INDENTURE Dated as of February 10, 2004 8 3/4% Senior Subordinated Notes due 2012 CROSS-REFERENCE TABLEInverness Medical Innovations Inc • March 15th, 2004 • In vitro & in vivo diagnostic substances • New York
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), is made and entered into as of May 14, 2007, by and among Inverness Medical Innovations, Inc. a Delaware corporation (the "COMPANY"), and the purchasers...Registration Rights Agreement • May 15th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
Exhibit 99.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 14th day of December, 2001, by and between Inverness Medical Innovations, Inc. (the "Company"), a corporation organized under the laws of the state of Delaware, with...Stock Purchase Agreement • March 14th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among:Agreement and Plan of Merger • May 15th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
RECITALSSupplemental Indenture • May 10th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
MEZZANINE LOAN AGREEMENT relating to a term loan facility of US$10,000,000 CONTENTSAgreement • January 4th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
RECITALSInverness Medical Innovations Inc • March 15th, 2004 • In vitro & in vivo diagnostic substances • Massachusetts
WITNESSETHCredit Agreement • March 1st, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
May 21, 2002 SG COWEN SECURITIES CORPORATION As Representative of the several Underwriters 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. INTRODUCTORY. Inverness Medical Innovations, Inc., a Delaware corporation (the "COMPANY"),...Inverness Medical Innovations Inc • May 29th, 2002 • In vitro & in vivo diagnostic substances • New York
Exhibit 10.45 FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT AND CONSENT, dated as of April 17, 2003 (this "AMENDMENT"), to the Credit Agreement, dated as of November 14, 2002 (as amended, supplemented or otherwise modified from...Credit Agreement • April 25th, 2003 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), is made and entered into as of May 9, 2007, by and among Inverness Medical Innovations, Inc. a Delaware corporation (the "COMPANY"), and the undersigned...Securities Purchase Agreement • May 15th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
NOTE AGREEMENTS" means the Subordinated Note and Warrant Purchase Agreement and the Subordinated Note Purchase Agreement each dated on or about 20 September 2002 between the Parent and Note Holders. "NOTE HOLDERS" means the persons whose names are set...Inverness Medical Innovations Inc • November 7th, 2002 • In vitro & in vivo diagnostic substances
BY AND AMONGStock Purchase Agreement • March 16th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Virginia
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of February 10, 2004Registration Rights Agreement • March 15th, 2004 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
EXECUTION VERSION FIRST LIEN CREDIT AGREEMENT Dated as of June 26, 2007Intercreditor Agreement • July 2nd, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
OTHER PART LONG LEASEInverness Medical Innovations Inc • September 24th, 2001 • In vitro & in vivo diagnostic substances
CREDIT AGREEMENT Dated as of November 14, 2002Credit Agreement • November 19th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
ANDSale Agreement • May 7th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
EXHIBIT 10.5 TRADEMARK LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of the 19th day of February, 1997, and effective as of the Effective Date as defined below, by and between AMERICAN CYANAMID COMPANY, a Maine corporation (Licensor),...Trademark License Agreement • September 24th, 2001 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
Exhibit 99.3 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of the 14th day of December, 2001, by and between Inverness Medical Innovations, Inc. (the "Company"), a corporation organized under...Note and Warrant Purchase Agreement • January 4th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Massachusetts
CONFORMED COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 4th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
OFInverness Medical Innovations Inc • March 1st, 2007 • In vitro & in vivo diagnostic substances
ANDAsset Purchase Agreement • May 23rd, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • England
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSInverness Medical Innovations Inc • May 2nd, 2008 • In vitro & in vivo diagnostic substances
On January 27, 2008, we entered into a definitive agreement pursuant to which we will acquire all outstanding shares of common stock of Matria Healthcare, Inc. (“Matria”), for consideration per share of (i) $6.50 in cash and (ii) convertible preferred stock of Inverness having a stated value of $32.50 per share (convertible at $69.32, a premium of 30% over the prior five day closing average price of Inverness shares) or, at the election of Inverness, $39 in cash. The convertible preferred stock is estimated to be issued in a tax-deferred transaction and provides for a three percent dividend. The total transaction consideration will be approximately $1.2 billion, consisting of approximately $900 million to acquire the Matria shares of common stock and assumption of approximately $300 million of Matria’s indebtedness outstanding. The proposed transaction will take the form of an indirect acquisition through a merger of a newly formed, wholly-owned subsidiary of Inverness with and into Ma
RECITALSStockholder Voting Agreement • October 1st, 2001 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
NOTE AGREEMENTS" means the Subordinated Note and Warrant Purchase Agreement and the Subordinated Note Purchase Agreement each dated on or about 20 September 2002 between the Parent and Note Holders. "NOTE HOLDERS" means the persons whose names are set...Credit Agreement • November 7th, 2002 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances
as Issuer andIndenture • May 15th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER By and Among ABBOTT LABORATORIES and ALERE INC. Dated as of January 30, 2016Agreement and Plan of Merger • February 1st, 2016 • Alere Inc. • In vitro & in vivo diagnostic substances • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 30, 2016 (this “Agreement”), is by and among Abbott Laboratories, an Illinois corporation (“Parent”), and Alere Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
EXECUTION VERSION FIRST LIEN GUARANTY AND SECURITY AGREEMENT Dated as of June 26, 2007Guaranty and Security Agreement • July 2nd, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER by and among:Agreement and Plan of Merger • April 30th, 2007 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.41 FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 17, 2003 (this "AMENDMENT"), to the Second Amended and...Credit Agreement • March 15th, 2004 • Inverness Medical Innovations Inc • In vitro & in vivo diagnostic substances • New York
EXHIBIT 1.1 6,000,000 SHARES INVERNESS MEDICAL INNOVATIONS, INC. COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTInverness Medical Innovations Inc • January 26th, 2007 • In vitro & in vivo diagnostic substances • New York
Exhibit 4.6 INVERNESS MEDICAL INNOVATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR E. JOSEPH EDELLInverness Medical Innovations Inc • April 2nd, 2002 • In vitro & in vivo diagnostic substances
ALERE INC., as Issuer, the GUARANTORS named herein, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of June 24, 2015 6.375% Senior Subordinated Notes due 2023Supplemental Indenture • June 24th, 2015 • Alere Inc. • In vitro & in vivo diagnostic substances • New York
TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2015 (this “Supplemental Indenture”), among Alere Inc. (formerly Inverness Medical Innovations, Inc.), a Delaware corporation, as Issuer (the “Issuer”), each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
