CONTRIBUTION AGREEMENT

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Exhibit 2.3

Execution Copy

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CONTRIBUTION AGREEMENT

dated as of May 17, 2007

among

INVERNESS MEDICAL INNOVATIONS, INC.,

PROCTER & GAMBLE RHD, INC.

and

US CD LLC

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TABLE OF CONTENTS

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ARTICLE 1 FORMATION AND CONTRIBUTIONS.................................... 2

Section 1.1 Formation of the Company............................... 2

Section 1.2 Transfer of the Contributed US CD Business............. 2

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

Section 1.4 Assumption of Liabilities.............................. 5

Section 1.5 Liabilities Not Assumed by the Company................. 6

Section 1.6 Membership Units....................................... 8

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

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

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

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF IMA......................... 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 3.6 [Reserved]............................................. 12

Section 3.7 Absence of Changes or Events........................... 12

Section 3.8 Undisclosed Liabilities................................ 12

Section 3.9 Assets................................................. 12

Section 3.10 [Reserved]............................................. 13

Section 3.11 Contracts.............................................. 13

Section 3.12 Intellectual Property.................................. 14

Section 3.13 Legal Proceedings...................................... 15

Section 3.14 Tax Matters............................................ 15

Section 3.15 Insurance.............................................. 16

Section 3.16 [Reserved]............................................. 16

Section 3.17 [Reserved]............................................. 16

Section 3.18 [Reserved]............................................. 16

Section 3.19 Transactions with Affiliates........................... 16

Section 3.20 Certain Business Practices............................. 17

Section 3.21 Regulatory Compliance.................................. 17

Section 3.22 Product Liability Claims; Product Recalls.............. 18

Section 3.23 [Reserved]............................................. 19

Section 3.24 Purchase for Investment................................ 19

Section 3.25 Brokers' Fees.......................................... 19

ARTICLE 4 COVENANTS...................................................... 19

Section 4.1 Filings................................................ 19

Section 4.2 [Reserved]............................................. 19

Section 4.3 [Reserved]............................................. 19

Section 4.4 Commercially Reasonable Efforts........................ 19

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Section 4.5 Public Announcements................................... 20

Section 4.6 Enforcement............................................ 20

Section 4.7 [Reserved]............................................. 20

Section 4.8 Transfer............................................... 20

Section 4.9 Further Assurances..................................... 20

Section 4.10 [Reserved]............................................. 21

Section 4.11 Expenses............................................... 21

Section 4.12 Confidentiality........................................ 21

ARTICLE 5 TAX MATTERS.................................................... 22

Section 5.1 Cooperation............................................ 22

Section 5.2 Apportioned Obligations................................ 22

Section 5.3 Transfer Taxes......................................... 23

Section 5.4 Tax Payments........................................... 23

Section 5.5 Transaction Treated as a Contribution.................. 23

ARTICLE 6 RESERVED....................................................... 23

ARTICLE 7 INDEMNIFICATION................................................ 23

Section 7.1 Indemnification of PGUS................................ 23

Section 7.2 Indemnification of IMA................................. 24

Section 7.3 Indemnification Claims................................. 25

Section 7.4 Survival............................................... 26

Section 7.5 Sole and Exclusive Remedy.............................. 26

ARTICLE 8 GENERAL PROVISIONS............................................. 27

Section 8.1 Notices................................................ 27

Section 8.2 Definitions............................................ 28

Section 8.3 Descriptive Headings; Certain Interpretations.......... 34

Section 8.4 Assignment............................................. 34

Section 8.5 Specific Enforcement................................... 35

Section 8.6 Entire Agreement....................................... 35

Section 8.7 No Third-Party Beneficiaries........................... 35

Section 8.8 Counterparts........................................... 35

Section 8.9 Governing Law.......................................... 35

Section 8.10 Arbitration............................................ 35

Section 8.11 Severability........................................... 36

Section 8.12 Nonassignable Contracts................................ 36

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INDEX OF DEFINED TERMS

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Accounts Payable........................................................... 7

