EX-10.9 REAGENT SUPPLY AGREEMENT

TABLE OF CONTENTS

ii

Exhibits and Schedules

i

REAGENT SUPPLY AGREEMENT

THIS REAGENT SUPPLY AGREEMENT (this “ Agreement ”) is made and entered into as of June 30, 2005, by and among Inverness Medical Innovations, Inc. a Delaware corporation (“ Parent ”), and Inverness Medical Japan, Ltd., an entity organized under the laws of Japan (“ Inverness Japan ” and, together with Parent, “ Buyer ”), on the one hand, and Abbott Laboratories, an Illinois corporation (“ Seller ”), on the other hand.

WHEREAS, from the Effective Date, Inverness Japan and certain Affiliates have acquired certain assets to permit them to manufacture the Product Line; and

WHEREAS, from the Effective Date, Inverness Japan wishes to engage Seller to supply the Reagents (as defined herein) to Inverness Japan in accordance with the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and provisions herein contained, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1            Definitions .  All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.  In addition to the terms defined above and other terms defined in other Sections of this Agreement, the following initially capitalized terms have the following meanings when used herein:

“ Seller Indemnitees ” has the meaning set forth in Section 5.2 .

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person; provided , however , that for the avoidance of doubt and subject to the following sentence, the term “Affiliate” shall exclude, with respect to Seller, TAP Pharmaceuticals Inc., a Delaware corporation, TAP Finance Inc., a Delaware corporation and TAP Pharmaceuticals Reagents Inc., a Delaware corporation and, with respect to Buyer, PBM-Selfcare LLC, a Delaware limited liability company.  For purposes of this definition, a Person shall be deemed to control another Person if it owns or controls more

than 50% of the voting equity of the other Person (or other comparable ownership if the Person is not a corporation).

“ Applicable Law ” means each provision of any currently existing federal, state, local or foreign, civil and criminal law, statute, ordinance, order, code, rule, regulation or common law, promulgated or issued by any Governmental Authority, as well as any judgments, decrees, injunctions or agreements issued or entered into by any Governmental Authority.

“ Asset Purchase Agreement ” means that certain Asset Purchase Agreement executed on May 28, 2005, between Parent, Inverness Japan, Inverness Switzerland, Seller and Abbott Japan.

“ Buyer Indemnitees ” has the meaning set forth in Section 5.1 .

“ Effective Date ” means the day following the day of the expiration or termination of that certain Manufacturing Support Services Agreement dated June 30, 2005 executed between Seller and Buyer.

“ Losses ” has the meaning set forth in Section 5.1 .

“ Non-Conforming Reagents ” has the meaning set forth in Section 4.2 .

“ Parties ” means Seller, Parent and Inverness Japan; and “ Party ” means any of the foregoing entities.

“ Prime Rate ” means the rate which Citibank N.A. (or its successor or another major money center commercial bank agreed to by the Parties) announces as its prime lending rate, as in effect from time to time.

“ Reagent Specifications ” means those analytical specifications for the Products set forth on Exhibit A , as they may be amended from time to time (i) by the written agreement of the Parties or (ii) as required by the Regulatory Authorities.

“ Prohibited Goods ” has the meaning set forth in Section 5.7 .

“ Purchase Order ” has the meaning set forth in Section 2.2 .

“ Purchase Price ” has the meaning set forth in Section 3.1 .

2

“ Reagents ” means those rare reagents used in the manufacture of the Products which are listed on Schedule 1.1 (a) .

“ Regulatory Authority ” means any Governmental Authority that is responsible for issuing any technical, medical, and scientific licenses, registrations, authorizations and/or approval that are required for the manufacture of the Products in accordance with Applicable Laws.

“ **** Cost ” means the **** cost per the BPCS system in Lake County, Illinois and Delkenheim, Germany as of December 1, 2004 as adjusted pursuant to Section 3.2 .

“ Term ” has the meaning set forth in Section 6.1 .

1.2            Performance of Obligations by Affiliates .  Any obligation of Seller under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Seller’s sole and exclusive option, either by Seller directly or by any Affiliate or designee of Seller that Seller causes to satisfy, meet or fulfill such obligation, in whole or in part.  Any obligation of Inverness Japan under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Inverness Japan’s sole and exclusive option, either by Inverness Japan directly or by any Affiliate or designee of Inverness Japan that Inverness Japan causes to satisfy, meet or fulfill such obligation, in whole or in part.  With respect to any particular action, the use of the words “Seller shall” also means “Seller shall cause” the particular action to be performed, and the use of the words “Inverness Japan shall” also means “Inverness Japan shall cause” the particular action to be performed.  Each of the Parties guarantees the performance of all actions, agreements and obligations to be performed by any Affiliates of such Party under the terms and conditions of this Agreement.

ARTICLE 2

ORDERING AND DELIVERY

2.1            Purchase and Sale of Reagents .  During the Term, Seller shall supply and deliver to Inverness Japan the Reagents in the quantities ordered pursuant to Article 2 and Inverness Japan shall purchase and take delivery of the Reagents ordered from Seller in accordance with the terms and conditions of this Agreement.

**** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3

2.2            Purchase Orders .  Inverness Japan shall order the Reagents by issuing binding purchase orders (each, a “ Purchase Order ”) to Seller pursuant to the terms of this Agreement.  Each Purchase Order or any acknowledgment thereof, whether printed, electronic, stamped, typed, or written, shall be governed by the terms of this Agreement and none of the provisions of such Purchase Order or acknowledgment shall be applicable except those specifying quantity ordered, delivery dates, special shipping instructions and invoice information.  All Purchase Orders shall be in standard order quantities as mutually agreed between the Parties.

2.3            Acceptance or Rejection of Purchase Orders .  Seller shall indicate its acceptance or rejection of each Purchase Order within 10 days after receipt; provided that Seller may reject a Purchase Order, in whole or in part, only if:  (a) the Purchase Order fails to comply with the terms and conditions of this Agreement; (b) the delivery date is less than 90 days from the date of Seller’s receipt of such Purchase Order; or (c) the volume under the Purchase Order and all other accepted Purchase Orders covering the applicable monthly period exceeds the volume set forth in Inverness Japan’s then-current forecast (delivered pursuant to
Section 2.4 ) by more than ****%.  If requested by Inverness Japan, following Inverness Japan’s receipt of Seller’s rejection notice under clause (c) above, Seller shall use commercially reasonable efforts to deliver the excess volume of the Reagents specified in the rejected Purchase Order, but Seller’s failure to so deliver the excess volume shall not be a breach of this Agreement.  Seller shall use commercially reasonable efforts to fill Inverness Japan’s orders for the Reagents.  In no event shall Seller be liable to any third party for Seller’s failure to deliver the Reagents to Inverness Japan by any delivery date set forth in any Purchase Order.

2.4            Forecasts .  Within 30 days after the Effective Date, Inverness Japan shall issue to Seller Inverness Japan’s written forecast of Inverness Japan’s anticipated monthly requirements for the Reagents during the following 12 months.  Thereafter, Inverness Japan shall provide to Seller monthly a rolling 12 month forecast of requirements of Reagents to be supplied by Seller.  The first 4 months of such forecast shall be binding on Inverness Japan and may not be cancelled or rescheduled without prior written agreement of Seller.  The remaining 8 months of such forecast shall be used by Seller for planning purposes only and shall not be considered firm orders.

2.5            Shipment .  Seller shall deliver the Reagents Ex-Works (Incoterms 2000).  Seller shall be deemed to have delivered the Reagents and title and risk of loss shall pass to Inverness Japan at the time such Reagents are loaded onto a carrier designated by

**** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4

Inverness Japan.  Inverness Japan shall be responsible for all shipping and insurance costs.  Seller shall provide to Inverness Japan, in advance of each shipment, all necessary information relating to such shipment, including without limitation, the identity of the carrier, flight number or similar information, scheduled arrival time and package identification number.

2.6            Certificate of Conformance .  All Reagents provided shall be delivered with a document that certifies that the specified lot(s) of Reagents delivered to Inverness Japan conform with the applicable Reagent Specifications.  Full batch documentation, including batch production records and manufacturing and analytical records shall be available for review by Inverness Japan upon reasonable notice from Inverness Japan.

2.7            No Purchase Requirements .  Nothing in this Agreement shall obligate Inverness Japan to buy any specific amount of Reagents and Inverness Japan shall be obligated to purchase only those quantities of Reagents included in the 4 binding months of the rolling forecast.

ARTICLE 3

PRICE; ADJUSTMENT PAYMENT; SHIPMENT.

3.1            Purchase Price .  The price of the Reagents shall be an amount equal to the **** Costs per unit plus ****% (the “ Purchase Price ”) plus any applicable Taxes such as value-added Taxes or similar Taxes. At Inverness Japan’s request, Seller shall provide Inverness Japan with all documentation supporting Seller’s standard costs of manufacturing the Reagents.

3.2            Purchase Price Adjustments .  On December 1 of each calendar year during the Term, the Purchase Price then in effect shall be increased or decreased by an amount equal to the percentage increase or decrease in Seller’s **** Costs of the Reagents then in effect.  At Inverness Japan’s request, Seller shall provide Inverness Japan with all documentation supporting any increase or decrease in Seller’s **** Costs of the Reagents.

3.3            Payment Terms .  Seller shall invoice Inverness Japan upon shipment.  Inverness Japan shall make payment net 30 days from the date of Seller’s invoice, provided , however , that Inverness Japan shall notify Seller of any disputed invoice as soon as practicable and a timeline for resolving such dispute shall be mutually agreed by the Parties within **** days of the date of the disputed invoice.  Failure to pay a disputed

**** REPRESENTS TEXT OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5

invoice shall not be deemed a breach of this Agreement by Inverness Japan and shall not relieve Seller from its commitment to continue to supply Reagents hereunde