NINTH AMENDMENT, CONSENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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Exhibit 10.43

NINTH AMENDMENT, CONSENT AND WAIVER TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT

        THIS NINTH AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 19, 2005 (this " Amendment "), to the Second Amended and Restated Credit Agreement, dated as of September 30, 2003 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), by and among General Electric Capital Corporation, as Agent (" Agent "), Inverness Medical Innovations, Inc. (" Innovations "), Wampole Laboratories, Inc. and Inverness Medical (UK) Holdings Limited, as borrowers (" Borrowers "), the other Credit Parties signatory thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as documentation agent, co-syndication agent and lender, UBS Securities LLC, as co-syndication agent, and the lenders signatory thereto from time to time (collectively, the " Lenders ").

W I T N E S S E T H

        WHEREAS, Borrowers have notified Agent that (i) contrary to the terms and conditions of Section 2 of the Eighth Amendment and Consent to the Credit Agreement, dated as of December 20, 2004 (the " Eighth Amendment "), the Inverness Canada Transfer and the Merger (as each such terms are defined in the Eighth Amendment) did not occur on the same Business Day, and (ii) have requested a waiver of any Event of Default resulting therefrom;

        WHEREAS, Borrowers have notified Agent that Inverness Medical Switzerland GmbH (" Swissco ") desires to (i) directly acquire that certain registered trademark "Crystal Clear" (the " Trademark Acquisition ") and (ii) indirectly acquire through Inverness Medical Australia Pty Ltd, a newly formed wholly-owned subsidiary of Swissco organized in Australia (" Inverness Australia "), certain assets (the " Asset Acquisition " and, together with the Trademark Acquisition, the " Australian Acquisition ") held by Advanced Clinical Systems International Pty Ltd (" ACSI ") and Grandlodge Pty Ltd (" Grandlodge " and together with ACSI, the " Sellers ") pursuant to that certain Business Purchase and Settlement Agreement, in the form attached hereto as Exhibit A (as amended, supplemented or otherwise modified from time to time, the " Acquisition Agreement ");

        WHEREAS, Borrowers have advised Agent that the Australian Acquisition does not constitute a Permitted Acquisition and therefore is prohibited under Section 6.1 of the Credit Agreement unless the Borrowers obtain the consent of the Agent and the Requisite Lenders to the Australian Acquisition;

        WHEREAS, Borrowers have requested that Agent and Requisite Lenders consent to the formation of Inverness Australia as an Excluded European Subsidiary and to the consummation of the Australian Acquisition;

        WHEREAS, Borrowers have notified Agent that they desire to dissolve Unipath BV (an Excluded European Subsidiary);

        WHEREAS, Agents and Requisite Lenders have agreed to extend the time period for compliance with certain covenants set forth in the Seventh Amendment and Consent to the Credit Agreement dated as of July 27, 2004 (the " Seventh Amendment "), in the manner, and on the terms and conditions, provided for herein; and

        WHEREAS, Agent and Requisite Lenders have agreed to amend the Credit Agreement in the manner, and on the terms and conditions, provided for herein.

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        NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.     Definitions.     Capitalized terms not otherwise defined herein (including in the Recitals) shall have the meanings ascribed to them in the Credit Agreement.

        2.     Waiver.     As of the Effective Date (as hereinafter defined), Agent and Requisite Lenders hereby waive any Event of the Default resulting from the failure of the Inverness Canada Transfer and the Merger to have occurred on the same Business Day as required by Section 2 of the Eighth Amendment.

        3.     Consent to Australian Acquisition.     As of the Effective Date, Agent and Requisite Lenders hereby (i) consent to the formation of Inverness Australia in accordance with the terms of the organizational documents provided to Agent, and (ii) agree that neither the formation of Inverness Australia nor the consummation of the Australian Acquisition (which shall include the delivery by Swissco of a guaranty of Swissco in connection with the Acquisition Agreement), shall constitute a breach of the Credit Agreement, provided , however , that the consents and agreements of Agent and Requisite Lenders set forth above are expressly conditioned on satisfaction of all of the following conditions in Agent's discretion:

        (a)   the Credit Parties shall not expend any cash in connection with the Australian Acquisition other than for cash payments to ACSI under the Acquisition Agreement, working capital advances and costs and expenses associated with the Australian Acquisition, which payments, advances, costs and expenses shall not exceed $6,000,000 in the aggregate; provided that any working capital advances shall be provided in the form of a capital contribution or an intercompany loan upon documentation reasonably satisfactory to Agent;

        (b)   Agent shall have received executed copies of the Acquisition Agreement, together with all amendments thereto, and all documentation delivered in connection therewith (each of which, including any amendments, shall be in form and substance satisfactory to Agent);

        (c)   Inverness Australia shall at all times constitute an Excluded European Subsidiary; provided , that, notwithstanding the foregoing, at any time at the request of Agent, Borrowers shall take all actions necessary to cause Inverness Australia to join the Credit Agreement and the other Loan Documents as a European Credit Party and, in connection therewith, shall cause Inverness Australia to take such actions and execute and deliver such documents as Agent may reasonably request; provided , that, the Credit Parties shall not be liable for or required to reimburse Agent or Lenders for any stamp duty or other taxes that may be required to be paid by Agent or Lender in connection with such request by Agent (unless such request is made in connection with (i) any request by the Credit Parties for consent to take any action that would, without the prior consent of the Agent and the Requisite Lenders, result in a breach of Sections 3(a) , 3(d) or 3(e) hereof, or (ii) any action by any of the Credit Parties or any Excluded Subsidiary in violation of Sections 3(a) , 3(d) or 3(e) ) to the extent such stamp duty or other tax results solely from the guarantee of Inverness Australia of obligations of the Credit Parties in excess of the value of the assets and other property of Inverness Australia at such time; and

        (d)   until such time, if any, as Inverness Australia has joined the Credit Agreement and the other Loan Documents as a European Credit Party, none of the Credit Parties, nor any Excluded Subsidiary, shall pay, transfer, lend or otherwise provide any monies or assets to Inverness Australia (other than the amounts set forth in Section 3(a) above;

        (e)   until such time, if any, as Inverness Australia has joined the Credit Agreement and the other Loan Documents as a European Credit Party, Inverness Australia hereby covenants and agrees with Agent and Lenders that it shall not (a) create, incur, assume or permit to exist any

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Indebtedness, other than intercompany indebtedness permitted under Section 3(a) above or (b) create, incur, assume or permit to exist any Lien on or with respect to any of its properties or assets (whether now owned or hereafter acquired) except for Permitted Encumbrances.

        The Borrowers and each of the other Credit Parties hereby acknowledge and agree that the failure of the deliveries or conditions set forth above in this Section 3 to be satisfied within the time period set forth above, if any, or the breach of any of the covenants set forth above shall constitute an immediate Event of Default under the Credit Agreement.

        4.     Agreement by Borrowers and Other Credit Parties Regarding Australian Acquisition.     The Borrowers and each of the other Credit Parties hereby acknowledge and agree that, prior to or simultaneously with the consummation of the Australian Acquisition (or within such period of time as is expressly provided below):

        (a)     Satisfaction of Conditions.     Agent shall have received evidence satisfactory to Agent that each of the conditions set forth in Section 6.1(ii)-(x) (other than clauses (v) and (viii) thereof) of the Credit Agreement has been satisfied in connection with the Australian Acquisition.

        (b)   Inverness Australia shall provide evidence of the termination of the (A) fixed and floating charge granted by ACSI to Grandlodge (ASIC Charge No. 1077366) and (B) fixed and floating charge granted by ACSI in favor of Westpac Banking Corporation (ASIC Charge No. 1077366).

        (c)     Pledge Amendment.     If requested by Agent, within 30 days of the date of such request, Agent shall have received a pledge amendment to that certain Pledge Agreement, dated as of September 30, 2003, by and among Swissco and Agent (as amended, the " Swiss Pledge Agreement "), in form and substance satisfactory to Agent, duly executed by an authorized officer of Swissco, pursuant to which Swissco pledges one hundred percent (100%) of the issued and outstanding Stock of Inverness Australia (the " Inverness Australia Stock ") to Agent, together with all collateral and ancillary documentation required by the Swiss Pledge Agreeme