, of such entities in the Excluded Fields;

(ii) any liability or obligation of IMS or any of its Affiliates

arising out of or in connection with the negotiation and preparation of

this Agreement or any of the other Transaction Agreements or the

consummation and performance of the transactions contemplated hereby and

thereby, including any liability for Taxes so arising;

(iii) any liability or obligation (other than Assumed Liabilities)

arising under, relating to or resulting from any asset of IMS or its

Affiliates other than the Contributed Assets and the Purchased Assets;

(iv) any liability or obligation of IMS of any of its Affiliates

arising (i) from their failure to perform, or negligent performance of,

their obligations under, or (ii) out of or relating to any breach or claim

of breach of a representation, warranty, covenant or agreement of IMS or

any of its Affiliates contained in, any of the Business Contracts;

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(v) except as provided in Section 1.4(v), any liability, obligation or

expense of any kind or nature relating to Taxes owed by IMS or any of its

Affiliates (including any contractual liability with respect to Taxes of

another Person); provided that Transfer Taxes and Apportioned Obligations

shall be paid in the manner set forth in Sections 5.2 and 5.3 hereof;

(vi) any liability or obligation to any of the directors, officers or

Affiliates of IMS;

(vii) except for Legal Proceedings assumed pursuant to Section

1.4(vi), any liability, obligation, cost or expense of IMS or any of its

Affiliates arising out of or relating to any Legal Proceeding to which IMS

or any of its Affiliates is or was a party and that relates to any time at

or prior to the Closing (regardless of whether the Legal Proceeding is

commenced before or after the Closing), and any contingency reserve related

thereto;

(viii) any liability or obligation of IMS or its Affiliates with

respect to any Indebtedness or Contingent Obligations (including any

accrued interest, fees and any penalties thereon);

(ix) any liability or obligation of IMS or its Affiliates to or with

respect to employees, former employees, consultants and former consultants

and Benefit Plans and other employee and employment-related liabilities,

including any liability for severance, incentive, bonus or other

compensation, health, welfare and other benefit plans of IMS or IMA or

their Subsidiaries whether arising prior to or after the Closing;

(x) any accounts payable other than the Assumed Accounts Payable;

(xi) any product warranty, product liability or product returns,

rebates, coupons, allowances or other discounting and promotional

commitments with respect to any product line of the CD Business that was

discontinued prior to the Closing Date, as and to the extent in excess of

any contingency reserve therefor on the Closing Date Balance Sheet;

(xii) any liability or obligation of IMS or its Affiliates arising out

of or relating to the failure of IMS or its Affiliates to obtain any

Governmental Licenses material to or necessary for the conduct of the CD

Business;

(xiii) any liability or obligation of IMS or its Affiliates arising

out of or relating to IMA Facilities under applicable Environmental Laws;

(xiv) any liability or obligation of IMS or its Affiliates to fund or

finance any pension or similar liabilities; and

(xv) all liabilities and obligations of IMS or its Affiliates under

this Agreement and the other Transaction Agreements.

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Section 1.6 Purchase Price; Allocation of Purchase Price. (a) In

consideration of the Sale of the Purchased Assets, together with any Working

Capital adjustment payment pursuant to Section 1.7, on the Closing Date, IMS

shall receive $325,000,000 in cash (reduced by the amount to be paid in the

transaction described in Section 6.1(vii) and by the purchase price paid or

contributed by PGIO pursuant to Section 4.18).

(b) As soon as practicable after the Closing, PGIO shall deliver to

IMS a allocation statement, allocating such purchase price (plus Assumed

Liabilities to the extent properly taken into account under Section 1060 of the

Code) among the Purchased Assets in accordance with Section 1060 of the Code. If

within 10 days after the delivery of such allocation statement, IMS notifies

PGIO in writing that IMS objects to the allocation set forth in such allocation

statement, PGIO and IMS shall use commercially reasonably efforts to resolve

such dispute within 20 days. In the event that PGIO and IMS are unable to

resolve such dispute within 20 days, PGIO and IMS shall jointly retain a

nationally recognized accounting firm to resolve the disputed items. Upon

resolution of the disputed items, the allocation reflected on such allocation

statement shall be adjusted to reflect such resolution.

