Inverness Medical Innovations, Inc. $100,000,000 7.875% Senior Notes due 2016 PURCHASE AGREEMENTPurchase Agreement • September 28th, 2009 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
Introductory. Inverness Medical Innovations, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A (the “Initial Purchasers”) $100,000,000 aggregate principal amount of its 7.875% senior unsecured notes due 2016 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The respective principal amounts of the Original Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule A hereto. The Original Notes are to be issued under an indenture dated as of August 11, 2009
INVERNESS MEDICAL INNOVATIONS, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of September 28, 2009 7.875% Senior Notes due 2016Third Supplemental Indenture • September 28th, 2009 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of September 28, 2009 (this “Supplemental Indenture”), among Inverness Medical Innovations, Inc., a Delaware corporation, as Issuer (the “Issuer”), each of the Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of September 28, 2009 By and Among INVERNESS MEDICAL INNOVATIONS, INC., the GUARANTORS named herein and JEFFERIES & COMPANY, INC., GOLDMAN, SACHS & CO. and WELLS FARGO SECURITIES, LLC as Initial PurchasersRegistration Rights Agreement • September 28th, 2009 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (this “AGREEMENT”) is dated as of September 28, 2009, by and among INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation (the “COMPANY”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “ISSUERS”), on the one hand, and JEFFERIES & COMPANY, INC., GOLDMAN, SACHS & CO. and WELLS FARGO SECURITIES, LLC (the “INITIAL PURCHASERS”), on the other hand.
