MEMBERSHIP UNIT PURCHASE AGREEMENT

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Exhibit 2.4

Execution Copy

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MEMBERSHIP UNIT PURCHASE 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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PAGE

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

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

Section 1.2 Purchase Price........................................ 2

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

Section 2.1 Closing............................................... 2

Section 2.2 Closing Deliveries.................................... 2

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF IMA.......................... 3

Section 3.1 Organization and Existence............................ 3

Section 3.2 Power and Authority; Binding Agreement................ 3

Section 3.3 Noncontravention...................................... 3

Section 3.4 Compliance with Laws.................................. 4

Section 3.5 Purchased Units....................................... 4

Section 3.6 Securities Law Compliance............................. 5

Section 3.7 Legal Proceedings..................................... 5

Section 3.8 Certain Business Practices............................ 5

Section 3.9 Brokers' Fees......................................... 5

ARTICLE 4 REPRESENTATION AND WARRANTY OF PGUS............................ 5

Section 4.1 Capitalization of the Company......................... 5

Section 4.2 Purchase for Investment............................... 6

ARTICLE 5 COVENANTS...................................................... 6

Section 5.1 Filings............................................... 6

Section 5.2 Commercially Reasonable Efforts....................... 6

Section 5.3 Public Announcements.................................. 6

Section 5.4 Further Assurances.................................... 6

Section 5.5 Expenses.............................................. 7

Section 5.6 Confidentiality....................................... 7

ARTICLE 6 TAX MATTERS.................................................... 8

Section 6.1 Cooperation........................................... 8

Section 6.2 Transfer Taxes........................................ 8

Section 6.3 Tax Payments.......................................... 8

ARTICLE 7 CONDITIONS TO CLOSING.......................................... 9

Section 7.1 Conditions to Each Party's Obligation................. 9

Section 7.2 Conditions to PGUS's Obligations...................... 10

Section 7.3 Conditions to IMA's Obligation........................ 10

ARTICLE 8 INDEMNIFICATION................................................ 11

Section 8.1 Indemnification of PGUS............................... 11

Section 8.2 Indemnification of IMA................................ 12

Section 8.3 Indemnification Claims................................ 12

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Section 8.4 Survival.............................................. 14