Affiliate.................................................................. 28

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

Apportioned Obligations.................................................... 23

Arbitration Request........................................................ 36

Assignment and Assumption Agreement........................................ 8

Assumed Liabilities........................................................ 5

Benefit Plans.............................................................. 5

Business Contract.......................................................... 28

Business Day............................................................... 28

Business Registered Trademarks............................................. 29

Business Trademarks........................................................ 14

Cardiology Field........................................................... 3

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

Claim Notice............................................................... 25

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

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

Code....................................................................... 29

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

Confidential Information................................................... 21

Constitutive Documents..................................................... 29

Contingent Obligation...................................................... 29

Contract................................................................... 29

Contributed Assets......................................................... 2

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

Control.................................................................... 29

Diabetes Field............................................................. 3

Environmental Law.......................................................... 29

Exchange Act............................................................... 11

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

Excluded Businesses........................................................ 4

Excluded Contracts......................................................... 4

Excluded Fields............................................................ 3

Excluded Liabilities....................................................... 6

FDA........................................................................ 11

FDCA....................................................................... 17

Financial Investor......................................................... 30

First Check Diagnostics Business........................................... 30

Formation Date............................................................. 1

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

Governmental Entity........................................................ 30

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

Hazardous Materials........................................................ 30

House Marks................................................................ 4

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

IMA Balance Sheet.......................................................... 12

IMA Balance Sheet Date..................................................... 12

IMA Facilities............................................................. 30

IMA Indemnified Party...................................................... 24

IMA Indemnity Threshold.................................................... 24

IMA Transition Services Agreement.......................................... 30

IMS........................................................................ 24

Indebtedness............................................................... 30

Indemnified Party.......................................................... 31

Indemnifying Party......................................................... 31

Intellectual Property...................................................... 31

IP Liens................................................................... 14

Judgment................................................................... 11

Knowledge.................................................................. 31

Law........................................................................ 11

Legal Proceeding........................................................... 5

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

Limited Liability Company Agreement........................................ 1

Losses..................................................................... 31

Material Adverse Effect.................................................... 31

Members.................................................................... 32

Membership Interest........................................................ 32

Membership Unit Purchase Agreement......................................... 1

Membership Units........................................................... 32

Nonassignable Contract..................................................... 36

Option Agreement........................................................... 32

Ordinary Course of Business................................................ 12

Original Agreement......................................................... 1

Percentage Interest........................................................ 32

Permitted IP Liens......................................................... 32

Permitted Liens............................................................ 32

Person..................................................................... 33

PGIO....................................................................... 32

PGUS....................................................................... 1

PGUS Indemnified Party..................................................... 23

Post-Closing Tax Period.................................................... 23

PRC........................................................................ 4

Pre-Closing Tax Period..................................................... 16

Product.................................................................... 33

Product Agreement.......................................................... 33

Product Registrations...................................................... 3

Representatives............................................................ 33

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

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Retained Accounts Receivable............................................... 4

Retained Inventory......................................................... 4

Scheduled Contracts........................................................ 13

SEC........................................................................ 11

Securities Act............................................................. 19

Shareholder Agreement...................................................... 33

Strategic Investor......................................................... 33

Subsidiary................................................................. 33

Swiss Agreements........................................................... 33

Swiss JV................................................................... 33

Tax........................................................................ 33

Tax Return................................................................. 34

Third Party Claim.......................................................... 34

Trademarks................................................................. 34

Transaction Agreements..................................................... 34

Transfer................................................................... 2

Transfer Taxes............................................................. 23

UK Newco................................................................... 34

Unipath.................................................................... 24

Unipath Purchase Agreement................................................. 34

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

US/Canada Trademark Assignment............................................. 8

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

among Inverness Medical Innovations, Inc., a Delaware corporation

("IMA"), Procter & Gamble RHD, Inc., an Ohio corporation ("PGUS"), and

US CD LLC, a Delaware limited liability company (the "Company").

