AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 99.2

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into on April 29, 2009 and effective as of April 30, 2009, by and between Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), each of the other parties signatory from time to time hereto (the “Investors”), and for purposes of the co-sale rights in Sections 9 and 11 only, Xxx Xxxxxxxxx, the Chief Executive Officer of the Company (the “Company Executive”).

RECITALS

WHEREAS, the Company, ABON BioPharm (Hangzhou) Co., Ltd., a Chinese limited liability company (“ABON”), ACON Biotech (Hangzhou) Co., Ltd., a wholly foreign owned enterprise established in the People’s Republic of China (“ACON Bio”), AZURE Institute, Inc., a California corporation (“AZURE”), ACON Laboratories, Inc., a California corporation (“ACON Labs”), GENCLONN BIOTECH (HANGZHOU) CO., LTD., a Chinese limited liability company (“Genclonn”), LBI Inc., a British Virgin Islands company (“LBI”), New Hampton Inc., a Cayman Islands company (“New Hampton”), NJI, Inc., a Cayman Islands company (“NJI”), Oakville Hong Kong Co., Ltd., a Hong Kong company (“Oakville”), Sincerita Ltd., a British Virgin Islands limited liability company (“Sincerita”), Karsson Overseas Ltd., a British Virgin Islands Company (“Karsson”), and Rich Horizons International Ltd., a British Virgin Islands company (“Rich Horizons”) (collectively, the “ACON Entities”), Xxxx Xxx and Xxxxx Xxx (the “Management Team”) (collectively with the ACON Entities, the “Seller Entities” and the Seller Entities together with their Affiliates, the “SE Investors”) are parties to various agreements relating to the Company’s purchase of the First Territory Business and the New Facility (as such terms are defined in the First Territory and New Facility Acquisition Agreement).

WHEREAS, in connection with the First Closing and the New Facility Closing and pursuant to the acquisition agreement dated as of February 24, 2006, by and among the Company and the Seller Entities named on the signature pages thereto (the “First Territory and New Facility Acquisition Agreement”), the Investors received shares of common stock of the Company, par value $.001 per share (the “Common Stock”) as consideration for the sale of the First Territory Business and the New Facility.

WHEREAS, the Company, certain of the Investors (the “Prior Investors”) and the Company Executive previously entered into an Investor Rights Agreement dated March 31, 2006 (the “Prior Agreement”), the execution and delivery of which were inducements and conditions precedent to the consummation of the transactions contemplated in, including the issuance by the Company of the Common Stock under, the First Territory and New Facility Acquisition Agreement.

WHEREAS, the Company, ACON Labs, AZURE, Oakville, ACON Bio and Karsson entered into an acquisition agreement dated as of March 16, 2009 (the “Second Territory Acquisition Agreement”) pursuant to which the Company has agreed to purchase from certain of the Seller Entities, and such Seller Entities have agreed to sell to the Company, the First

Amended and Restated Investor Rights Agreement

Territory Business in all other territories other than the First Territory (the “Second Territory Business”).

WHEREAS, in connection with the purchase and sale of the Second Territory Business under the Second Territory Acquisition Agreement, the Company has agreed to deliver the Common Stock portions of the consideration for the Second Territory Business in three separate installments, (a) as provided in Section 3.1(a)(ii) of the Second Territory Acquisition Agreement, (b) on the First Subsequent Payment Date (as defined in the Second Territory Acquisition Agreement) and (c) on the Second Subsequent Payment Date (as defined in the Second Territory Acquisition Agreement). Each of such dates on which an installment is due is referred to herein individually as a “Payment Date” and collectively as the “Payment Dates”.

WHEREAS, in connection with the foregoing, the Company may issue shares of Common Stock to the Investors on one or more of the Payment Dates (each, an “Issuance” and the date of such Issuance, an “Issuance Date”).

WHEREAS, the Investors or other holders of Registrable Securities issued under the First Territory and New Facility Acquisition Agreement have sold or otherwise disposed of all such Registrable Securities prior to the date hereof and such Persons have no rights as to the registration for resale of such Registrable Securities.

WHEREAS, the Investors listed on the signature pages hereto represent all of the Prior Investors party to the Prior Agreement and none of such Investors, or any other Person, holds any Registrable Securities issued under the First Territory and New Facility Acquisition Agreement.

WHEREAS, the Company, the Investors, and the Company Executive wish to amend and restate the Prior Agreement as set forth herein to provide, among other things, that the shares of Common Stock to be acquired by the Investors on each Payment Date, if any, shall be Registrable Securities hereunder.

WHEREAS, the execution and delivery of this Agreement by the Company Executive is for the exclusive and sole purpose of enforcing Section 9 of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and in the First Territory and New Facility Acquisition Agreement and the Second Territory Acquisition Agreement, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Definitions. Unless otherwise set forth in this Agreement, all capitalized terms shall have the meaning set forth in the First Territory and New Facility Acquisition Agreement. As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” of a Person shall mean any person or entity which directly or indirectly controls, is controlled by, or is under common control with such person or entity.