Section 1.7 Post-Closing Working Capital Adjustment.

(a) To the extent the Working Capital of the Company as of the

Closing, upon completion of the transactions contemplated by this Agreement and

the Contribution Agreement and including all assets and liabilities of the

Contributed CD Business and the Purchased CD Business is more than $22,300,000

(the "Working Capital Target"), PGIO shall make an additional cash payment to

IMS of 50% of the amount of such excess within five Business Days after the

Determination Date. "Working Capital" means those receivables and other current

assets (other than cash), including Purchased Inventory, that are Purchased

Assets and Contributed Assets less the accounts payable, accrued expenses and

other current liabilities that are Assumed Liabilities under this Agreement and

the Contribution Agreement.

(b) As promptly as practicable, but in no event later than 60 days

after the Closing Date, the Company shall cause to be prepared and furnished to

PGIO and IMS a balance sheet, certified by the Company's Chief Financial

Officer, for the Company as of the Closing Date (the "Closing Date Balance

Sheet"), including a computation of Working Capital as of such date and a

calculation of the additional cash contribution, if any, or cash payment, if

any, as the case may be, required pursuant to this Section 1.7 or under the

equivalent provision in the Contribution Agreement. The Closing Date Balance

Sheet shall be prepared in accordance with GAAP applied on a basis consistent

with the preparation of the Most Recent Balance Sheet.

(c) Each of IMS and its independent accountants and PGIO and its

independent accountants shall have the right for a period of 60 days after the

receipt of the Closing Date Balance Sheet to review the Closing Date Balance

Sheet and the working papers relating thereto and to present in writing to the

Company any objections in reasonable detail. The Company shall provide

reasonable access to the records, files and other information reasonably

requested by IMS and/or its independent accountants or by PGIO and/or its

independent accountants, including those used to prepare the Closing Date

Balance Sheet, as well as access to such personnel of the Company (and PGIO to

the extent such personnel were involved in the process described above) as IMS

and/or its independent accountants or PGIO

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and/or its independent accountants may reasonably request. The Closing Date

Balance Sheet shall be deemed to be acceptable to IMS and PGIO, and shall become

final and binding on all parties, except to the extent that within such 60 day

period IMS or PGIO shall have made a written objection thereto, which objection

shall specify in reasonable detail the grounds for such objection. PGIO and IMS

shall attempt in good faith to resolve any dispute concerning the item or items

subject to an objection raised in accordance with this Section 1.7(c). If PGIO

and IMS are unable to resolve any such dispute within 30 days (or such longer

period as they shall mutually agree in writing), such dispute shall be resolved

by an independent accounting firm of national recognition mutually selected by

PGIO and IMS acting as arbitrator. Such determination shall be final and binding

on the parties, and judgment may be entered thereon in any court having

jurisdiction over the party against which such determination is to be enforced.

The date on which the Closing Date Balance Sheet, together with the Working

Capital computation therein, is deemed final and binding is referred to as the

"Determination Date". Only items specified in the written objection shall be

subject to adjustment by the independent accounting firm. The fees and expenses

of the independent accounting firm shall be borne by PGIO and IMS in proportions

inverse to the extent to which they prevail in the dispute, with such

allocations to be finally determined by the accounting firm.

ARTICLE 2

CLOSING

Section 2.1 Closing. The closing of the transactions contemplated by

this Agreement (the "Closing") shall be held at the offices of Covington &

Burling LLP, 1330 Avenue of the Americas, New York, New York, at 10:00 a.m. on

the date as soon as practicable, and in any event not later than two Business

Days, following satisfaction of all conditions and taking of all other actions

(other than those that by their terms are to be satisfied or taken at the

Closing) set forth in Article 6 (or, to the extent permitted by Law, waived by

the parties hereto entitled to the benefits thereof), or on such other date, and

at such other time or place, as PGIO and IMA may mutually agree in writing. The

date on which the Closing occurs is referred to in this Agreement as the

"Closing Date".