INTRODUCTION

PGUS formed the Company on December 22, 2006, and adopted a limited

liability company agreement (the "Original Agreement") of the Company. On the

Closing Date, PGUS, IMA and the Company will enter into an amended and restated

limited liability company agreement (the "Limited Liability Company Agreement"),

which shall replace the Original Agreement in its entirety and establish the

respective rights and obligations of PGUS and IMA with respect to the Company.

PGUS has contributed $100 in cash to the Company in exchange for 100 Membership

Units (representing, upon such contribution, a 100% Membership Interest).

IMA and certain of its Subsidiaries 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").

IMA and certain of its Subsidiaries conduct a portion of the CD

Business in the United States and Canada (the "US CD Business").

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

restructure (the "Restructuring") their businesses.

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

Agreement (including with respect to the Excluded Assets and Excluded

Liabilities), IMA will contribute to the Company certain assets of the US CD

Business, and the Company will assume certain liabilities of the US CD Business,

in each case, as set forth in this Agreement (the "Contributed US CD Business").

As a consideration for the contribution of the Contributed US CD

Business by IMA to the Company, IMA will receive 61,762,000 Membership Units

(representing, upon the Closing, an approximately 100% Membership Interest).

Concurrently with the execution hereof, and with effect immediately

following the issuance by the Company to IMA of such Membership Units, IMA and

PGUS shall enter into a Membership Unit Purchase Agreement (the "Membership Unit

Purchase Agreement"), pursuant to which IMA shall sell to PGUS and PGUS shall

purchase from IMA, subject to the terms and conditions of the Membership Unit

Purchase Agreement, 30,880,950 Membership Units (representing an approximately

50% Membership Interest).

Immediately following the consummation of such sale and purchase, each

of PGUS and IMA shall own 30,881,050 Membership Units (representing exactly a

50% Membership Interest).

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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

FORMATION AND CONTRIBUTIONS

Section 1.1 Formation of the Company. Prior to the date hereof, PGUS

has formed the Company and has made an initial contribution of $100 to capital

of the Company in exchange for 100% of the Membership Interest in the Company.

Section 1.2 Transfer of the Contributed US CD Business. Except for the

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

the Closing Date, IMA shall, and shall cause its Subsidiaries to, assign,

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

Permitted Liens (the "Transfer"), and the Company shall acquire from IMA, all of

the right, title and interest of IMA in and to the following assets, properties,

rights and business of the Contributed US CD Business (collectively, the

"Contributed Assets"):

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

(ii) except to the extent transferred to Swiss JV pursuant to the

Swiss Agreements, and excluding all Product Registrations, which shall be

transferred to Swiss JV pursuant to the Swiss Agreements, all licenses,

registrations, notifications, franchises, qualifications, provider numbers,

permits, approvals, clearances and authorizations issued by any

Governmental Entity that relate to the Contributed US CD Business or the

Contributed Assets (the "Governmental Licenses"), in each case, to the

extent transferable or assignable;

(iii) 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 Contributed US CD Business;

(iv) 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

Contributed US CD Business;

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

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

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

summaries relating to the general condition of the Contributed 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 Contributed US CD Business;

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

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

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

manufacturing of any product of the US CD Business;

(vii) 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;

(viii) those Trademarks owned by IMA or any of its U.S. Subsidiaries

that are presently exclusively used by the US CD Business in the United

States as and to the extent set forth in Section 1.2(viii) of the

Disclosure Schedule, together with all goodwill, business, licenses,

registrations and rights associated therewith;

(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 Contributed US CD Business;

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

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

proceeds thereunder arising from or relating to the Assumed Liabilities;

and

(xi) 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 except for the Contributed