Amended and Restated Investor Rights Agreement

“Change of Control” shall refer to any (i) merger or consolidation of the Company, other than a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold, directly or indirectly, greater than fifty percent (50%) of the voting power of the surviving or acquiring entity after such merger or consolidation, (ii) sale, lease, exchange or other disposition of all or substantially all of its property and assets or (iii) similar transaction or series of transactions involving an acquisition of the Company.

“Company” shall have the meaning set forth in the preamble and shall include the Company’s successors by merger, acquisition, reorganization or otherwise.

“Closing” shall refer to each of the First Closing, the New Facility Closing, the date on which payment of a portion of the consideration for the Second Territory Business is due under Section 3.1(a)(ii) of the Second Territory Acquisition Agreement, the First Subsequent Payment Date (as defined in the Second Territory Acquisition Agreement) and the Second Subsequent Payment Date (as defined in the Second Territory Acquisition Agreement).

“Closing Date” shall refer to the date on which each Closing occurs, as applicable.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” shall mean the common stock and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any similar successor federal statute, and the rules and regulations of the Commission thereunder.

“Person” shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof.

“Registrable Securities” shall mean (i) any shares of Common Stock issued to the Investors in connection with any Closing, and (ii) any other securities issued or issuable with respect to any such shares described in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Registration Expenses” shall mean the expenses so described in Section 5 hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, or any similar successor federal statute, and the rules and regulations of the Commission thereunder.

Amended and Restated Investor Rights Agreement

“WKSI” shall mean a well-known seasoned issuer as defined under Rule 405 of the Securities Act.

2. Registration Rights.

(a) Shelf Registration. After each relevant Issuance Date, subject to the terms and conditions of this Agreement, the Company shall use commercially reasonable efforts as described in this Section to register for resale on a delayed or continuous basis the Registrable Securities on a shelf registration statement on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act (together with any other form that the Company may be able to use in order to register the Common Stock in the event a Form S-3 registration statement is not then available to the Company, the “Registration Statement”). The Company shall cause such Registration Statement to be filed with the Commission as soon as reasonably practicable after each relevant Issuance Date, which shall in no event be more than three (3) business days after each Issuance Date occurring under the Second Territory Acquisition Agreement. If the Company is eligible as a WKSI at the time of filing, such Registration Statement shall utilize the automatic shelf registration statement process under Rule 415 and Rule 462 under the Securities Act, and in connection therewith, the Company shall make any other filings with the Commission required to be made prior to the effectiveness of the Registration Statement, including, if required, a Current Report on Form 8-K with respect to the closing of the transactions contemplated by the Second Territory Acquisition Agreement and all financial statements required to be included therein; provided, that the Seller Entities (as defined in the Second Territory Acquisition Agreement) have fulfilled their obligations under Section 6.4 of the Second Territory Acquisition Agreement to provide such financial statements for such Form 8-K filing with the Commission, solely to the extent necessary. If the Company is not eligible as a WKSI at the time of filing, the Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable after the filing thereof, but in any event within one hundred and thirty-five (135) days after each relevant Issuance Date; provided, that the Investors provide the Company with all information required to be provided by the second paragraph of Section 2(c) below.

(b) Piggyback Registration. If the Company at any time proposes to register any of its securities under the Securities Act for sale to the public it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so; provided, however, that no such notice or registration shall be required for (i) a registration effected solely to implement an employee benefit plan, (ii) a transaction to which Rule 145 of the Securities Act is applicable, (iii) a registration solely in connection with a merger or acquisition not involving the Investors or their Affiliates, (iv) registration effected by a “shelf” registration statement on Form S-3 or the other appropriate form for a primary offering by the Company (with no selling stockholders) to be made on a continuous basis pursuant to Rule 415 of the Securities Act (or such successor rule or similar provision therein effect), (v) a registration statement on Form X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public or (vi) a registration effecting a primary offering of the Company’s securities without any selling stockholders (whether or not such registration is an underwritten offering). Upon the written request of any of such holders of the Registrable Securities, given within twenty (20) days after receipt by such Person of such notice, the

Amended and Restated Investor Rights Agreement

Company shall, subject to the limits contained in this Section 2(b), use its commercially reasonable efforts to cause all such Registrable Securities of the requesting holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law which such holders may reasonably request, all to the extent required to permit such sale or other disposition of their Registrable Securities. If a holder of Registrable Securities decides not to include all of its Registrable Securities in any Registration Statement filed by the Company pursuant to this Section 2(b), such holder of Registrable Securities shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth in this Agreement.

(c) Postponement of Effectiveness. Upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event which makes any statement made or incorporated in the Registration Statement or related prospectus untrue or which requires the making of any changes in such Registration Statement or prospectus (or the information incorporated therein) so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, each holder of Registrable Securities registered under such Registration Statement shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such holder’s receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. In the event that the Company shall give any Suspension Notice, the Company shall use commercially reasonable efforts to render the Advice and end the suspension period as promptly as reasonably practicable. Notwithstanding the foregoing, in no event shall the Company issue more than two (2) Suspension Notices in any twelve (12) month period and the aggregate number of days in which a Suspension Notice or Suspension Notices are in effect exceed an aggregate of one hundred twenty (120) days in such twelve (12) month period. The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective and in compliance with applicable laws until the earlier of (i) such time as all Registrable Securities have been sold pursuant to the Registration Statement or (ii) the date on which the Investors may sell all of the Registrable Securities covered by a registration statement under Rule 144 of the Securities Act during any ninety (90)-day period without volume limitations (the first to occur, the “Expiration Date”).

