0000912057-02-034939 Sample Contracts

LOAN AGREEMENT
Loan Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts

THIS LOAN AGREEMENT is made as of September 6, 2002, by and among Ostex International, Inc., a Washington corporation (the "Borrower"), and Inverness Medical Innovations, Inc., a Delaware corporation (the "Lender"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein).

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STOCK OPTION AGREEMENT
Stock Option Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • 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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AGREEMENT AND PLAN OF MERGER AMONG INVERNESS MEDICAL INNOVATIONS, INC. GERAS ACQUISITION CORP. AND OSTEX INTERNATIONAL, INC. Dated as of September 6, 2002
Merger Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • 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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VOTING AGREEMENT
Voting Agreement • September 10th, 2002 • Ostex International Inc /Wa/ • 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).RECITALS

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