Assets, IMA shall not transfer to the Company and the Company shall not acquire

from IMA, any of the right, title and interest of IMA in and to any or all of

the assets, properties, rights and business of the Contributed US CD Business

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

(i) all assets, properties, Contracts and rights of IMA and its

Subsidiaries owned, located, registered, used or held for use outside of

the United States and Canada;

(ii) the assets, properties, Contracts and rights of IMA and its

Subsidiaries in the field of conditions and/or diseases of the heart and/or

cardiovascular system generally, including the testing, monitoring,

diagnosing, prognostication, treatment, management or cure of diseases

and/or conditions of the heart and/or cardiovascular system (the

"Cardiology Field") and the field of diabetes generally, including the

testing, monitoring, diagnosing, prognostication, treatment, management or

cure of diabetes and/or diabetes symptoms and conditions (the "Diabetes

Field," and, together with the Cardiology Field, 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 IMA and its Subsidiaries in the Excluded Fields;

(iii) all material Governmental Licenses granted to IMA to market any

of the Products (the "Product Registrations");

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(iv) except as expressly set forth in Section 1.2(viii) hereof, all

Intellectual Property owned or used by IMA and/or its Subsidiaries,

including Intellectual Property owned by third parties and licensed to IMA

or one of its Subsidiaries for use in the US CD Business;

(v) the assets, properties, Contracts and rights of IMA and its

Subsidiaries (including vendor and supplier contracts, information, files

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

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

Subsidiaries' manufacturing facilities located in 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 US CD Business;

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

in IMA and its Subsidiaries' professional diagnostics and nutritional

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

(vii) the Contracts arising from the US CD Business set forth on

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

(viii) 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");

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

whether owned or leased by IMA or its Subsidiaries, and all fixtures and

fittings attached thereto, including all manufacturing, distribution and

administration facilities of IMA and its Subsidiaries;

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

nature arising from the Contributed US CD Business (the "Retained Accounts

Receivable");

(xi) all inventory, including all supplies, raw materials

work-in-process and finished goods, including goods in transit, as sold,

used or held for use as part of the US CD Business, wherever located (the

"Retained Inventory");

(xii) all prepaid expenses and other deposits related to the

Contributed US CD Business;

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

such rights and claims relate to or arose from the Contributed US CD

Business;

(xiv) rights to refunds of Taxes paid by or on behalf of IMA or any of

its Subsidiaries (other than those paid by the Company);

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

rights and benefits and claims thereunder;

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(xvi) 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 US CD Business;

(xvii) the services of any employees of IMA or its Subsidiaries 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 (collectively, the "Benefit Plans");

(xviii) the assets, properties, Contract and rights arising from or

used in the First Check Diagnostics Business; and

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

included in the Contributed Assets, including those used in the Excluded

Businesses;

provided that IMA and its Subsidiaries, upon reasonable request and to the

extent IMA or any of its Subsidiaries has the right to so provide, shall provide

the Company reasonable access during normal business hours to the Excluded

Assets that, prior to the Closing Date, were used in the US CD Business and are

not being transferred pursuant to this Agreement, for the Company's use to

facilitate its marketing, sales and distribution activities; provided, further,

that with respect to access to the Bedford, England, Hangzhou, PRC or Shanghai,

PRC manufacturing facilities, the terms of the Finished Product Purchase

Agreement shall control and this provision shall not expand the rights set forth

therein.

Section 1.4 Assumption of Liabilities. At the Closing, the Company

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 IMA and its Subsidiaries arising primarily from or related

primarily to the Contributed US CD Business, and no other liabilities or

obligations of IMA or its Subsidiaries (liabilities to be assumed by the Company

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

Liabilities"):

(i) all obligations of IMA or its Subsidiaries under the Business

Contracts (other than Excluded Contracts) that are part of the Contributed

US 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) except to the extent arising out of any Retained Inventory, 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 Contributed US CD Business that

has not been discontinued prior to the date hereof;

