ASSET PURCHASE AGREEMENT

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Exhibit 2.5

Execution Copy

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ASSET PURCHASE AGREEMENT

dated as of May 17, 2007

among

UNIPATH LIMITED,

SPD SWISS PRECISION DIAGNOSTICS GMBH,

SPD DEVELOPMENT COMPANY LIMITED

AND

INVERNESS MEDICAL SWITZERLAND GMBH

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TABLE OF CONTENTS

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

Section 1.1 Purchase and Sale...................................... 1

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

Section 1.3 Excluded Assets........................................ 3

Section 1.4 Assumption of Liabilities.............................. 4

Section 1.5 Liabilities Not Assumed by Buyer....................... 4

Section 1.6 Employees.............................................. 6

Section 1.7 Purchase Price; Allocation of Purchase Price........... 8

ARTICLE 2 CLOSING........................................................ 8

Section 2.1 Closing................................................ 8

Section 2.2 Closing Deliveries..................................... 8

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF UNIPATH...................... 10

Section 3.1 Organization and Existence............................. 10

Section 3.2 Power and Authority; Binding Agreement................. 10

Section 3.3 Noncontravention....................................... 10

Section 3.4 Compliance with Laws................................... 11

Section 3.5 Governmental Licenses.................................. 11

Section 3.7 [Reserved]............................................. 12

Section 3.7 Assets................................................. 12

Section 3.8 Contracts.............................................. 12

Section 3.9 Legal Proceedings...................................... 13

Section 3.10 Tax Matters............................................ 13

Section 3.11 Insurance.............................................. 14

Section 3.12 Employees and Benefit Plans............................ 14

Section 3.13 Other Employee and Labor Matters....................... 16

Section 3.14 Environmental Matters.................................. 16

Section 3.15 Transactions with Affiliates........................... 17

Section 3.16 Certain Business Practices............................. 17

Section 3.17 Regulatory Compliance.................................. 18

Section 3.18 Brokers' Fees.......................................... 18

ARTICLE 4 COVENANTS...................................................... 18

Section 4.1 Filings................................................ 18

Section 4.2 Commercially Reasonable Efforts........................ 19

Section 4.3 Public Announcements................................... 19

Section 4.4 Transfer............................................... 19

Section 4.5 Further Assurances..................................... 19

Section 4.6 Expenses............................................... 20

Section 4.7 Confidentiality........................................ 20

Section 4.8 Compliance with Contractual Obligations................ 21

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ARTICLE 5 TAX MATTERS.................................................... 21

