0000912057-02-034920 Sample Contracts

STOCK OPTION AGREEMENT
Stock Option Agreement • September 9th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Washington

STOCK OPTION AGREEMENT, dated as of September 6, 2002 (this "Agreement"), is made by and between Ostex International, Inc., a Washington corporation (the "Company"), and Inverness Medical Innovations, Inc., a Delaware corporation ("Parent").

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VOTING AGREEMENT
Voting Agreement • September 9th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Washington

This Voting Agreement (the "Agreement") is made and entered into as of September 6, 2002, by and between Inverness Medical Innovations, Inc., a Delaware corporation ("Parent"), Ostex International, Inc., a Washington corporation (the "Company") and the undersigned shareholders (each a "Shareholder" and collectively, the "Shareholders") of the Company. Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER AMONG INVERNESS MEDICAL INNOVATIONS, INC. GERAS ACQUISITION CORP. AND OSTEX INTERNATIONAL, INC. Dated as of September 6, 2002
Iv Agreement and Plan of Merger • September 9th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Washington

AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of September 6, 2002, by and among Inverness Medical Innovations, Inc., a Delaware corporation ("Parent"), Geras Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent ("MergerCo"), and Ostex International, Inc., a Washington corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 9.9 hereof.

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