Section 2.2 Closing Deliveries. (a) At the Closing, PGIO shall deliver

or cause to be delivered to IMS:

(i) cash in an amount equal to $325,000,000 (reduced by the amount to

be paid in the transaction described in Section 6.1(vii)); and

(ii) an assignment and assumption agreement reasonably satisfactory to

PGIO and IMS under which PGIO assumes the Assumed Liabilities, executed by

PGIO.

(b) At the Closing, IMS shall deliver or cause to be delivered to

PGIO:

(i) the assignment and assumption agreement delivered pursuant to

Section 2.2(a)(ii), executed by IMS;

(ii) an instrument of sale or contribution in a form reasonably

satisfactory to PGIO transferring to PGIO all of IMS and its Affiliates'

right, title and interest in and to the Purchased Assets; and

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(iii) such other bills of sale, endorsements, assignments and other

instruments of transfer, conveyance and assignment (in a form reasonably

satisfactory to PGIO) as shall be required by law or necessary in the

reasonable judgment of PGIO to transfer, convey and assign the Purchased

Assets to PGIO.

(c) At the Closing, PGIO shall deliver or cause to be delivered to the

Company:

(i) the PGIO Contribution Agreement, executed by PGIO; and

(ii) an assignment and assumption agreement and such other bills of

sale, endorsements, assignments and other instruments of transfer,

conveyance and assignment, in each case in substantially the same form as

those delivered pursuant to Section 2.2(b) but substituting (x) the Company

for PGIO and (y) PGIO for IMS and with such other conforming changes as

PGIO and IMS shall mutually agree, executed by PGIO.

(d) At the Closing, the Company shall deliver or cause to be delivered

to PGIO:

(i) the PGIO Contribution Agreement, executed by the Company; and

(ii) the assignment and assumption agreement delivered pursuant to

Section 2.2(c)(ii), executed by the Company.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF IMS

IMS represents and warrants to the Company and PGIO as follows, as of

the date of this Agreement and as of the Closing:

Section 3.1 Organization and Existence. Each of IMS and the Company is

duly organized and validly existing under the Laws of Switzerland, has all

requisite power and authority to carry on the CD Business as now being conducted

and is duly qualified or licensed to do business and in good standing in each

jurisdiction in which the nature of the CD Business or the ownership, leasing or

operation of its properties makes such qualification or licensing necessary,

except for those jurisdictions where the failure to be so qualified or licensed

would not have a Material Adverse Effect. Other than wholly-owned Subsidiaries,

IMA has no Subsidiaries or Affiliates that conduct the CD Business or own

Contributed Assets other than Inverness Medical (Shanghai), Co., Ltd.

Section 3.2 Power and Authority; Binding Agreement. Each of IMS and

the Company has all requisite power and authority to execute and deliver this

Agreement, to consummate the transactions contemplated hereby and to perform its

respective obligations hereunder, and has, or on the Closing Date will have, the

requisite power and authority to enter into the Transaction Agreements and to

perform its respective obligations thereunder. This Agreement is a valid and

binding obligation of each of IMS and the Company, enforceable against each of

them in accordance with its terms, except as the same may be limited by

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bankruptcy, insolvency, reorganization, moratorium or other laws affecting the

rights of creditors generally and subject to the rules of law governing (and all

limitations on) specific performance, injunctive relief and other equitable

remedies (the "General Limitations"). When executed, each other Transaction

Agreement will be the valid and binding obligation of each of IMS and the

Company enforceable against each of them in accordance with its terms, except as

the same may be limited by the General Limitations. Except as set forth in

Section 3.2 of the Disclosure Schedule, no other act, approval or proceedings on

the part of IMS or the Company is, or will be, required to authorize the

execution and delivery of this Agreement and the other Transaction Agreements or

the consummation of the transactions contemplated hereby and thereby.