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information as is required to be included with respect to such seller in a registration statement including information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities, which information may be requested pursuant to an investor questionnaire prepared for such purpose and the Company may exclude from such registration the Registrable Securities of any holder of Registrable Securities who unreasonably fails to furnish such information within a reasonable time after receiving such request; provided, however, that the

Amended and Restated Investor Rights Agreement

Company shall give such holder at least five (5) business days prior written notice before any such exclusion.

Each Investor will be deemed to have agreed by virtue of its execution and delivery of this Agreement and its acquisition of Registrable Securities that, upon receipt of any notice from the Company of a Suspension Notice as set forth in Section 2(c) such Investor will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or prospectus until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2(c) hereof, or until it receives Advice that the use of the prospectus may be resumed and such Investor has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. Further, each Investor acknowledges and agrees that its receipt of a Suspension Notice may constitute material, non-public information under federal and/or applicable state securities laws.

3. Registration Procedures.

When the Company is required pursuant to the provisions of this Agreement to effect the registration of any of its securities under the Securities Act, the Company will:

(a) prepare and file with the Commission a registration statement on the appropriate form under the Securities Act with respect to such securities, which form shall comply in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use its commercially reasonable efforts to cause such registration statement to become and remain effective until completion of the proposed offering;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the Expiration Date and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the seller or sellers of such securities shall desire to sell or otherwise dispose of the same, but only to the extent provided in this Agreement;

(c) file and use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such other securities or state securities or “blue sky” laws of such jurisdictions as each selling holder shall reasonably request, and do any and all other acts and things that may be necessary under such state securities or “blue sky” laws to enable such selling holder to consummate the public sale or other disposition in such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation or consent to service of process in any jurisdiction wherein it is not so qualified or has not so consented;

(d) make generally available to the holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than forty-five (45) days after the end of the twelve (12)-month period beginning with the first (1st) day of the Company’s first

Amended and Restated Investor Rights Agreement

fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said twelve (12)-month period, and which requirement will be deemed to be satisfied if the Company satisfies the requirements of Rule 158 under the Securities Act and otherwise complies with all applicable rules and regulations of the Commission;

(e) if the Registrable Securities are of a class of securities that is listed on a national securities exchange, file copies of any prospectus with such exchange in compliance with Rule 153 under the Securities Act so that the holders of Registrable Securities benefit from the prospectus delivery procedures described therein;

(f) cooperate with each holder and each underwriter, if any, participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”), including, if appropriate, the pre-filing of a prospectus as part of a shelf registration statement in advance of an underwritten offering;

(g) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act;

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case no later than the effective date of such registration;

(i) comply with the requirements of the New York Stock Exchange or any other relevant exchange for listing the Registrable Securities prior to or concurrent with the effectiveness of the registration statement;

(j) provide copies to and permit legal counsel designated by the holders to review each registration statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the Commission;

(k) furnish to the holders of Registrable Securities and their legal counsel by electronic transmission (i) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company (but not later than three (3) business days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any registration statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the Commission or the staff of the Commission, and each item of correspondence from the Commission or the staff of the Commission, in each case relating to such registration statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each holder of Registrable Securities may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor that are covered by the related registration statement;

Amended and Restated Investor Rights Agreement

(l) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order as soon as reasonable practicable;

(m) promptly notify the holders of Registrable Securities at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act, upon the Company’s becoming aware that the prospectus included in a registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such holder, promptly prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(n) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and

(o) if, at any time the Company is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement used to effect registration under Section 2, the Company determines that it is not a WKSI, promptly amend the Registration Statement onto a form the Company is then eligible to use or file a new Registration Statement on such form, and keep such Registration Statement effective in accordance with the requirements otherwise applicable under this Agreement.

4. Indemnification.

(a) Indemnification by the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Investor, the members, owners, partners, officers, directors, employees, agents, successors and assigns of each Investor, and each Affiliate of such Investor (individually and collectively the “Indemnified Person”), against any losses, claims, damages, or liabilities (individually and collectively, the “Liability”) (joint or several) to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as any Liability (or actions or proceedings in respect thereof) arises out of or is based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation of the Securities Act, or any applicable federal or state securities law or any rule or regulation promulgated under the Securities Act, or any applicable federal or state securities law in connection with the offering covered by such

Amended and Restated Investor Rights Agreement

registration statement. Except as otherwise provided in Section 4(c), the Company will pay promptly, as incurred, to each such Indemnified Person any reasonable legal or other expenses reasonably incurred by them in connection with investigating, or preparing to defend or defending any Liability; provided however, that the agreement to indemnify contained in this Section 4(a) shall not apply to amounts paid in settlement of any Liability or action to the extent that such Liability arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished by or on behalf of such Investor expressly for use in connection with such registration statement and provided further, that the Company shall not be required to indemnify any Person against Liability that arises out of the failure of any Person to deliver a prospectus as required by the Securities Act regardless of any investigation made by or on behalf of such Indemnified Person. The Company’s indemnification obligations shall survive any transfer by such Investor of its Registrable Securities.