Section 5.1 Cooperation............................................ 21

Section 5.2 Transfer Taxes......................................... 21

Section 5.3 Tax Payments........................................... 21

Section 5.4 Value Added Tax........................................ 22

ARTICLE 6 RESERVED....................................................... 22

ARTICLE 7 INDEMNIFICATION................................................ 22

Section 7.1 Indemnification of Buyer and the Company............... 22

Section 7.2 Indemnification of Unipath............................. 23

Section 7.3 Indemnification Claims................................. 23

Section 7.4 Survival............................................... 25

Section 7.5 Sole and Exclusive Remedy.............................. 25

ARTICLE 8 GENERAL PROVISIONS............................................. 25

Section 8.1 Notices................................................ 25

Section 8.2 Definitions............................................ 27

Section 8.3 Descriptive Headings; Certain Interpretations.......... 32

Section 8.4 Assignment............................................. 33

Section 8.5 Specific Enforcement................................... 33

Section 8.6 Entire Agreement....................................... 33

Section 8.7 No Third-Party Beneficiaries........................... 33

Section 8.8 Counterparts........................................... 33

Section 8.9 Governing Law.......................................... 33

Section 8.10 Arbitration............................................ 34

Section 8.11 Severability........................................... 34

Section 8.12 Nonassignable Contracts................................ 34

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INDEX OF DEFINED TERMS

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--A--

Accounts Receivable....................................................... 3

Affiliate................................................................. 27

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

Assumed Liabilities....................................................... 4

--B--

Benefit Plans............................................................. 14

Business Contract......................................................... 27

Business Day.............................................................. 27

--C--

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

Claim Notice.............................................................. 23

Closing................................................................... 8

Closing Date.............................................................. 8

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

Company Indemnified Party................................................. 22

Confidential Information.................................................. 20

Constitutive Documents.................................................... 27

Contingent Obligation..................................................... 27

Contract.................................................................. 28

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

Control................................................................... 28

Controlled................................................................ 28

--E--

Employee.................................................................. 28

Employment Regulations.................................................... 28

Environmental Law......................................................... 28

Environmental Liability................................................... 28

Environmental Permits..................................................... 28

Excluded Assets........................................................... 3

Excluded Businesses....................................................... 3

Excluded Contracts........................................................ 3

Excluded Fields........................................................... 1

Excluded Liabilities...................................................... 4

--F--

Financial Investor........................................................ 28

--G--

General Limitations....................................................... 10

Governmental Entity....................................................... 29

Governmental Licenses..................................................... 2

--I--

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

IMA Facilities............................................................ 29

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

IMS Indemnity Threshold................................................... 22

Indebtedness.............................................................. 29

Indemnified Party......................................................... 29

Indemnifying Party........................................................ 29

Intellectual Property..................................................... 29

--J--

Judgment.................................................................. 10

--K--

Knowledge................................................................. 30

--L--

Law....................................................................... 10

License Agreement......................................................... 1

Lien...................................................................... 10

Losses.................................................................... 30

--M--

Material Adverse Effect................................................... 30

--N--

Nonassignable Contract.................................................... 34

--P--

Permitted Liens........................................................... 30

Person.................................................................... 31

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

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

Pre-Closing Tax Periods................................................... 14

Purchase Price............................................................ 7

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

Purchased UK Operations................................................... 1

--R--

R&D Assets................................................................ 2

R&D Operations............................................................ 31

Representatives........................................................... 31

--S--

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

Scheduled Contracts....................................................... 12

Securities Act............................................................ 31

Strategic Investor........................................................ 31

Subsidiary................................................................ 31

Swiss Sale Agreements..................................................... 31

--T--

Tax....................................................................... 31

Tax Return................................................................ 31

Taxation.................................................................. 31

Third Party Claim......................................................... 32

Transfer Taxes............................................................ 21

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--U--

UK Call Center............................................................ 32

UK Call Center Assets..................................................... 2

Unipath................................................................... 1

Unipath Indemnified Party................................................. 23

Unipath Services Agreement................................................ 8

US Sale Agreements........................................................ 32

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ASSET PURCHASE AGREEMENT, dated as of May 17, 2007 (this "Agreement"),

among Unipath Limited, a company organized under the Laws of England

and Wales ("Unipath"), SPD Swiss Precision Diagnostics GmbH, a Swiss

company (the "Company"), SPD Development Company Limited, a company

organized under the Laws of England and Wales ("Buyer"), and Inverness

Medical Switzerland GmbH, a Swiss company ("IMS").

INTRODUCTION

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").

IMS and its Affiliates, including Unipath, contemplate selling certain

assets and contributing certain assets and liabilities of the CD Business to the

Company and its Subsidiaries, other than assets used in, and liabilities arising

from, the Cardiology Field, the Oral Care Field and the Diabetes Field (each as

defined in the License Agreement, dated of even date herewith, among IMA, IMS

and the Company (the "License Agreement"), and together, the "Excluded Fields").

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

and Restated Contribution Agreement, dated of even date herewith (the

"Contribution Agreement"), among IMS, Procter & Gamble International Operations,

SA, a Swiss company ("PGIO"), and the Company, and the PGIO Contribution

Agreement, dated of even date herewith (the "PGIO Contribution Agreement"),

among IMS, PGIO and the Company, each of IMS and PGIO, respectively, will

contribute fifty percent of the Purchase Price to the Company. The Company will

then immediately contribute the Purchase Price to Buyer and, pursuant to the

terms hereof, Unipath will sell and Buyer will purchase certain assets of the

R&D Operations and the UK Call Center, and Buyer will assume certain liabilities

of the R&D Operations and the UK Call Center, in each case, as set forth in this

Agreement (the "Purchased UK Operations").