Section 8.5 Sole and Exclusive Remedy............................. 14

ARTICLE 9 TERMINATION.................................................... 14

Section 9.1 Termination........................................... 14

Section 9.2 Effect of Termination................................. 15

ARTICLE 10 GENERAL PROVISIONS............................................ 15

Section 10.1 Notices............................................... 15

Section 10.2 Definitions........................................... 17

Section 10.3 Descriptive Headings; Certain Interpretations......... 21

Section 10.4 Assignment............................................ 21

Section 10.5 Specific Enforcement.................................. 21

Section 10.6 Entire Agreement...................................... 21

Section 10.7 No Third-Party Beneficiaries.......................... 21

Section 10.8 Counterparts.......................................... 21

Section 10.9 Governing Law......................................... 22

Section 10.10 Arbitration........................................... 22

Section 10.11 Severability.......................................... 23

Section 10.12 Amendment............................................. 23

Section 10.13 Extension; Waiver..................................... 23

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INDEX OF DEFINED TERMS

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--A--

Affiliate.................................................................. 17

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

Arbitration Request........................................................ 22

--B--

Business Day............................................................... 17

--C--

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

Certificate of Formation................................................... 1

Claim Notice............................................................... 12

Closing.................................................................... 2

Closing Date............................................................... 2

Code....................................................................... 17

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

Confidential Information................................................... 7

Constitutive Documents..................................................... 17

Contingent Obligation...................................................... 17

Contract................................................................... 18

Contributed Assets......................................................... 1

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

--F--

Financial Investor......................................................... 18

--G--

Governmental Entity........................................................ 18

--I--

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

IMA Indemnified Party...................................................... 12

IMA Indemnity Threshold.................................................... 11

IMS........................................................................ 11

Indebtedness............................................................... 18

Indemnified Party.......................................................... 18

Indemnifying Party......................................................... 18

Issued Membership Units.................................................... 5

--J--

Judgment................................................................... 4

--K--

Knowledge.................................................................. 18

--L--

Law........................................................................ 4

Legal Proceeding........................................................... 19

Lien....................................................................... 3

Limited Liability Company Agreement........................................ 2

Losses..................................................................... 19

--M--

Material Adverse Effect.................................................... 19

Members.................................................................... 19

Membership Interest........................................................ 19

Membership Units........................................................... 19

--O--

Option Agreement........................................................... 19

Outside Date............................................................... 14

--P--

Percentage Interest........................................................ 19

Person..................................................................... 20

PGIO....................................................................... 11

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

PGUS Indemnified Party..................................................... 11

Purchase Price............................................................. 2

Purchased Units............................................................ 1

--R--

Representatives............................................................ 20

--S--

Securities Act............................................................. 5

Strategic Investor......................................................... 20

Subsidiary................................................................. 20

Swiss JV................................................................... 20

--T--

Tax........................................................................ 20

Tax Return................................................................. 20

Third Party Claim.......................................................... 20

Transaction Agreements..................................................... 20

Transfer Taxes............................................................. 8

--U--

UK Newco................................................................... 20

Unipath.................................................................... 11

Unipath Purchase Agreement................................................. 11

US Contribution............................................................ 1

US Purchase................................................................ 1

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MEMBERSHIP UNIT PURCHASE 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 pursuant to the Delaware Limited Liability

Company Act, 6 Del C. Section 18-101 et seq., by filing the certificate of

formation (the "Certificate of Formation") of the Company with the Office of the

Secretary of State of the State of Delaware on December 22, 2006.

PGUS adopted the Limited Liability Company Agreement, effective as of

December 22, 2006, of the Company.

Prior to the date hereof, PGUS 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 have restructured their

businesses.

IMA and certain of its Subsidiaries are in the business of human

diagnostics and/or monitoring including 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").

Concurrently with the execution of this Agreement, IMA, PGUS and the

Company are entering into a Contribution Agreement, dated as of the date hereof

(the "Contribution Agreement"), pursuant to which IMA, subject to the exceptions

set forth in the Contribution Agreement, is contributing, and is causing certain

of its Subsidiaries to contribute, to the Company certain assets of the CD

Business in the United States as described in the Contribution Agreement (the

"Contributed Assets"), and the Company will assume certain liabilities of the CD

Business in the United States, as set forth in the Contribution Agreement. In

consideration for such contribution (the "US Contribution"), IMA will receive

61,762,000 Membership Units (representing, upon such contribution, an

approximately 100% Membership Interest). Such contribution shall occur

immediately prior to consummation of the US Purchase (as defined below).

PGUS desires to purchase from IMA and IMA desires to sell to PGUS, in

each case, subject to the terms and conditions of this Agreement, 30,880,950

Membership Units (representing an approximately 50% Membership Interest) (the

"Purchased Units"). Such sale and purchase (the "US Purchase") shall occur

immediately following the US Contribution.

Immediately following the consummation of the US Contribution and the

US Purchase, each of PGUS and IMA shall own 30,881,050 Membership Units

(representing exactly a 50% Membership Interest).

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Concurrently with the execution of this Agreement, PGUS, IMA and the

Company will enter into the Amended and Restated Limited Liability Company

Agreement of the Company (the "Limited Liability Company Agreement"), to provide

for, among other things, the admission of IMA as a Member of the Company and to

establish the respective rights and obligations of PGUS and IMA with respect to

the Company.

Capitalized terms shall have the meanings assigned to them in Section

10.2 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, at the Closing, IMA shall sell and deliver to PGUS, and PGUS

shall purchase from IMA, the Purchased Units, free and clear of any Liens.

Section 1.2 Purchase Price. The purchase price (the "Purchase Price")

for the Purchased Units shall be cash in the amount of $30,881,050, payable by

wire transfer of immediately available funds to one or more bank accounts

designated by IMA in writing on or prior to the date hereof.

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

following satisfaction of all conditions and taking of all other actions (other

than those that by their terms are to be satisfied or taken at the Closing) set

forth in Article 7 (or, to the extent permitted by Law, waived by the parties

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

other time or place, as PGUS and IMA may mutually agree in writing. The date on

which the Closing occurs is referred to in this Agreement as the "Closing Date."