(b) Indemnification by Investors. To the extent permitted by law, each Investor agrees to indemnify and hold harmless the Company, each officer of the Company who signs a registration statement covering Registrable Securities and each director of the Company, any other stockholder selling shares of Common Stock in such registration statement, employees, agents, successors, assigns and any Affiliate of the Company or such other stockholder (individually and collectively also the “Indemnified Person”), from and against any Liability (joint or several) to which any such Indemnified Person may become subject (under the Securities Act or otherwise), insofar as such Liability (or actions or proceedings in respect thereof) arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission occurs in reliance upon and conformity with written information furnished by such Investor expressly for use in connection with such registration statement. The liability of any Investor for indemnification contained in this Section 4(b) shall not exceed the net proceeds from the sale of shares of Common Stock sold under such Registration Statement received by such Investor, except in the case of willful fraud, or intentional misstatement or omission by such Investor. Each Investor’s indemnification obligations shall survive any transfer by such Investor of its Registrable Securities.

(c) Conduct of Indemnification Proceedings. In the event the Company, any Investors or other Indemnified Person receives a complaint, claim or other notice of any liability or action, giving rise to a claim for indemnification under Sections 4(a) or 4(b)above, the Person claiming indemnification under such paragraphs shall promptly notify the Person against whom indemnification is sought (the “Indemnifying Person”) of such complaint, notice, claim or action, and the Indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability or action; provided, that the failure to promptly give notice shall not relieve the Indemnifying Person from any Liability except to the extent that it is materially prejudiced by the failure or delay of the Indemnified Person in giving such notice. If any such complaint, claim or other notice of any Liability or action is brought against any Indemnified Person and it notifies the Indemnifying Person of its commencement, the Indemnifying Person will be entitled

Amended and Restated Investor Rights Agreement

to participate in and, to the extent that it elects by delivering written notice to the Indemnified Person promptly after receiving notice of the commencement of the action from the Indemnified Person, jointly with any other Indemnifying Person similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the Indemnified Person, and after notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense, the Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the Indemnified Person in connection with the defense. The Indemnified Person shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel shall be at the expense of the Indemnified Person unless (i) the employment of counsel by the Indemnified Person has been authorized in writing by the Indemnifying Person, (ii) the Indemnified Person has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Indemnifying Person or Persons, (iii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Person) between the Indemnified Person and the Indemnifying Person (in which case the Indemnifying Person shall not have the right to direct the defense of such action on behalf of the Indemnified Person) or (iv) the Indemnifying Person has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action or has failed to employ counsel reasonably satisfactory to such Indemnified Person, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Person or Persons. The Indemnifying Person or Persons shall not, unless there exists a conflict of interest among the Indemnified Persons, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any time for all such Indemnified Persons. All such fees, disbursements and other charges shall be reimbursed by the Indemnifying Person promptly as they are incurred. An Indemnifying Person shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No Indemnifying Person shall, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 4 (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Person from all liability arising or that may arise out of such claim, action or proceeding, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (iii) does not commit the Indemnified Person to take, or to forbear to take, any action. If a settlement is reached with such consent or if a final judgment is entered for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment.

(d) Contribution. If the indemnification provided for in this Section 4 from the Indemnifying Person is held by a court of competent jurisdiction to be unavailable to an Indemnified Person hereunder in respect of any Liability or expenses referred to herein, then the Indemnifying Person, in lieu of indemnifying such Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Liability or expenses in

Amended and Restated Investor Rights Agreement

such proportion as is appropriate to reflect the relative fault of the Indemnifying Person and Indemnified Persons in connection with the actions which resulted in such Liability or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Person and Indemnified Persons shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact, has been made by, or relates to information supplied by, such Indemnifying Person or Indemnified Persons, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The amount paid by an Indemnifying Person or payable to an Indemnified Person as a result of the Liabilities or expenses referred to in this Section 4 shall be deemed to include, subject to limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 4 shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Persons or any other officer, director, employee, agent or controlling person of the Indemnified Persons.

5. Registration Expenses.

All expenses incurred by the Company or the holders of Registrable Securities in effecting the registrations provided for in Section 2 including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, expenses of any audits incident to or required by any such registration and expenses of complying with the state securities or “blue sky” laws of any jurisdictions (all of such expenses referred to as “Registration Expenses”), shall be paid by the Company whether or not the registration statement to which such Registration Expenses relate becomes effective; provided, however, that the Company shall not be liable (and shall be reimbursed by the participating holders) for any Registration Expenses if such registration statement does not become effective as a result of the actions or omissions of the holders of Registrable Securities participating in the registration. Registration Expenses shall not include any fees and disbursements of counsel or any other professional advisors for the Investors. Notwithstanding the foregoing provisions of this Section 5, the provisions contained in the First Territory and New Facility Acquisition Agreement and in the Second Territory Acquisition Agreement regarding payment of costs for audits of financial statements for First Territory Business (including related manufacturing operations) and Second Territory Business shall control.

Amended and Restated Investor Rights Agreement

6. Investment Representations. Each Investor hereby represents and warrants to the Company as follows:

(a) Each Investor is an “accredited investor” as defined in Regulation D under the Securities Act, and has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the relative risks and merits of an investment in the Regsistrable Securities.