Section 3.3 Noncontravention. (a) Except as set forth in Section

3.3(a) of the Disclosure Schedule, the execution and delivery by IMS or the

Company of this Agreement and the other Transaction Agreements to which either

of them is a party, and the consummation of the transactions contemplated hereby

and thereby and the compliance by either of them with the provisions hereof and

thereof do not and will not result in the creation of any lien, pledge, claim,

charge, mortgage, encumbrance or other security interest of any kind, whether

arising by Contract or by operation of Law (a "Lien"), in or upon any of the

properties or assets of IMS or its Affiliates that are material to the conduct

of the CD Business. Except as set forth in Section 3.3(a) of the Disclosure

Schedule, the execution and delivery by IMS or the Company of this Agreement and

the other Transaction Agreements to which either of them is a party, and the

consummation of the transactions contemplated hereby and thereby and the

compliance by either of them with the provisions hereof and thereof do not and

will not (i) conflict with or result in any violation or default (with or

without notice or lapse of time or both) under, (ii) give rise to a right of, or

result in, termination or cancellation of, or acceleration of any obligation

under, (iii) result in a loss of a material benefit under, or (iv) give rise to

any increased, additional, accelerated or guaranteed rights or entitlements

under, any provision of (A) the Constitutive Documents of IMS or the Company,

(B) any material Business Contract to which IMS or any of its Affiliate or the

Company is a party or is bound by, or any Purchased Assets are bound by or

subject, or under which IMS or any of its Affiliates or the Company has material

rights or benefits or (C) subject to the governmental filings and other matters

referred to in Section 3.3(b), any constitution, act, statute, law (including

common law), ordinance, treaty, rule or regulation of any Governmental Entity (a

"Law") or any judgment, order or decree (a "Judgment"), in each case applicable

to IMS or any of its Affiliates or the Contributed Assets or the Purchased

Assets, or the Company.

(b) No consent, approval, license, permit, order or authorization of,

registration, declaration or filing with, or notice to, any Governmental Entity

is required by or with respect to IMS or the Company in connection with the

execution and delivery of this Agreement, the other Transaction Agreements the

consummation of the transactions contemplated hereby or thereby or the

compliance by IMS or the Company with the provisions hereof and thereof, except

(i) for filings required under, and compliance with other applicable

requirements of, the Hart Scott Rodino Antitrust Improvements Act of 1976 (the

"HSR Act"), and any similar competition filing with any Governmental Entity, if

applicable to this Agreement, the other Transaction Agreements and the

transactions contemplated hereby and thereby; (ii) the filing with the SEC of

such reports under the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), as may be required in connection with this Agreement and the

other Transaction Agreements and the transactions contemplated hereby and

thereby; (iii) filings

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with, and notices and submissions to, the United States Food and Drug

Administration (the "FDA"); (iv) such filings as may be required to transfer the

ownership of Intellectual Property rights and (v) such other consents,

approvals, orders, authorizations, registrations, declarations, filings and

notices, the failure of which to be obtained or made individually or in the

aggregate would not impair in any material respect the ability of IMS or the

Company to perform its obligations under this Agreement or prevent or materially

impede or delay the consummation of the transactions contemplated hereby.

Section 3.4 Compliance with Laws. Except as set forth in Section 3.4

of the Disclosure Schedule, IMS and its Affiliates are in compliance in all

material respects with all applicable Laws and Judgments. Except as set forth in

Section 3.4 of the Disclosure Schedule, since January 1, 2004 neither IMS nor

any of its Affiliates has received a written notice from a Governmental Entity

alleging a possible violation by it of any applicable Law or Judgment applicable

to the CD Business. Notwithstanding the foregoing, this Section 3.4 shall not

constitute a representation or warranty as to intellectual property, tax,

employee benefit plan, environmental or the specific regulatory matters covered

in Sections 3.21, 3.22 and 3.23 which are limited to those representations and

warranties set forth in Sections 3.12, 3.14, 3.16, 3.17, 3.18, 3.21, 3.22 and

3.23, respectively.