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

or cause to be delivered:

(i) to IMA, cash in an amount equal to the Purchase Price;

(ii) to IMA and the Company, the Contribution Agreement, validly

executed by a duly authorized officer of PGUS; and

(iii) to IMA and the Company, this Agreement and each other

Transaction Agreement, validly executed by a duly authorized officer of

PGUS.

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

(i) to PGUS, a receipt, acknowledging IMA's receipt of the Purchase

Price, validly executed by a duly authorized officer of IMA; and

(ii) to PGUS and the Company, this Agreement and each other

Transaction Agreement, validly executed by a duly authorized officer of

IMA.

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

to each of PGUS and IMA this Agreement and each other Transaction Agreement,

validly executed by a duly authorized officer of the Company.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF IMA

IMA represents and warrants to PGUS as follows, as of the date of this

Agreement and as of the Closing:

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 CD Business as now being conducted

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

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

operation of its properties makes such qualification or licensing necessary,

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

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

IMA has no Subsidiaries that conduct the 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 and to perform its obligations thereunder. This Agreement

and each other Transaction Agreement 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. Except as set forth in Section 3.2 of the Disclosure

Schedule to the Contribution Agreement, no other act, approval or proceeding 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) The execution and delivery by IMA of

this Agreement and the other Transaction Agreements, 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"), upon the

Purchased Units. The execution and delivery by IMA of this Agreement and the

other

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Transaction Agreements, and the consummation of the transactions contemplated

hereby and thereby 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) IMA's Constitutive Documents, (B) except as set

forth in Section 3.3(a) of the Disclosure Schedule to the Contribution

Agreement, any material Contract to which IMA is a party or is bound, or to

which any Purchased Units are subject, 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 the Purchased Units.

(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 such consents, approvals, orders,

authorizations, registrations, declarations, filings and notices, (i) which have

been obtained or made or (ii) 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 to the Contribution Agreement, IMA 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 to the Contribution Agreement,

since January 1, 2004, IMA has not received a written notice from a Governmental

Entity alleging a possible violation (other than an immaterial violation) by it

of any applicable Law or Judgment applicable to it or the Purchased Units.

Section 3.5 Purchased Units. IMA is the lawful owner, of record and

beneficially, of the Purchased Units and has, and will transfer to PGUS at the

Closing, good and marketable title to the Purchased Units, free and clear of all

Liens, and with no restriction on, or agreement relating to, the voting rights

and the other incidents of record and beneficial ownership pertaining to the

Purchased Units other than as set forth in the Limited Liability Company

Agreement. The Purchased Units, when aggregated with the Membership Units owned

by PGUS immediately prior to the Closing, will provide PGUS with a 50%

Membership Interest. All of the Purchased Units are duly authorized, validly

issued and outstanding, fully paid and nonassessable. There are no rights to

acquire or options, warrants, call agreements, convertible securities or other

commitments to issue, exchange or acquire, directly or indirectly, any of the

Purchased Units entered into or granted by IMA except as set forth in the

Limited Liability Company Agreement or the Option Agreement. Other than the

Option Agreement and the Limited Liability Company Agreement, there are no

agreements to which IMA is a party or by which it bound relating to the

Purchased Units or any other securities or equity interests of the Company,

whether or not outstanding.

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Section 3.6 Securities Law Compliance. (a) IMA has not directly or

indirectly offered any of the Purchased Units for sale, or solicited any offer

to buy any of the Purchased Units, by means of any general advertising or any

other form of general solicitation, or in any other manner that would require

the sale of such Purchased Units to be subject to the registration requirements

of the Securities Act of 1933, as amended (the "Securities Act"), or any

applicable state securities or blue sky laws.

(b) IMA is not selling any of the Purchased Units on behalf of the

Company in connection with the distribution of such Purchased Units.

(c) IMA confirms that it did not acquire the Purchased Units with a

view to, or for, the resale in connection with any distribution thereof within

the meaning of the Securities Act which would not be exempt from the

registration requirements of the Securities Act.