Capitalized terms shall have the meanings assigned to them in Section

8.2 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, Buyer, relying on the representations and warranties of Unipath

in ARTICLE 3, agrees to purchase the Purchased Assets from Unipath, and Unipath

agrees to sell with full title guarantee, or to the extent that it is not the

owner thereof shall procure the sale with full title guarantee, of the Purchased

Assets to Buyer as a going concern, at the Closing.

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Section 1.2 Purchased Assets. Except for the Excluded Assets as

provided in Section 1.3, at the Closing and with effect as of the Closing Date,

Unipath shall with full title guarantee assign, transfer, convey and deliver to

Buyer, or to the extent that it is not the owner thereof shall procure the

assignment, transfer, conveyance and delivery to Buyer, in each case, free and

clear of all Liens except Permitted Liens (the "Sale"), and Buyer shall acquire

all of the right, title and interest in and to any and all of the assets,

properties, rights and business of the R&D Operations (the "R&D Assets") and the

UK Call Center (the "UK Call Center Assets") 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

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

(i) all supplies of the R&D Operations;

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

used by the Employees;

(iii) the benefit (subject to the burden) of the Business Contracts;

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

qualifications, provider numbers, permits, approvals, clearances and

authorizations issued by any Governmental Entity that relate to the

Purchased UK Operations (the "Governmental Licenses"), in each case to the

extent transferable or assignable;

(v) 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 UK

Operations;

(vi) all contract files, technical, accounting, and procedural

manuals, studies, reports or summaries relating to the general condition of

the Purchased Assets, and any business, proprietary or 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 UK

Operations;

(vii) all rights under express or implied warranties from the

suppliers and vendors relating to or arising out of the operation of the

Purchased UK Operations;

(viii) 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;

(ix) 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 UK Operations;

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

with respect to the R&D Operations or the UK Call Center, and rights,

benefits, claims and proceeds thereunder arising from or relating to the

Assumed Liabilities;

(xi) all Know-How that is owned by Unipath, if any, that is

exclusively used in the CD Business;

(xii) all other tangible assets or movable property used exclusively

or primarily in connection with the Purchased UK Operations, if any; and

(xiii) 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 assets are not

included among the Purchased Assets and are excluded from the Sale

(collectively, the "Excluded Assets"):

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

nature arising from the Purchased UK Operations existing on the Closing

Date (the "Accounts Receivable");

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

UK Operations;

(iii) the assets, properties, Contracts and rights of Unipath 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);

(iv) except as provided in Section 1.2(xi), Intellectual Property

owned by Unipath or owned by third parties and licensed to Unipath;

(v) the Contracts arising from the Purchased UK Operations set forth

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

(vi) rights to refunds of Taxes paid by or on behalf of Unipath or any

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

for the rights to refunds of Taxes that constitute Assumed Liabilities;

(vii) except as provided in Section 1.2(x), insurance policies and

rights and benefits and claims thereunder;

(viii) the services of any employees of Unipath or its Affiliates

employed other than in the Purchased UK Operations 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

Employees;

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

in Unipath's and its Affiliates' professional diagnostics and nutritional

supplement businesses (the "Excluded Businesses");

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(x) all of Unipath's cash, whether in-hand or on deposit or otherwise

held at the bank or any other financial institution;

(xi) Unipath's accounts and accounting records which do not relate

exclusively to the Purchased UK Operations; and

(xii) any other assets, tangible or intangible, wherever situated, not

included in the Purchased Assets;

provided that Unipath and its Affiliates, upon reasonable request and to the

extent Unipath or any of its Affiliates has the right to so provide, shall

provide Buyer reasonable access during normal business hours to the Excluded

Assets that, prior to the Closing Date, were used in the R&D Operations or the

UK Call Center and are not being transferred pursuant to this Agreement, for

Buyer's use to facilitate its research and development and UK call center

activities.