Section 3.5 Governmental Licenses. IMS and its Affiliates validly hold

and have in full force and effect all Governmental Licenses that are material to

the conduct of the CD Business, and neither IMS nor any of its Affiliates is in

violation (other than an immaterial violation) of, or default (with or without

notice or lapse of time or both) (other than an immaterial default) under, or

event giving to any other Person any right of termination, amendment or

cancellation of, any Governmental License material to the conduct of the CD

Business. Each of IMS and its Affiliates is in compliance in all material

respects with the terms and conditions of all Governmental Licenses issued to or

held by it that are material to the CD Business, and such Governmental Licenses

will not be subject to suspension, modification, revocation or nonrenewal as a

result of the execution and delivery of this Agreement or the other Transaction

Agreements or the consummation of the transactions contemplated hereby and

thereby. No proceeding is pending or, to the Knowledge of IMS or IMA, threatened

seeking the revocation or limitation of any Governmental License that is

material to the conduct of the CD Business. Section 3.5 of the Disclosure

Schedule lists each Governmental License held by IMS or its Subsidiaries that is

material to the conduct of the CD Business, except for any licenses related to,

or necessary for, the manufacture or storage of the products of the CD Business.

Except as set forth therein, all of the Governmental Licenses listed in Section

3.5 of the Disclosure Schedule are held in the name of IMS or its Affiliates,

and none are held in the name of any current or former director, officer,

employee, independent contractor or consultant of IMS or its Affiliates or

agents or otherwise on behalf of IMS or its Affiliates. Except for those

Governmental Licenses retained pursuant to Section 1.2(v) hereof in order to

perform the obligations under the Finished Products Purchase Agreement or as set

forth in Section 3.5 of the Disclosure Schedule, all Governmental Licenses that

are material to the conduct of the CD Business are transferable to the Company.

Notwithstanding the foregoing, this Section 3.5 shall not constitute a

representation or warranty as to the specific regulatory matters covered in

Sections 3.21 and 3.23.

Section 3.6 Financial Statements. (a) Section 3.6(a) of the Disclosure

Schedule refers to the audited consolidated balance sheets of IMA as of December

31, 2005 (the

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"IMA Balance Sheet Date"), and December 31, 2004 and audited statements of

income and cash flows of IMA for each of the fiscal years ending on such dates,

together with any notes thereto and accountant's reports thereon (collectively,

the "IMA Audited Financial Statements"), and the unaudited consolidated balance

sheet of IMA (the "IMA Interim Balance Sheet") as of September 30, 2006 and the

unaudited statement of income of IMA for the period ending on such date

(collectively, the "IMA Unaudited Financial Statements" and together with the

IMA Audited Financial Statements, the "IMA Financial Statements"). Except as

disclosed in Section 3.6(a) of the Disclosure Schedule, the IMA Financial

Statements fairly present, in all material respects, the consolidated financial

position and results of operations and cash flows of IMA for the periods and as

of the dates referred to in the IMA Financial Statements, all in accordance with

United States generally accepted accounting principles, consistently applied

("GAAP") (except, in the case of the IMA Unaudited Financial Statements, for the

absence of footnotes and normal year-end adjustments that are not material

individually or in the aggregate). The IMA Financial Statements are consistent

in all material respects with the books and records of IMA, subject, in the case

of the IMA Unaudited Financial Statements, to normal year-end adjustments that

are not material individually or in the aggregate.

(b) Section 3.6(b) of the Disclosure Schedule sets forth the unaudited

pro forma balance sheet (the "Most Recent Balance Sheet") of CD Business as of

September 30, 2006 (the "Most Recent Balance Sheet Date"), and the unaudited pro

forma statements of revenues and direct expenses of the CD Business for the

period then ended (the financial statements collectively, the "CD Financial

Statements"). Except as set forth in Section 3.6(b) of the Disclosure Schedule,

the CD Financial Statements (i) are consistent with the books and records of IMS

and IMA, (ii) have been prepared in accordance with GAAP and (iii) present

fairly the pro forma financial condition, results of operations of the CD

Business as of the respective dates thereof and for the periods referred to

therein, subject to normal year-end adjustments that are not material

individually or in the aggregate.

(c) All Accounts Receivable (net of any reserves) are current and

arose from valid transactions in the ordinary course of business consistent with

past practice (the "Ordinary Course of Business") with unrelated third parties,

except as otherwise identified on the Most Recent Balance Sheet. Except as set

forth in Section 3.6(c) of the Disclosure Schedule, neither IMS nor any of its

Affiliates has received notice or other indication that any of the Accounts

Receivable will not be collectible in full, net of any reserves. Nothing

contained in this representation shall be construed as a guaranty of the

complete collectibility of all Accounts Receivable.