(b) Each Investor has had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on the Company’s behalf, concerning the terms and conditions of the Registrable Securities. In addition, each Investor has read or reviewed and is familiar with the Company’s annual report on Form 10-K for the Company’s fiscal year ended December 31, 2008 (as to the extent amended) and each subsequently filed report on Forms 10-K, 10-Q and 8-K, and amendments thereto, as filed with the Commission under the Exchange Act and as the same may be amended.

(c) Each Investor represents that the shares of Common Stock to be acquired by such Investor pursuant to the terms of the Second Territory Acquisition Agreement are being acquired solely for such Investor’s own account, for investment and not with a view to or for the resale or distribution thereof (except as such shares may be resold as contemplated by Section 6(d) hereof); such Investor has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto that would render the Company unable to rely on the safe harbor set forth in Regulation D under the Securities Act for the issuance of the Common Stock under the Second Territory Acquisition Agreement.

(d) Such Investor acquiring shares of Common Stock under the Second Territory Acquisition Agreement understands that the shares of Common Stock have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction and are being offered and issued by the Company under the Second Territory Acquisition Agreement in reliance upon exemptions for private offerings. Such Investor acquiring such Common Stock acknowledges and is aware that there are substantial restrictions on the transferability of the Common Stock; the Common Stock to be issued under the Second Territory Acquisition Agreement cannot be resold unless they are registered under the Securities Act and qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such registration or qualification is available. Each Investor acknowledges that the sole obligation of the Company to register shares of Common Stock under the Securities Act are pursuant to the terms and conditions of this Agreement, and that the Company has no obligation to register any securities of the Company other than Common Stock pursuant to this Agreement.

7. Lock Up.

Each Investor agrees, if so requested by the Company or an underwriter in connection with any public offering of securities by the Company, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares of capital stock of the Company held by it for such period, not to exceed ninety (90) days following

Amended and Restated Investor Rights Agreement

the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s public offering of securities, as the Company or such underwriter shall specify reasonably and in good faith, provided, however, that all executive officers and directors of the Company enter into similar agreements.

8. Rule 144.

The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Investor holding shares of Common Stock issued in connection with the transactions contemplated by the First Territory and New Facility Acquisition Agreement and the Second Territory Acquisition Agreement made after the first anniversary of each relevant Issuance Date, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as any such Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell shares of Common Stock issued in connection with the transactions contemplated by the First Territory and New Facility Acquisition Agreement and the Second Territory Acquisition Agreement without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon request, the Company will provide to an Investor written certification of its compliance with the provisions of this Section 8.

9. Co-Sale Right.

For as long as the SE Investors maintain ownership of at least fifty percent (50%) of the aggregate number of shares of Common Stock issued in connection with the Closings (including Common Stock issued as part of any payment of purchase price, or any adjustment thereto, required under Section 3 of the First Territory and New Facility Acquisition Agreement), the Company Executive shall sell shares of Common Stock (a “CEO Sale”) owned by him only pursuant to and in accordance with the following provisions of this Section 9.

(a) Co-Sale Notice. As soon as practicable, and in no event later than ten (10) days prior to the anticipated sale date of his shares, the Company Executive shall provide notice to each SE Investor (the “Co-Sale Notice”) of his or its right to participate in the CEO Sale on a pro rata basis with the Company Executive (the “Co-Sale Option”).

(b) Investor Acceptance. Each SE Investor shall have the right to exercise his or its Co-Sale Option by giving written notice of such intent to participate (the “Co-Sale Acceptance Notice”) to the Company Executive within seven (7) days after receipt by such SE Investor of the Co-Sale Notice (the “Co-Sale Election Period”). Each Co-Sale Acceptance Notice shall indicate the maximum number of shares of Common Stock subject thereto which the SE Investor wishes to sell, including the number of shares of Common Stock it would sell if one or more other SE Investors do not elect to participate in the sale on the terms and conditions stated in the Co-Sale Acceptance Notice.

Amended and Restated Investor Rights Agreement

(c) Allocation of Shares. Each SE Investor shall have the right to sell a percentage of his or its shares of Common Stock pursuant to the CEO Sale which is equal to or less than the percentage obtained by multiplying one hundred by a fraction, the numerator of which is the total number of shares of Common Stock owned by the Company Executive which are to be sold in the CEO Sale and the denominator of which is the total number of shares of Common Stock owned by the Company Executive, in each case as of the date of the Co-Sale Notice, subject to increase as hereinafter provided. In the event any SE Investor does not elect to sell the full amount of such shares of Common Stock which such SE Investor is entitled to sell pursuant to this Section 9, then any SE Investors who have elected to sell shares of Common Stock shall have the right to sell, on a pro-rata basis (based on the number of shares of Common Stock held by each such SE Investor) with any other SE Investors and up to the maximum number of shares of Common Stock stated in each such SE Investor’s Co-Sale Acceptance Notice, any shares of Common Stock not elected to be sold by such SE Investor.