Section 1.4 Assumption of Liabilities. At the Closing, Buyer 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 Unipath and its Affiliates arising primarily from or related

primarily to the Purchased UK Operations, and no other liabilities or

obligations of Unipath or its Affiliates (liabilities to be assumed by Buyer

pursuant to this Section 1.4 being collectively referred to as the "Assumed

Liabilities"):

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

Contracts that are part of the Purchased UK Operations 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) any liability or obligation with respect to the Employees as set

out in Section 1.6 below;

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

Purchased UK Operations after the Closing Date.

Section 1.5 Liabilities Not Assumed by Buyer. Notwithstanding anything

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

liable or responsible for any, and Unipath shall, and shall procure that 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 Unipath shall hold Buyer 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 Unipath or any

of its Affiliates (including 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:

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

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

this Agreement or the consummation and performance of the transactions

contemplated hereby, 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 Unipath or its

Affiliates other than the Purchased Assets;

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

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

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

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

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

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

relating to Taxes owed by Unipath or any of its Affiliates (including any

contractual liability with respect to Taxes of another Person); provided

that Transfer Taxes shall be paid in the manner set forth in Section 5.2

hereof;

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

Affiliates of Unipath;

(vii) any liability, obligation, cost or expense of Unipath or any of

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

Unipath 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 Unipath 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 Unipath 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 that are excluded under Section 1.6 below;

(x) any 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 of the Purchased UK

Operations that was discontinued prior to the Closing Date;

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(xii) any liability or obligation of Unipath or its Affiliates arising

out of or relating to the failure of Unipath or its Affiliates to obtain

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

CD Business and/or the Purchased UK Operations;

(xiii) any liability or obligation of Unipath or its Affiliates

arising out of or relating to IMA Facilities under applicable Environmental

Laws;

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

or finance any pension or similar liabilities, including any liability or

obligation for which the Buyer may become liable by reason of participating

in any pension scheme of Unipath or its Affiliates for the purpose of

providing pension benefits to the Employees or any of them after Closing

(other than contributions to provide such benefits in respect of service

after Closing) and any debt for which the Buyer may at any time become

liable under section 75 of the Pensions Act 1995 insofar as such debt is

attributable to the service of the Employees prior to Closing or to service

of any other members or former members of any such pension scheme at any

time; and

(xv) all liabilities and obligations of Unipath or its Affiliates

under this Agreement.

Section 1.6 Employees. (a) Unipath and Buyer acknowledge and agree

that under the Employment Regulations, the Contracts of employment (except for

such portions of such Contracts that relate to any occupational pension scheme

within the meaning of the Pension Schemes Act 1993) between Unipath and the

Employees shall have effect after Closing as if originally made between Buyer

and the Employees, and that Buyer shall comply with the Transfer of Employment

(Pension Protection) Regulations 2005.

(b) Unipath shall discharge all its obligations in respect of the

Employees up to Closing and shall indemnify Buyer against any liability:

(i) arising from Unipath's failure to do so; or

(ii) relating to an Employee which arises out of any act or omission

by Unipath or its Affiliates or any other event, matter or circumstance

occurring before Closing.

(c) The indemnity in paragraph (b) excludes:

(i) any part of any liability for which Buyer is responsible under

paragraphs (d) and (e) which arises from the Employee's statutory period of

continuous employment before Closing;

(ii) to the extent that any liability arises from Buyer's failure to

comply with Regulation 13(4) of the Employment Regulations, any liability

which arises out of a complaint or failure to comply with Regulation 13 of

the Employment Regulations or in respect of an award of compensation under

Regulation 15 of the Employment Regulations;

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(iii) any liability in respect of and to the extent to which Buyer is

also able to recover any insurance; and

(iv) an obligation as is mentioned in paragraph (f) to make any

payment as a result of termination of employment which is calculated by

reference to a period of employment with Unipath or any Affiliate as well

as the period of employment with Buyer.

(d) Buyer shall on and from Closing perform and discharge all of the

obligations of the employer transferred to Buyer under the Employment

Regulations in relation to the Employees including any obligation to discharge

any bonus or incentive payments, holiday pay and any other remuneration or

liability payable after Closing in respect of an entitlement accrued to any

extent for the period before Closing.