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

Schedule or with respect to any matter involving Taxes or Excluded Assets,

any liability, obligation, cost or expense of IMA or any of its

Subsidiaries arising out of or relating to any investigation, claim,

action, suit, complaint, dispute, audit, demand, litigation or judicial,

administrative or arbitration proceeding (collectively, "Legal Proceeding")

as and to the

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extent it arose or arises from the Contributed US CD Business to which IMA

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);

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

Trademarks after the Closing Date; and

(v) any liability or obligation arising from the conduct of, or

relating to or arising from, the Contributed US CD Business (other than

liabilities or obligations related to Product Registrations, the Retained

Inventory, the Retained Accounts Receivable, the Accounts Payable or the

Transition Assets) after the Closing Date.

Section 1.5 Liabilities Not Assumed by the Company. Notwithstanding

anything to the contrary in this Agreement, the Company shall not assume, or in

any way be liable or responsible for any, and IMA and its Subsidiaries 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 IMA shall hold the Company 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 IMA or any of its Subsidiaries

(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:

(i) any liability or obligation of IMA or any of its Subsidiaries

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 IMA or any of its Subsidiaries

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

this Agreement or any of the other Transaction Agreements or similar

agreements among Affiliates of IMA and PGUS in connection with Swiss JV 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 IMA or its

Subsidiaries other than the Contributed Assets;

(iv) any liability or obligation of IMA or any of its Subsidiaries

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

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

breach of a representation, warranty, covenant or agreement of IMA or any

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

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

relating to Taxes owed by IMA or any of its Subsidiaries (including any

contractual liability with respect

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to Taxes of another Person); provided that Apportioned Obligations and

Transfer Taxes 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

Subsidiary of IMA;

(vii) except for Legal Proceedings assumed pursuant to Section

1.4(iii), any liability, obligation, cost or expense of IMA or any of its

Subsidiaries arising out of or relating to any Legal Proceeding to which

IMA or any of its Subsidiaries 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 IMA or its Subsidiaries with

respect to any Indebtedness or Contingent Obligations (including any

accrued interest, fees and any penalties thereon);

(ix) any liability or obligation of IMA or its Subsidiaries 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 IMA or its

Subsidiaries whether arising prior to or after the Closing;

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

payable and other similar current liabilities, of the Contributed US CD

Business (including all payables to IMA or any of its Subsidiaries)

(collectively, the "Accounts Payable");

(xi) to the extent related to or arising out of Retained Inventory,

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 US CD Business that has not been

discontinued prior to the Closing Date;

(xii) 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 US CD Business that was

discontinued prior to the Closing Date;

(xiii) any liability or obligation of IMA or its Subsidiaries arising

out of or relating to the failure of IMA or its Subsidiaries to obtain any

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

Business;

(xiv) any liability or obligation of IMA or its Subsidiaries arising

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

(xv) any liability or obligation of IMA or its Subsidiaries to fund or

finance any pension or similar liabilities; and

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(xvi) all liabilities and obligations of IMA or its Subsidiaries under

this Agreement and the other Transaction Agreements or similar agreements

among Affiliates of IMA and PGUS with respect to Swiss JV.

Section 1.6 Membership Units. In consideration of the Transfer of the

Contributed Assets, IMA shall receive from the Company 61,762,000 Membership

Units (representing, upon the Closing, an approximately 100% Membership

Interest).

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 (the "Closing Date").

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

deliver or cause to be delivered to IMA and PGUS:

(i) evidence of the formation and good standing of the Company;

(ii) the Limited Liability Company Agreement, executed by the Company;

(iii) an assignment and assumption agreement (the "Assignment and

Assumption Agreement") reasonably satisfactory to PGUS, the Company and IMA

under which the Company assumes the Assumed Liabilities, executed by the

Company;

(iv) the Trademark Assignment, dated as of the date hereof and in a

form reasonably satisfactory to PGUS (the "US/Canada Trademark

Assignment"), between IMA and the Company, executed by the Company; and

(v) the other Transaction Agreements to which the Company is a party,

executed by the Company.