(d) All of the Purchased Inventory whether or not shown on the Most

Recent Balance Sheet, net of any reserves shown thereon, consists of a quality

and quantity usable and salable in the Ordinary Course of Business, except for

obsolete items and items of below-standard quality, all of which shall have been

written off or written down to net realizable value in the CD Financial

Statements or on the Company's accounting records as of the Closing Date, as the

case may be. This representation and warranty shall expire as of the

Determination Date, net of any reserves shown on the books and records of IMS

and IMA.

(e) IMA maintains a system of internal accounting controls sufficient

to provide reasonable assurance that: (i) transactions are executed in

accordance with management's general or specific authorizations; (ii)

transactions are recorded as necessary to

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permit preparation of financial statements in accordance with GAAP and to

maintain asset accountability; (iii) access to assets is permitted only in

accordance with management's general or specific authorization; and (iv) the

recorded accountability for assets is compared with the existing assets at

reasonable intervals and appropriate actions are taken with respect to any

differences.

Section 3.7 Absence of Changes or Events. Since the IMA Balance Sheet

Date, (i) except as set forth in Section 3.7 of the Disclosure Schedule, the CD

Business has been conducted only in the Ordinary Course of Business, (ii) there

has occurred no Material Adverse Effect, and (iii) other than as set forth in

Section 3.7 of the Disclosure Schedule, none of IMA and its Subsidiaries has

taken any actions that, if taken after the date of this Agreement, would

constitute a breach of any of the covenants set forth in Section 4.3(a), (b) and

(c).

Section 3.8 Undisclosed Liabilities. Except with respect to their

respective obligations under this Agreement, the Contribution Agreement and

other Transaction Agreements, neither IMS nor IMA has liabilities or obligations

relating to the CD Business (in each case whether known, absolute, contingent,

accrued or otherwise), except for such liabilities and obligations (a) to the

extent shown on the Most Recent Balance Sheet, (b) incurred in the Ordinary

Course of Business since the Most Recent Balance Sheet Date, (c) under the

Business Contracts, other than liabilities and obligations due to any material

breaches or non-performance thereunder, or (d) listed in Section 3.8 of the

Disclosure Schedule.

Section 3.9 Assets other than Real Property. Except as set forth in

Section 3.9 of the Disclosure Schedule, (i) each of IMS and IMA owns outright

and has good and marketable title to, or has valid leasehold interests in, all

of the tangible Purchased Assets free and clear of all Liens, (ii) other than

the Excluded Assets and together with the assets contributed by IMA to the

Company pursuant to the Contribution Agreement, the Company's rights under the

License Agreements, the Finished Product Purchase Agreement, the Distribution

Agreement and the Transition Services Agreement, the Purchased Assets constitute

all of the assets, properties, permits, rights, agreements and other Contract

rights and interests that are necessary to enable the Company after the Closing

to operate the CD Business in a manner consistent with the manner in which the

CD Business is currently being operated, (iii) the Sale will vest good and

marketable title in and to the tangible Purchased Assets in PGIO free and clear

of all Liens except for Permitted Liens and (iv) the consummation of the

transactions contemplated by the PGIO Contribution Agreement will vest good and

marketable title in and to the tangible Purchased Assets in the Company free and

clear of all Liens except for Permitted Liens. To the Knowledge of IMS or IMA,

the tangible Contributed Assets are in good operating condition and repair and

none of such tangible assets that are material to the conduct of the CD Business

is in need of maintenance or repairs except for ordinary, routine maintenance

and repairs that are not material in nature or cost.