(e) Buyer shall indemnify Unipath and its Affiliates against any

liability arising from Buyer's failure to perform or discharge any obligation

referred to in paragraph (d) and against any liability relating to an Employee

which arises out of or in connection with:

(i) any provision of this Agreement including the change of employer

occurring by virtue of the Employment Regulations and this Agreement;

(ii) a change at or after Closing to any term of employment or working

condition (excluding any term or condition relating to an occupational

pension scheme) or any proposal to make such a change including any

proposal communicated directly or indirectly to an Employee, Employees'

representatives or a trade union by Buyer or by Unipath consistent with

information received from Buyer concerning such a proposal;

(iii) the termination of employment of an Employee or any other act or

omission by Buyer or any other event, matter or circumstance occurring at

or after Closing;

(iv) an Employee continuing to be employed by Unipath after Closing

and/or the termination of that employment by Unipath or the Employee; and

(v) a complaint of failure to comply with Regulation 13 of the

Employment Regulations, or in respect of an award of compensation under

Regulation 15 of the Employment Regulations to the extent that the

liability arises from Buyer's failure to comply with Regulation 13(4) of

the Employment Regulations.

(f) Notwithstanding anything to the contrary in Sections 1.6(d) and

(e) above, Unipath hereby agrees to pay to Buyer (to the extent permissible, by

way of adjustment to the Purchase Price, but not so as to limit any amount

payable under this subsection (f)), promptly following Unipath's receipt from

Buyer of evidence satisfactory to Unipath of its liability for the same, an

amount equal to 100% of the amounts paid by Buyer to Employees in accordance

with Section 1.6(d) above. Neither the performance nor the nonperformance by

Unipath of its obligations under this Section 1.6(f) shall in any event relieve

Buyer of any obligation or liability imposed on it under Section 1.6(d).

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Section 1.7 Purchase Price; Allocation of Purchase Price. (a) In

consideration of the Sale of the Purchased Assets, on the Closing Date, Unipath

shall receive $22,538,100 in cash, plus value added taxes (if applicable) (the

"Purchase Price").

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

Unipath an allocation statement, allocating such Purchase Price among the

Purchased Assets. If within 10 days after the delivery of such allocation

statement, Unipath notifies Buyer in writing that Unipath objects to the

allocation set forth in such allocation statement, Buyer and Unipath shall use

commercially reasonable efforts to resolve such dispute within 20 days. In the

event that Buyer and Unipath are unable to resolve such dispute within 20 days,

Buyer and Unipath 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.

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, 1201 Pennsylvania Avenue, NW, Washington, DC, at 10:00 a.m. on the

date hereof, or on such other date, and at such other time or place, as Buyer

and Unipath 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, Buyer shall

deliver or cause to be delivered to Unipath:

(i) the Purchase Price;

(ii) the Unipath Services Agreement (the "Unipath Services

Agreement"), executed by Buyer;

(iii) evidence, in form and substance reasonably satisfactory to

Unipath, that consents of Governmental Entities required in connection with

this Agreement and the transactions contemplated hereby have been obtained

and are in full force and effect except for any such consents and approvals

the absence of which would not materially impair Buyer's ability to

consummate the transactions contemplated by or perform its obligations

under this Agreement; and

(iv) an assignment and assumption agreement reasonably satisfactory to

Buyer and Unipath under which Buyer assumes the Assumed Liabilities,

executed by Buyer.

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

Buyer:

(i) physical possession of all Purchased Assets, including those

assets set forth in Section 1.2(vi), capable of passing by delivery, with

the intent that title in such Purchased Assets shall pass to Buyer by and

on such delivery;

(ii) the Unipath Services Agreement, executed by Unipath;

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(iii) the assignment and assumption agreement delivered pursuant to

Section 2.2(a)(iv), executed by Unipath;

(iv) an instrument of sale in a form reasonably satisfactory to Buyer

transferring to Buyer all of Unipath's and its Affiliates' right, title and

interest in and to the Purchased Assets;