Section 3.7 Legal Proceedings. Except as disclosed in Section 3.7 of

the Disclosure Schedule to the Contribution Agreement, (a) IMA is not, or since

January 1, 2004 has not been, a party to, or to its Knowledge threatened with,

any material Legal Proceeding with respect to or in connection with the CD

Business or the Purchased Units, (b) to the Knowledge of IMA, there are no facts

or circumstances that would reasonably be expected to give rise to any material

Legal Proceeding with respect to or in connection with the CD Business or the

Purchased Units, and (c) there are no Judgments outstanding against IMA with

respect to or in connection with the CD Business or the Purchased Units.

Section 3.8 Certain Business Practices. Neither IMA nor any of its

directors, officers, agents or employees, has (a) used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to

political activity; (b) made any unlawful payment to foreign or domestic

government officials or employees or to foreign or domestic political parties or

campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977

or similar Laws in any other jurisdiction or (c) made any payment in the nature

of criminal bribery.

Section 3.9 Brokers' Fees. No broker, finder, financial advisor,

investment banker or other Person is or will be entitled to any brokerage,

finder's, financial advisor's or other similar fee or commission in connection

with the transactions contemplated by this Agreement and the Transaction

Agreements for which PGUS or the Company could be liable.

ARTICLE 4

REPRESENTATION AND WARRANTY OF PGUS

PGUS represents and warrants to IMA (in the case of Section 4.1) and

to IMA and the Company (in the case of Section 4.2) as follows, as of the date

of this Agreement and as of the Closing:

Section 4.1 Capitalization of the Company. The Company has issued

61,762,100 Membership Units (the "Issued Membership Units"), of which

immediately prior to the Closing, IMA and PGUS own beneficially and of record

61,762,000 Membership Units and 100 Membership Units, respectively. The Issued

Membership Units constitute all of the issued and outstanding securities

representing Membership Interests of the Company.

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Section 4.2 Purchase for Investment. PGUS is acquiring the Purchased

Units for its own account for the purpose of investment, it being understood

that the right to dispose of such Purchased Units shall be entirely within the

discretion of PGUS. PGUS will refrain from transferring or otherwise disposing

of any of the Purchased Units, or any interest therein, in such manner as to

cause the Company or IMA to be in violation of the registration requirements of

the Securities Act or applicable state securities or blue sky laws.

ARTICLE 5

COVENANTS

Section 5.1 Filings. Each of the parties hereto agrees to cooperate

fully with the others in the preparation and filing, whether before or after the

Closing Date, of all documents and instruments required to be filed by PGUS, IMA

or the Company in connection with the transactions contemplated by this

Agreement and the other Transaction Agreements, including any filings with any

applicable Federal or state securities regulator, applications for business

certificates, applications for any trade, assumed or fictitious name

certificates, or any applications for authority to do business, or any

registrations or assignments of registrations of any patents, trademarks, trade

names, service marks, copyrights or similar rights.

Section 5.2 Commercially Reasonable Efforts. Upon the terms and

subject to the conditions set forth in this Agreement, each of the parties

hereto shall use commercially reasonable efforts to take, or cause to be taken,

all actions, and to do, or cause to be done, and to assist and cooperate with

the other parties in doing, all things necessary, proper or advisable to

consummate and make effective, in the most expeditious manner practicable, the

transactions contemplated by this Agreement and the other Transaction

Agreements, including (a) the obtaining of all necessary actions or nonactions,

waivers, consents and approvals from Governmental Entities and the making of all

necessary registrations and filings (including filings with Governmental

Entities, if any) and the taking of all reasonable steps as may be necessary to

obtain an approval or waiver from, or to avoid an action or proceeding by, any

Governmental Entity, (b) the obtaining of all necessary consents, approvals or

waivers from third parties, and (c) the execution and delivery of any additional

instruments necessary to consummate the transactions contemplated by this

Agreement and the other Transaction Agreements and to fully carry out the

purposes of this Agreement and the other Transaction Agreements.