Section 3.10 [Reserved]

Section 3.11 Contracts. (a) Section 3.11(a) of the Disclosure Schedule

sets forth a true, accurate and complete list of each Business Contract

(collectively, "Scheduled Contracts") to which IMA, IMS or any of their

Subsidiaries is a party that (x) is material to the CD Business; (y) provides

for aggregate annual payments, or has a value in excess, of fifty thousand

dollars ($50,000); or (z) falls within one or more of the following categories:

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(i) Contracts under which IMA, IMS or their Subsidiaries own, have

under license, have a right to acquire (by option or otherwise), have a

right to use or exercise (including any covenant not to sue or other

similar right of forbearance), or otherwise Control, or have any other

right or interest in or to any Intellectual Property that is necessary to

the conduct of the CD Business as currently conducted;

(ii) Contracts with any labor union or similar representative covering

any Transferred Employee;

(iii) Contracts under which products of the CD Business are

manufactured or distributed by IMA, IMS or their Subsidiaries, including

any distribution agreements, wholesalers, manufacturing and supply

agreements and Contracts with managed care organizations or Governmental

Entities; and

(iv) Contracts limiting or restraining IMA, IMS or their Subsidiaries

in any material respect from engaging or competing in any business of the

CD Business with any Person or from purchasing any products, services or

inventory from any third parties.

Notwithstanding the foregoing, neither IMA nor IMS shall be required to set

forth on the aforementioned Section 3.11(a) of the Disclosure Schedule any

Contract relating to IMA's and certain of its Subsidiaries' manufacturing of

products of the CD Business, including Contracts to purchase raw materials,

components or supplies, Contracts to supply or procure reagents or other

biological components and Contracts with subcontractors, suppliers or service

providers used in the conduct of such manufacturing activity.

(b) Except as indicated in Section 3.11(b) of the Disclosure Schedule,

IMA has delivered or made available to PGIO complete and correct copies of all

written Scheduled Contracts, including all amendments, modifications and

material waivers relating thereto.

(c) Each Scheduled Contract is in full force and effect in accordance

with the terms thereof and constitutes a legal, valid and binding agreement of

IMA, IMS or their Subsidiaries, as applicable, and is enforceable in accordance

with its terms by IMA, IMS or their Subsidiaries, as applicable, against each

counterparty thereto, except as the same may be limited by General Limitations.

IMA, IMS and its Subsidiaries, as applicable, have performed in all material

respects all of their obligations, and are not in default under, any Business

Contract. To IMS's or IMA's Knowledge, no other party to any Business Contract

is in material breach of or default under such Business Contract.

(d) Except as set forth in Section 3.11(d) of the Disclosure Schedule,

neither IMA nor IMS has any Knowledge that any party to any Scheduled Contract

(i) intends to either terminate or not renew such Scheduled Contract, or (ii)

has or intends to submit to IMA, IMS or their Subsidiaries any claim of material

breach by any such party with respect to the performance of its obligations

under any such Scheduled Contract.

(e) Section 3.11(e) of the Disclosure Schedule sets forth a true,

accurate and complete list of the Scheduled Contracts for which third party

consents are required to assign such Business Contracts to the Company. Subject

to the receipt of the third party consents listed on Section 3.11(e) of the

Disclosure Schedule and Closing, the Company will succeed to all

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rights, title and interests of IMA, IMS or their respective Subsidiaries under

each such Contract without the necessity to obtain the consent of any other

Person(s) to the assignment of such Contract.

(f) None of the Business Contracts have been entered into by IMA, IMS

or any of their respective Subsidiaries other than in its or their Ordinary

Course of Business (other than agreements in settlement of Legal Proceedings

listed on Section 3.13 of the Disclosure Schedule) and other than on an arm's

length basis.

(g) Except as set forth in Section 3.11(g) of the Disclosure Schedule,

the Scheduled Contracts do not contain any provision that provides for automatic

termination upon the occurrence of the transactions contemplated hereby or for

the right of any party to any such Contract to terminate, accelerate or receive

any payment or other more favorable terms and conditions upon occurrence of the

transactions contemplated hereby.

(h) Except as set forth in Section 3.11(h) of the Disclosure Schedule,

there are no Persons holding a power of attorney on behalf of IMS, IMA or any of

their Subsidiaries that would enable such Persons to sell, lease or otherwise

encumber any Purchased Asset.