(v) releases and/or certificates of non-crystallisation, duly executed

by General Electric Capital Corporation, in the form agreed with Buyer in

respect of all Liens on or affecting any of the Purchased Assets;

(vi) all National Insurance and PAYE records, fully completed in

respect of the Employees and showing that payments are up to date and all

records required to be kept under the Working Time Regulations 1998;

(vii) a certificate, dated the Closing Date and signed by the managing

director of Unipath, confirming that

A. the representations and warranties of Unipath set forth

in this Agreement are true and correct as of the Closing Date or such

other date that any such representation or warranty speaks as of,

except where the failure to be true and correct would not,

individually or in the aggregate (I) have a Material Adverse Effect,

or (II) materially impair Unipath's ability to consummate the

transactions contemplated by or perform its obligations under this

Agreement;

B. all the terms, covenants, agreements and conditions of

this Agreement to be complied with and performed by Unipath or IMS on

or before the Closing Date shall have been complied with and performed

prior to or on the Closing Date except where the failure to so perform

would not, individually or in the aggregate (a) have a Material

Adverse Effect, or (b) materially impair Unipath's or IMS's ability to

consummate the transactions contemplated by or perform their

respective obligations under this Agreement; and

C. such other matters as may be reasonably requested by

Buyer;

(viii) evidence, in form and substance reasonably satisfactory to

Buyer, that all consents and approvals of third parties set forth in

Section 3.3(a) of the Disclosure Schedule or otherwise required under any

Business Contract (in each case pursuant to written instruments in form and

substance reasonably satisfactory to Buyer and without payment of any

consideration by Buyer or the Company) or from any Governmental Entity in

connection with this Agreement and the transactions contemplated hereby,

have been obtained and are in full force and effect except for any such

consents and approvals the absence of which would not (A) have a Material

Adverse Effect or (B) materially impair Purchased UK Operations; and

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

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

satisfactory to Buyer) as shall

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be required by Law or necessary in the reasonable judgment of Buyer to

transfer, convey and assign the Purchased Assets to Buyer.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF UNIPATH

Unipath represents and warrants to the Company and Buyer as follows,

as of the date of this Agreement and as of the Closing:

Section 3.1 Organization and Existence. Unipath is duly organized and

validly existing under the Laws of England and Wales, has all requisite power

and authority to carry on its business, including the Purchased UK Operations,

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 its business,

including the Purchased UK Operations, 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, Unipath has no

Affiliates or Subsidiaries that conduct the R&D Operations or the UK Call Center

or own Purchased Assets.

Section 3.2 Power and Authority; Binding Agreement. Unipath has all

requisite power and authority to execute and deliver this Agreement, to

consummate the transactions contemplated hereby and to perform its obligations

hereunder. This Agreement is a valid and binding obligation of Unipath,

enforceable against it in accordance with its terms, except as the same may be

limited by 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"). Except as set forth in

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

the part of Unipath is, or will be, required to authorize the execution and

delivery of this Agreement or the consummation of the transactions contemplated

hereby.

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

3.3(a) of the Disclosure Schedule, the execution and delivery by Unipath of this

Agreement, and the consummation of the transactions contemplated hereby and the

compliance by it with the provisions hereof 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 Purchased Assets. Except as set forth in

Section 3.3(a) of the Disclosure Schedule, the execution and delivery by Unipath

of this Agreement, and the consummation of the transactions contemplated hereby

and the compliance by it with the provisions hereof, 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 Unipath, (B) any material

Business Contract to which Unipath is a party or is bound by, or any Purchased

Assets are bound by or subject, or under which Unipath has material rights or

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

to in Section

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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 Unipath or the

Purchased Assets.

(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 Unipath in connection with the execution and

delivery of this Agreement, the consummation of the transactions contemplated

hereby or the compliance by Unipath with the provisions hereof, except such

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 Unipath

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, Unipath is 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, Unipath has not received a

written notice from a Governmental Entity alleging a possible violation by it of

any applicable Law or Judgment applicable to the Purchased UK Operations.