(d) Co-Sale Closing. The Company Executive shall promptly notify each participating SE Investor of the number of shares of Common Stock held by such SE Investor that will be included in the sale and the date on which the CEO Sale will be consummated. Each participating SE Investor may effect its participation in any CEO Sale hereunder by delivery to the Company, or to the Company Executive for delivery to the purchaser, of one or more instruments or certificates, properly endorsed for transfer, representing the shares of Common Stock it elects to sell pursuant thereto. At the time of consummation of the CEO Sale, the Company shall remit directly to each participating SE Investor that portion of the sale proceeds to which the participating SE Investor is entitled by reason of its participation with respect thereto. No shares of Common Stock may be purchased by the purchaser from the Company Executive unless the purchaser simultaneously purchases from the participating SE Investors all of the shares of Common Stock that they have elected to sell pursuant to this Section 9.

(e) Sale to Third Party. Any shares of Common Stock held by the Company Executive that are the subject of the CEO Sale and that the Company Executive desires to sell following compliance with this Section 9, may be sold to the purchaser only during the period specified in Section 9 and only on terms no more favorable to the Company Executive than those contained in the Co-Sale Notice. Promptly after such sale, the Company Executive shall notify the Company, which in turn shall promptly notify all the SE Investors, of the consummation thereof and shall furnish such evidence of the completion and time of completion of the sale and of the terms thereof as may reasonably be requested by the SE Investors.

(f) Exceptions. The Company Executive shall not be required to comply with this Section 9 for sales of Common Stock (i) occurring after the Company Executive is no longer an executive officer (including Chairman of the Board) or a director of the Company, (ii) made in accordance with the manner of sale described in Rule 144(f) of the Securities Act or (iii) transfers of Common Stock in transactions which are not sales, such as bona fide gifts or transfers to Affiliates of the Company Executive or transfers to family members (or trusts for the benefit of the Company Executive or his family members), so long as each such transferee agrees in writing for the benefit of the SE Investors to be bound by this Section 9 in the same manner as the Company Executive is bound solely with respect to the shares of Common Stock transferred after the date hereof by the Company Executive to such transferee in accordance with Section

Amended and Restated Investor Rights Agreement

9(f)(iii). For purposes of the foregoing, “family members” shall mean all lineal ancestors and descendents of the Company Executive and all siblings (and their ancestors and descendents) of any of the foregoing.

10. Valuation Covenant. Each Investor and any person who becomes a party to this Agreement in connection with the transactions contemplated under the Second Territory Acquisition Agreement or pursuant to Section 11(c) below agrees that he, she or it will not acquire any additional voting securities of the Company after the date hereof if such acquisition would result in the ownership of voting securities of the Company valued at greater than $63.1 million by an acquiring person affiliated with the SE Investors, as determined pursuant to the rules set forth in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, 15 U.S.C. sec. 18a, and the implementing regulations thereunder, 16 C.F.R. Parts 801-803. For purposes of this Section the value of voting securities of the Company under this Section 10 is determined by the regulations referenced in the preceding sentence.

11. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may be amended, modified, supplemented or waived with the prior written consent of the Company and the Investors holding a majority in interest of the Registrable Securities. In addition to the foregoing sentence, Section 10 and this Section 11(a) may not be amended without the prior written consent of the Company Executive.

(b) Notices. Except as set forth below, all notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by electronic transmission, telex or telecopier, registered or certified mail (return receipt requested), postage prepaid or courier or overnight delivery service to the Company and the Company Executive at the following address, to the SE Investors at the following address or to an Investor at the address set forth beneath such Investor’s name on the signature pages hereto (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof).


If to the Company or
Company Executive:		Inverness Medical Innovations, Inc.
		00 Xxxxxx Xxxx, Xxxxx 000
		Xxxxxxx, XX 00000
		Attn: General Counsel
		Attn: Chief Executive Officer
		Facsimile: (000) 000-0000

With a copy to:		Xxxxxxx Procter LLP
		Xxxxxxxx Xxxxx
		Xxxxxx, XX 00000
		Attn: Xxxxx X. Xxxxxx, Esq.
		Facsimile: (000) 000-0000

Amended and Restated Investor Rights Agreement


		Email: xxxxxxx@xxxxxxxxxxxxxx.xxx

If to the SE Investors:		ACON Laboratories, Inc.
		0000 Xxxxxxxx Xxxxxx Xxxxxxxxx,
		Xxx Xxxxx, XX 00000
		Attn: General Counsel
		Facsimile Number: (000) 000-0000
		Email: xxxxxxxxx@xxxxxxxx.xxx

With a copy to:		Xxxxx Xxx
		c/o Xxxxx Xxx
		00000 Xxxxxxxx Xxxxxxxx #000
		Xxx Xxxxx, XX 00000
		Facsimile: (000) 000-0000
		Email: xxxx@xxxxxxxx.xxx; xxxx@xxxxxxxx.xxx

		Xxxx Xxx
		Acon Biotech (Hangzhou) Co., Ltd.
		No. 398 Tianmu Shan Road
		Gudang Science, Technology and Economic
		Development Park
		Hangzhou City
		Zhejiang Province
		P. R. China
		Post code: 310023
		(Address in Chinese:

		Facsimile: 00-000-0000-0000
		Email: xxxx.xxx@xxxxxxx.xxx.xx

With a copy to:		Xxxxxxxx & Xxxxxxxx LLP
		00000 Xxxx Xxxxx Xxxxx, Xxxxx 000
		Xxx Xxxxx, Xxxxxxxxxx 00000
		Attn: Xxxxxx X. Xxxxxx
		Facsimile Number: (000) 000-0000
		Email: xxxxxxx@xxxx.xxx

(c) Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the successors and assigns of the Company. This Agreement may not be assigned by any Investor without the prior written consent of the Company; provided, however, that each Investor shall be permitted to assign the rights under this Agreement without such consent to any person to whom such Investor sells, gifts or otherwise transfers any of

Amended and Restated Investor Rights Agreement

the Registrable Securities provided that the Company is notified in writing at least three (3) days prior to such sale, gift or transfer and such person delivers an executed copy of the Instrument of Accession attached hereto as Exhibit A for SE Investors and Exhibit B for Investors. Notwithstanding the foregoing, each Investor shall be permitted to assign the rights under Section 9 of this Agreement only if such sale, gift or transfer is to an Affiliate of such Investor. Except as otherwise provided in this Section 11(c), any attempted assignment by any Investor will be void and of no effect. Notwithstanding the foregoing, each of the indemnified parties shall be entitled to enforce the covenants set forth in Section 4 hereof. hereof.

(d) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same instrument.

(e) Headings. The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning hereof.

(f) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, as applied to contracts made and performed within the State of Delaware, without regard to principles of conflict of laws.

(g) Dispute Resolution. If a dispute arises out of, relates to, or is connected with this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation in accordance with the International Mediation Rules of the International Centre for Dispute Resolution (“ICDR”) before resorting to arbitration, litigation, or other dispute resolution procedure. The mediation will be held in Chicago, Illinois. The mediation will be conducted by a single mediator. The mediation will take place within thirty (30) calendar days of the appointment of a mediator. Within five (5) calendar days of the submission of a written demand for mediation by either party, the parties will exchange lists of three (3) proposed mediators. The parties will have five (5) calendar days to make any good faith objection to any of the proposed mediators. The resulting list of proposed mediators will be submitted to the ICDR, and, within five (5) business days, the ICDR will appoint one of the proposed mediators. Upon the lapse of the thirty (30) days, either party may require that the parties proceed with the arbitration, in lieu of mediation.

Except with respect to injunctive relief, which may be sought in a court of competent jurisdiction, as more specifically set forth below, all disputes, claims, or controversies arising out of or relating to, or in connection with this Agreement or any other agreement executed and delivered pursuant to this Agreement or the negotiation, validity or performance hereof and thereof or the transactions contemplated hereby and thereby that are not resolved by mutual agreement shall be resolved solely and exclusively by binding arbitration to be conducted before the ICDR or its successor. The arbitration shall be held in Chicago, Illinois before a single arbitrator and shall be conducted in accordance with the rules and regulations promulgated by the ICDR unless specifically modified herein.

Amended and Restated Investor Rights Agreement

Within five (5) business days of the submission of a written demand for arbitration, each party may submit the names of three (3) proposed arbitrators to the ICDR. Within five (5) business days of receiving the names of each parties’ proposed arbitrators, the ICDR shall send simultaneously to each party to the dispute an identical list of ten (10) names of persons to be chosen as an arbitrator for the dispute. This list shall include the six (6) arbitrator names provided by the parties, and four (4) names chosen by the ICDR. Each party shall have five (5) business days from the transmittal date in which to strike up to four (4) names objected to, number the remaining names in order of preference, and return the list to the ICDR. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual preference to the extent possible, the ICDR will appoint one of the proposed arbitrators within five (5) business days of receipt of the ranked list from the parties.

The arbitrator shall apply the substantive laws of the State of Delaware without regard to conflicts of laws principles. The interpretation and enforcement of this Section, and any order or award entered hereunder, shall be governed by the Federal Arbitration Act, without reference to the Delaware Uniform Arbitration Act.

The parties covenant and agree that the arbitration hearing shall commence within six (6) weeks of the date on which the arbitrator is appointed. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than fifteen (15) days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration, considered by the arbitrator, or used by a party’s witness, or used or considered by any expert. The arbitrator’s decision and award shall be made and delivered within eight (8) weeks of the date on which the arbitrator is appointed. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. The arbitrator, however, is authorized to award declaratory relief, regardless of whether the request for declaratory relief involves an actual case or controversy. The arbitrator shall, upon a finding that it is impracticable to meet one or more of the deadlines set forth in this Section consistent with his or her primary obligation justly to determine the controversy before him or her in a timely and reasonable manner, have discretion to alter such deadlines.

The parties covenant and agree that they will participate in the arbitration in good faith, that they will share equally the fees and expenses of the International Centre for Dispute Resolution and that they will each bear their own attorneys’ fees and expenses, except as otherwise provided herein. The arbitrator may in his or her discretion assess costs and expenses (including the reasonable attorneys’ fees and expenses of the prevailing party) against any party to a proceeding. Any party unsuccessfully refusing to comply with an order of the arbitrators

Amended and Restated Investor Rights Agreement

shall be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. This Section 0 applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm.