Section 3.12 Intellectual Property. (a) Section 3.12(a) of the

Disclosure Schedule sets forth, as of the date hereof, a complete and accurate

list of all Business Registered Intellectual Property. "Business Intellectual

Property" means (i) Business Contributed Intellectual Property (as defined in

the Contribution Agreement), (ii) Business Purchased Intellectual Property and

(iii) all other Intellectual Property constituting Inverness Licensed IP and

Inverness Licensed Trademarks (as defined in the License Agreements). Except to

the extent indicated in Section 3.12(a) of the Disclosure Schedule, all Business

Intellectual Property is either (x) owned by, or subject to an obligation of

sole and exclusive assignment to, IMS or IMA or one of their respective

Subsidiaries free and clear of all Liens or other exceptions to title that

affect such Business Intellectual Property or restrict the use by IMS or IMA or

any of their respective Subsidiaries of the Business Intellectual Property in

any way or require IMS or IMA or any of their respective Subsidiaries to make

any payment or give anything of value as a condition to its use in any way of

such Business Intellectual Property (collectively, "IP Liens"), except in each

case for Permitted IP Liens or (y) Controlled but not owned by IMS or IMA or one

of their respective Subsidiaries pursuant to a license from, or a similar

agreement with, a third party free and clear, to the Knowledge of IMS and IMA,

of all IP Liens except for Permitted IP Liens. To the Knowledge of IMS or IMA,

with respect to all Business Intellectual Property owned by IMS or IMA or one of

their respective Subsidiaries that are United States patents or applications

subject to a terminal disclaimer against another patent or application, each

such patent or application has been and remains commonly owned with the patent

or application it is terminally disclaimed against since the terminal disclaimer

was filed with the United States Patent Office. Except to the extent indicated

in Section 3.12(a) of the Disclosure Schedule, IMS or IMA or one of their

respective Subsidiaries is (A) the sole owner of all Business Contributed

Intellectual Property and all Business Purchased Intellectual Property and (B)

the sole owner or sole and exclusive licensee (as the case may be) of all

Inverness Licensed IP and Inverness Licensed Trademarks. There are no actions

pending or, to the Knowledge of IMS or IMA, threatened with regard to the

ownership or Control by IMS or IMA or one of their respective Subsidiaries of

any Business Intellectual Property. Except as specified in Section 3.12(a) of

the

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<PAGE>

Disclosure Schedule, each of IMS and IMA has the legal power to convey or

license (as applicable) to the Company all of its or their respective

Subsidiaries' right, title and interest that is being conveyed or licensed in

and to the Business Intellectual Property. No Business Intellectual Property

will terminate or cease to be valid Intellectual Property by reason of the

execution and delivery of this Agreement by IMS and IMA, the performance of IMS

and IMA of their obligations hereunder, or the consummation by IMS and IMA of

the transactions contemplated hereby.

(b) Except as disclosed in Section 3.12(b) of the Disclosure Schedule,

to the Knowledge of IMS or IMA, there is no unauthorized use, infringement,

misappropriation or violation of any of the Business Intellectual Property by

any Person.

(c) Except as disclosed in Section 3.12(c) of the Disclosure Schedule,

there are no pending or, to the Knowledge of IMS or IMA, threatened written

claims that the CD Business has infringed or is infringing any Intellectual

Property of any Person. Except for any third-party Intellectual Property

referred to in Section 3.12(c) of the Disclosure Schedule, to the Knowledge of

IMS or IMA, there are no patents or patent applications of any third party that

claim the same subject matter as a patent or patent application included in the

Business Intellectual Property that could reasonably serve as the basis for an

interference proceeding involving a patent or patent application included in the

Business Intellectual Property.

(d) (i) The patent applications owned by IMS or IMA or one of their

respective Subsidiaries and included in the Business Intellectual Property and,

to the Knowledge of IMS or IMA, the patent applications licensed by any third

party to IMS or IMA or one of their respective Subsidiaries and included in the

Business Intellectual Property, are pending and have not been abandoned, and

have been and continue to be prosecuted. All patents, registered Trademarks and

applications for Trademarks owned by IMS or IMA or one of their respective

Subsidiaries and included in the Business Intellectual Property and, to the

Knowledge of IMS or IMA, all patents, registered Trademarks and applications for

Trademarks licensed by any third party to IMS or IMA or one of their respective

Subsidiaries and included in the Business Intellectual Property, have been duly

registered or filed with or issued by the appropriate Gov