AMENDMENT TO CONFIDENTIALITY AGREEMENT
EXHIBIT
(e)(11)
AMENDMENT TO CONFIDENTIALITY AGREEMENT
This Amendment to Confidentiality Agreement (this “Amendment”) is entered
into as of May 31, 2007, between Biosite Incorporated, a Delaware corporation
(“Biosite”), and Inverness Medical Innovations, Inc., a Delaware corporation
(together with its subsidiaries and affiliates, “Inverness”).
Recitals
A. Biosite and Inverness are parties to that certain Confidentiality Agreement dated as of
April 11, 2007 (the “Confidentiality Agreement”). Capitalized terms not otherwise defined
in this Amendment shall have the meanings given to such terms in the Confidentiality Agreement.
B. The parties desire to amend the Confidentiality Agreement as set forth herein.
Agreement
The parties to this Amendment, intending to be legally bound, agree as follows:
1. The Confidentiality Agreement is hereby amended by replacing clause “(iii)” of section 1(a)
of the Confidentiality Agreement in its entirety with the following: “(iii) in the case of
Inverness, General Electric Capital Corporation (“GE”), UBS Loan Finance LLC (“UBS
Finance”), UBS Securities LLC (“UBS Securities”) and other additional Lenders (as such
term is defined in that certain Commitment Letter, dated May 14, 2007, executed by GE, UBS Finance
and Inverness and that certain Commitment Letter, dated May 14, 2007, executed by UBS Finance, UBS
Securities, GE and Inverness) (and such Person’s accountants, advisors and attorneys).”
2. Except as it has been specifically amended pursuant to Section 1 of this Amendment, the
Confidentiality Agreement shall continue in full force and effect.
3. This Amendment and the Confidentiality Agreement set forth the entire understanding of the
parties relating to the subject matter hereof and thereof and supersede all prior agreements and
understandings between the parties relating to the subject matter hereof and thereof.
4. This Amendment may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one agreement. The exchange of a
fully executed Amendment (in counterparts or otherwise) by fax shall be sufficient to bind the
parties to the terms of this Amendment.
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The parties to this Amendment have caused this Amendment to be executed and delivered as of
the date first above mentioned.
| Biosite Incorporated | Inverness Medical Innovations, Inc. | |||||||||
By: /s/ Xxxxx Xxxxxx
|
By: /s/ Xxxxx X. Xxxxxxxx | |||||||||
| |
||||||||||
| Name: Xxxxx Xxxxxx | Name: Xxxxx X. Xxxxxxxx | |||||||||
| Title: Sr. VP Finance, CFO | Title: General Counsel | |||||||||
Address:
|
0000 Xxxxxxx Xxxxx Xxxx | Address: | 00 Xxxxxx Xxxx, Xxxxx 000 | |||||||
| Xxx Xxxxx, XX 00000 | Xxxxxxx, XX 00000 | |||||||||