The parties submit to the non-exclusive jurisdiction of any state or federal court located in the State of Illinois, the United States of America, for the resolution of any dispute or enforcement of any right arising out of or relating to this Agreement, including enforcement of this agreement to arbitrate and confirmation or enforcement of any award rendered by the arbitrator, and the parties waive any objection to the venue, personal jurisdiction, or convenience as a forum of these courts for such purpose. The decision of the arbitrator shall be final and binding on the parties and enforceable in accordance with the New York Convention on the Recognition and Enforcement of Arbitral Awards.

Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its or his submission to jurisdiction and its or his consent to service of process by mail are made for the express benefit of the other parties hereto.

(h) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein will remain in full force and effect and will in no way be affected, impaired or invalidated, and the parties hereto will use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.

(i) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such subject matter.

(j) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party, as determined by the court, will be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

(k) Notification Regarding Common Stock. Upon request from the Company, each Investor hereby agrees to provide the Company with the number of shares of Common Stock then held by such Investor within ten (10) days of receipt of such request from the Company; provided, however, that if a request is made pursuant to this Section 11(k) in connection with the delivery of a Co-Sale Notice pursuant to Section 9(a), then such SE Investor

Amended and Restated Investor Rights Agreement

hereby agrees to provide the Company with the number of shares of Common Stock then held by such SE Investor at such time as such as the SE Investor responds to the Co-Sale Notice by delivery of the Co-Sale Acceptance Notice, but in no event later than seven (7) days of receipt of such Co-Sale Notice from the Company.

(l) Prior Agreement. The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company, the Investors holding a majority in interest of the Registrable Securities and, solely for purposes of Section 9, the Company Executive.

[Remainder of Page Intentionally Left Blank]

Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


		INVERNESS MEDICAL INNOVATIONS, INC.

		By:		/s/ Xxxxx X. Xxxxxxxx


		Name:		Xxxxx X. Xxxxxxxx

		Title:		Assistant Secretary & General Counsel

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Xxxxx Xxx


Address for Notice:		0000 Xxxxxxxx Xxxxxx Xxxx.
		Xxx Xxxxx, XX 00000, XXX


		c/o Xxxxx Xxx


		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxxx Xxx


Title or Capacity (if any):


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Xxxx Xxx


Address for Notice:		Unit 6501-02, The Center
		99 Queen’s Road Central
		Hong Kong



		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Title or Capacity (if any):


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		ACON Laboratories, Inc.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Jinn-Xxx Xxx


Name:		Jinn-Xxx Xxx


Title or Capacity (if any):		President


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		AZURE Institute, Inc.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Jinn-Xxx Xxx


Name:		Jinn-Xxx Xxx


Title or Capacity (if any):		President


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		LBI Inc.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Name:		Xxxx Xxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Oakville Hong Kong Co., Ltd.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Name:		Xxxx Xxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		ACON Biotech (Hangzhou) Co., Ltd.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Name:		Xxxx Xxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Karsson Overseas Ltd.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Name:		Xxxx Xxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Manfield Top Worldwide Ltd.


Address for Notice:









		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Xxxx Xxx


Name: Xxxx Xxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

INVESTOR SIGNATURE PAGES
TO INVESTOR RIGHTS AGREEMENT


Name of Selling Entity:		Overseas Square Ltd.


Address for Notice:		Xxxx 0000, Xxx Xxxxxx
		00 Xxxxx’x Xxxx Xxxxxxx
		Xxxx Xxxx
		c/o Xxxxxx Xxx


		Facsimile:


Number of Shares of Common Stock:


Signature:		/s/ Guang Xxxxx Xxxxx


Name:		Guang Xxxxx Xxxxx


Title or Capacity (if any):		Director


Email:

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

XXX XXXXXXXXX SIGNATURE PAGE
TO INVESTOR RIGHTS AGREEMENT

The undersigned Company Executive has signed this Agreement for purposes of Section 9 and Section 11 only and under no circumstances shall his execution of this Agreement be construed for any other purposes.

/s/ Xxx Xxxxxxxxx
Xxx Xxxxxxxxx

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]

EXHIBIT A — INSTRUMENT OF ACCESSION FOR SE INVESTORS

INSTRUMENT OF ACCESSION

The undersigned, , as a condition precedent to becoming the owner or holder of record of ( ) shares of Common Stock of Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), hereby agrees to become an “SE Investor” under that certain Amended and Restated Investor Rights Agreement dated as of , 2009 by and among the Company and parties thereto. This Instrument of Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Investor Rights Agreement immediately upon execution and delivery to the Company of this Instrument.

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned, as a sealed instrument under the laws of the Commonwealth of Massachusetts, as of the date below written.


		Signature:


		(Print Name)


		Address:


		Date:

EXHIBIT B — INSTRUMENT OF ACCESSION FOR INVESTORS

INSTRUMENT OF ACCESSION

The undersigned, , as a condition precedent to becoming the owner or holder of record of ( ) shares of Common Stock of Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), hereby agrees to become an “Investor” under that certain Amended and Restated Investor Rights Agreement dated as of , 2009 by and among the Company and parties thereto. This Instrument of Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Investor Rights Agreement immediately upon execution and delivery to the Company of this Instrument.


		Signature:


		(Print Name)


		Address:


		Date:

Document Metadata

Table of Contents

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Document Metadata