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

Company and PGUS:

(i) the Limited Liability Company Agreement, executed by IMA;

(ii) the Assignment and Assumption Agreement, executed by IMA;

(iii) the other Transaction Agreements to which IMA or any of its

Subsidiaries is a party, executed by IMA or such Subsidiary;

(iv) a certificate, dated the Closing Date and signed by its chief

executive officer and chief financial officer, confirming that

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(A) the representations and warranties of IMA set forth in

this Agreement and in the Membership Unit Purchase 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 IMA's

ability to consummate the transactions contemplated by this Agreement

and the Membership Unit Purchase Agreement or to perform its

obligations under this Agreement or the other Transaction Agreements;

(B) all of the terms, covenants, agreements and conditions

of this Agreement and the Membership Unit Purchase Agreement to be

complied with and performed by IMA 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 (I) have a Material Adverse Effect, or (II) materially

impair IMA's ability to consummate the transactions contemplated by

this Agreement or the Membership Unit Purchase Agreement or to perform

its obligations under this Agreement or the other Transaction

Agreements;

(C) since December 31, 2006, there has not been a Material

Adverse Effect; and

(D) such other matters as may be reasonably requested by

PGUS;

(v) evidence, in form and substance reasonably satisfactory to PGUS

and the Company, 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 PGUS and without payment of any

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

connection with this Agreement, the other Transaction Agreements and the

transactions contemplated hereby and thereby, 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 the operation of the US CD Business);

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

satisfactory to PGUS transferring to the Company all of IMA and its

Subsidiaries' right, title and interest in and to the Contributed Assets;

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

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

satisfactory to PGUS) as shall be required by Law or necessary in the

reasonable judgment of PGUS or the Company to transfer, convey and assign

the Contributed Assets to the Company; and

(viii) the US/Canada Trademark Assignment, executed by IMA.

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

Company and IMA:

(i) the Limited Liability Company Agreement, executed by PGUS; and

(ii) the other Transaction Agreements to which PGUS or any of its

Affiliates is a party, executed by PGUS or such Affiliates.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF IMA

IMA represents and warrants to the Company and PGUS as follows:

Section 3.1 Organization and Existence. IMA is duly organized, validly

existing and in good standing under the Laws of the State of Delaware, has all

requisite power and authority to carry on the US 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 US 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 that conduct the US CD Business or own

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

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

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

consummate the transactions contemplated hereby and to perform its obligations

hereunder, and has the requisite power and authority to enter into the

Transaction Agreements to which it is a party and to perform its obligations

thereunder. Each of this Agreement and the other Transaction Agreements to which

it is a party is a valid and binding obligation of IMA, 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 IMA is

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 IMA of this

Agreement and the other Transaction Agreements to which it is a party, and the

consummation of the transactions contemplated hereby and thereby and the

compliance by it with the provisions hereof and thereof do 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 IMA or its

Subsidiaries that are material to the conduct of the US CD Business. Except as

set forth in Section 3.3(a) of the Disclosure Schedule, the execution and

delivery by IMA of this Agreement and the other Transaction Agreements to which

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

thereby

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and the compliance by it with the provisions hereof and thereof do 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 IMA, (B) any material

Business Contract to which IMA or any of its Subsidiaries is a party or is bound

by, or any Contributed Assets are bound by or subject, or under which IMA or any

of its Subsidiaries 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 IMA or any of its Subsidiaries

or the Contributed 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 IMA 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 IMA 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, 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 Securities and Exchange Commission (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 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 IMA 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, IMA and its Subsidiaries 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 IMA nor

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

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

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

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

specific regulatory matters covered in Sections 3.21 and 3.22 which are limited

to those representations and warranties set forth in Sections 3.12, 3.14, 3.21

and 3.22, respectively.