Section 5.3 Public Announcements. No party to this Agreement (nor any

agent or Representative thereof) shall make any disclosure or public

announcement with respect to this Agreement, the other Transaction Agreements

and the transactions contemplated hereby and thereby without the written

approval of the other parties; provided, that any party may make such disclosure

(including in filings with the Securities and Exchange Commission) or public

announcement if it is advised by counsel that such disclosure or public

announcement is legally advisable in light of the prior public disclosure

practice of such party (in which case such party shall use its reasonable best

efforts to consult with the other parties regarding such disclosure or public

announcement prior to the making of such disclosure).

Section 5.4 Further Assurances. In case at any time after the Closing

Date any further action is necessary or desirable to carry out the purposes of

this Agreement, each of the parties hereto shall take or cause to be taken all

such necessary action, including the execution

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and delivery of such further instruments and documents, as may be reasonably

requested by either party for such purposes or otherwise to complete or perfect

the transactions contemplated hereby.

Section 5.5 Expenses. Whether or not the Closing occurs, each of the

parties hereto shall bear its own fees and expenses incurred or owed in

connection with this Agreement, the other Transaction Agreements and the

transactions contemplated hereby and thereby and the negotiations thereof

(including any due diligence or other investigation costs relating to such

transactions), except that any income tax incurred by IMA in connection with the

US Purchase shall be borne entirely by IMA.

Section 5.6 Confidentiality. Each party hereto will hold, and will

cause its Affiliates, Representatives and employees to hold, in strict

confidence from any Person (other than any such Affiliate, Representative or

employee with a need to know), the terms of this Agreement and all documents and

information concerning the other party or any of its Affiliates furnished to it

by the other party or such other party's Affiliates, Representatives and

employees in connection with this Agreement and the transactions contemplated

hereby, including documents and information disclosed prior to the date hereof

(collectively, "Confidential Information"); provided, that a party hereto may

disclose, or cause its Affiliates, Representatives and employees to disclose,

Confidential Information if and to the extent

(a) compelled to disclose by judicial or administrative process

(including in connection with obtaining the necessary approvals of this

Agreement, the Transaction Agreements and the transactions contemplated hereby

and thereby of Governmental Entities) or by other requirements of Law or, if

advised by legal counsel that disclosure is required, as requested by a

Governmental Entity having jurisdiction over such party;

(b) disclosed in a Legal Proceeding brought by a party hereto in

pursuit of its rights or in the exercise of its remedies hereunder;

(c) disclosed to (i) the managing underwriter or placement agent for

any sale of the securities of the receiving party, and such managing

underwriter's or placement agent's Representatives, (ii) the lead lender,

arranger, representative or agent for any other financing transaction of the

receiving party, and such lead lender's, arranger's, representative's or agent's

Representatives, (iii) any Person whose voting securities are acquired in a

single transaction by the receiving party in such an amount so as to grant

Control over such Person to the receiving party and such Person's

Representatives, or (iv) any Financial Investor in the receiving party, and such

Financial Investor's Representatives; or

(d) following receipt from the disclosing party written consent to

such disclosure, which consent may not be unreasonably withheld, disclosed to

any Strategic Investor or potential acquiror of the receiving party, and the

Representatives of either;

provided, that in the case of any disclosure permitted under clause (c) or (d)

above, such disclosure shall consist solely of the terms of this Agreement (and

not any other Confidential Information) and shall in no event include any

schedules (including the Disclosure Schedule) or exhibits to this Agreement; and

provided further, that any Person receiving any disclosure

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pursuant to this Section 5.6 from a party hereto, or any of such party's

Affiliates, Representatives or employees, must be bound by an established legal

privilege, or agree in writing, to hold in strict confidence from any other

Person (including with respect to disclosure permitted under clauses (c) and

(d), any member of an underwriting or lending syndicate, or any Person to whom a

portion of such financing is participated or otherwise transferred in connection

with such sale or financing, or any Affiliate, shareholder or member of or any

investor in such Person) the Confidential Information so disclosed.

Notwithstanding anything in this Section 5.6 to the contrary, Confidential

Information shall not include any such documents or information that the

receiving party can demonstrate were (A) previously known by the party receiving

such documents or information, (B) in the public domain (either prior to or