Notwithstanding the foregoing, this Section 3.4 shall not constitute a

representation or warranty as to tax, employee benefit plan or environmental

matters or the specific regulatory matters covered in Section 3.17, which are

limited to those representations and warranties set forth in Section 3.10,

Section 3.11, Section 3.12(a), Section 3.14 and Section 3.17.

Section 3.5 Governmental Licenses. Unipath and its Affiliates validly

hold and have in full force and effect all Governmental Licenses that are

material to the conduct of the Purchased UK Operations, and neither Unipath 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 Purchased UK Operations. Each of Unipath 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 Purchased

UK Operations, 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 consummation of the transactions contemplated hereby.

No proceeding is pending or, to the Knowledge of Unipath, threatened seeking the

revocation or limitation of any Governmental License that is material to the

conduct of the Purchased UK Operations. Section 3.5 of the Disclosure Schedule

lists each Governmental License held by Unipath or its Affiliates that is

material to the conduct of the Purchased UK Operations. 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 Unipath or its Affiliates, and none

are held in the name of any current or former director, officer, employee,

independent contractor or consultant of Unipath or its Affiliates or agents or

otherwise on behalf of Unipath or its Affiliates. Except for those Governmental

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

Licenses that are material to the conduct of the Purchased UK Operations are

transferable to

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Buyer. Notwithstanding the foregoing, this Section 3.5 shall not constitute a

representation or warranty as to the specific regulatory matters covered in

Section 3.17.

Section 3.6 [Reserved].

Section 3.7 Assets. Except as set forth in Section 3.7 of the

Disclosure Schedule, (a) Unipath 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, (b) other than the Excluded Assets, and together

with Buyer's rights under the Unipath Services Agreement and the License

Agreement, the Purchased Assets constitute all of the assets, properties,

permits, rights, agreements and other Contract rights and interests that are

necessary to enable Buyer after the Closing to operate the R&D Operations and

the UK Call Center in a manner consistent with the manner in which the R&D

Operations and UK Call Center are currently being operated and (c) the Sale will

vest good and marketable title in and to the tangible Purchased Assets in Buyer

free and clear of all Liens except for Permitted Liens. To the Knowledge of

Unipath, the tangible Purchased Assets are in good operating condition and

repair and none of such tangible assets that are material to the conduct of the

R&D Operations or the UK Call Center is in need of maintenance or repairs except

for ordinary, routine maintenance and repairs that are not material in nature or

cost.

Section 3.8 Contracts. (a) Section 3.8(a) of the Disclosure Schedule

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

(collectively, "Scheduled Contracts") to which Unipath or any of its Affiliates

is a party that (x) is material to the Purchased UK Operations; (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:

(i) Contracts under which Unipath or its Affiliates 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

Purchased UK Operations as currently conducted;

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

any Employee;

(iii) Contracts limiting or restraining Unipath or its Affiliates in

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

Purchased UK Operations with any Person or from purchasing any products,

services or inventory from any third parties.

(b) Except as indicated in Section 3.8(b) of the Disclosure Schedule,

Unipath has delivered or made available to Buyer 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

Unipath or its

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Affiliates, as applicable, and is enforceable in accordance with its terms by

Unipath or its Affiliates, as applicable, against each counterparty thereto,

except as the same may be limited by General Limitations. Unipath and its

Affiliates, as applicable, have performed in all material respects all of their

obligations, and are not in default under, any Business Contract. To Unipath'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 3.8(d) of the Disclosure Schedule,

Unipath has no 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 Unipath or its Affiliates any claim of material breach by any such

party with respect to the performance of its obligations under any such

Scheduled Contract.

(e) Section 3.8(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 Buyer. Subject to the

receipt of the third party consents listed on Section 3.8(e) of the Disclosure

Schedule and Closing, Buyer will succeed to all rights, title and interests of

Unipath or its Affiliates 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 Unipath

or its Affiliates other than in its or their Ordinary Course of Business (other

than agreements in settlement of Legal Proceedings listed on Section 3.8 of the

Disclosure Schedule) and other than on an arm's length basis.

(g) Except as set forth in Section 3.8(g) of the Disclosure Schedule,

the Scheduled Contrac