Section 3.5 Governmental Licenses. IMA and its Subsidiaries validly

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

material to the conduct of the US CD Business, and neither IMA nor any of its

Subsidiaries 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,

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amendment or cancellation of, any Governmental License material to the conduct

of the US CD Business. Each of IMA and its Subsidiaries 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 US 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 IMA, threatened seeking the revocation or limitation of any

Governmental License that is material to the conduct of the US CD Business.

Section 3.5 of the Disclosure Schedule lists each Governmental License held by

IMA or its Subsidiaries that is material to the conduct of the US CD Business,

except for any licenses related to, or necessary for, the manufacture or storage

of the products of the US 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 IMA or its Subsidiaries, and none are held in the name of any

current or former director, officer, employee, independent contractor or

consultant of IMA or its Subsidiaries or agents or otherwise on behalf of IMA or

its Subsidiaries. Except for those Governmental Licenses retained pursuant to

Section 1.2(ii) hereof in order to perform the obligations under the Product

Agreement or as set forth in Section 3.5 of the Disclosure Schedule, all

Governmental Licenses that are material to the conduct of the US 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 Section 3.21.

Section 3.6 [Reserved].

Section 3.7 Absence of Changes or Events. Since the December 31, 2006

(the "IMA Balance Sheet Date"), (a) except as set forth in Section 3.7 of the

Disclosure Schedule, the US CD Business has been conducted only in the ordinary

course of business consistent with past practice (the "Ordinary Course of

Business"), and (b) there has occurred no Material Adverse Effect.

Section 3.8 Undisclosed Liabilities. Except with respect to their

respective obligations under this Agreement and other Transaction Agreements,

IMA has no liabilities or obligations relating to the US 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 IMA's consolidated

balance sheet as at December 31, 2006 included in its Annual Report on Form 10-K

for the year-ended December 31, 2006 (the "IMA Balance Sheet"), (b) incurred in

the Ordinary Course of Business since the IMA 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. Except as set forth in Section 3.9 of the

Disclosure Schedule, (a) IMA owns outright and has good and marketable title to,

all of the tangible Contributed Assets free and clear of all Liens; (b) other

than the Excluded Assets and together with the assets, properties, permits,

rights, agreements and other Contract rights and interests acquired by UK Newco

pursuant to the Unipath Purchase Agreement and Swiss JV pursuant to the Swiss

Agreements and the agreements contemplated thereby, including the IMA License

Agreements (as defined in the Swiss Agreements), the Finished Product Purchase

Agreement (as defined in the Swiss Agreements), the Product Agreement, the

Distribution Arrangements (as

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defined in the Swiss Agreements) and the IMA Transition Services Agreement, the

Contributed Assets constitute all of the assets, properties, permits, rights,

agreements and other Contract rights and interests that are necessary to enable

the operation of the US CD Business after the Closing in a manner consistent

with the manner in which the US CD Business is currently being operated; and (c)

the Transfer will vest good and marketable title in and to the tangible

Contributed Assets in the Company free and clear of all Liens except for

Permitted Liens.

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 or any of its Subsidiaries is

a party that (x) is material to the US 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:

(i) Contracts under which IMA or any of its Subsidiaries owns, has

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

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

right of forbearance), or otherwise Control, or has any other right or

interest in or to any Trademark that is necessary to the conduct of the US

CD Business as currently conducted;

(ii) Contracts under which products of the US CD Business are

manufactured or distributed by IMA or its Subsidiaries, including any

distribution agreements, wholesalers, manufacturing and supply agreements

and Contracts with managed care organizations or Governmental Entities; and

(iii) Contracts limiting or restraining IMA or its Subsidiaries in any

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

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

inventory from any third parties.

Notwithstanding the foregoing, IMA shall not be required to set forth on the

aforementioned Section 3.11(a) of the Disclosure Schedule any Contract relating

to IMA and certain of its Subsidiaries' manufacturing of products of the US 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 PGUS 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 a