SECOND TERRITORY LETTER AGREEMENTSecond Territory Letter Agreement • April 5th, 2006 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
THIS SECOND TERRITORY LETTER AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by and among: (i) Inverness Medical Innovations, Inc., a Delaware corporation (“Inverness”); (ii) ACON Laboratories, Inc., a California corporation (“ACON Labs”); AZURE Institute, Inc., a California corporation (“Azure”), LBI Inc., a British Virgin Islands company (“LBI”), Oakville Hong Kong Co., Ltd., a Hong Kong company (“Oakville”); and ACON Biotech (Hangzhou) Co., Ltd., a wholly foreign owned enterprise (“WFOE”) established in the People’s Republic of China (“PRC” or “China”) (“ACON Bio” and together with ACON Labs. Azure, LBI, Oakville and ACON Bio, the “ACON Entities”; and (iii) Karsson Overseas Ltd., a British Virgin Islands company (“Parent”). Unless otherwise specified herein, each of the terms set forth below shall have the meanings set forth in the Form of Acquisition Agreement (as defined below).
