Ostex International Inc /Wa/ Sample Contracts

EXHIBIT 2.1 TO FORM 8-A RIGHTS AGREEMENT BETWEEN OSTEX INTERNATIONAL, INC. AND CHASEMELLON SHAREHOLDER SERVICES L.L.C. DATED AS OF JANUARY 21, 1997 TABLE OF CONTENTS
Rights Agreement • January 27th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT OSTEX INTERNATIONAL, INC. THOMAS A. BOLOGNA Dated as of July 16, 1997 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") between Ostex International, Inc. (the "Company"),...
Executive Employment Agreement • April 1st, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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SECOND AMENDMENT TO OSTEOMARK-registered trademark- LICENSE AGREEMENT
License Agreement • April 1st, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
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RECITALS
Marketing Agreement • November 14th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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RESEARCH AGREEMENT
Research Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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EXHIBIT 4.1 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,...
Ostex International Inc /Wa/ • April 17th, 2000 • In vitro & in vivo diagnostic substances • Washington
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RECITALS
Development and Distribution Agreement • August 14th, 1998 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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RECITALS
And Supply Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts

Reference is hereby made to that certain Amended and Restated Loan Agreement (the “Prior Loan Agreement”), dated as of October 10, 2002, by and among Ostex International, Inc., a Washington corporation (the “Borrower”), and Inverness Medical Innovations, Inc., a Delaware corporation (the “Lender”). This SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Loan Agreement”) dated as of February 18, 2003, is entered into by and among the Borrower and the Lender to amend and restate the Prior Loan Agreement in its entirety. 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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Note: Confidential treatment requested. Exhibit omits information that has been filed separately with the Securities and Exchange Commission. CO-PROMOTION AND SALES REPRESENTATION AGREEMENT This Co-Promotion and Sales Representation Agreement (this...
And Sales Representation Agreement • October 17th, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts
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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Voting Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
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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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FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 19th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington

This FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of September 5, 2002 (the "Amendment") is entered into by and between Ostex International, Inc., a Washington corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent").

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SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 21st, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington

This SECOND AMENDMENT TO RIGHTS AGREEMENT dated as of February 18, 2003 (the "Second Amendment") is entered into by and between Ostex International, Inc., a Washington corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent").

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AMENDMENT AGREEMENT
Amendment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances

This Amendment Agreement between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of February 10, 1998.

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FIRST AMENDMENT OF LEASE This First Amendment of Lease ("Amendment") is entered into by and between The City of Seattle, a Washington municipal corporation, successor-in-interest- to David A. Sabey and Sandra L. Sabey ("Landlord"), as Landlord and...
First Amendment of Lease • March 31st, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
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Ostex International Amend Merger Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
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RECITALS
Joint Development, License • March 31st, 1997 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE WASHINGTON RESEARCH FOUNDATION AND OSTEX INTERNATIONAL, INC.
Exclusive License Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances

This Amendment is made as of September 5, 2002 (the “Effective Date”), by and between the Washington Research Foundation, a not-for-profit Washington corporation (“WRF”), and Ostex International, Inc., a Washington corporation (“Ostex”). This Amendment amends the Exclusive License Agreement by and between the WRF and Ostex made on February 10, 1994 (“Agreement”).

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SERUM OSTEOMARK LICENSE AGREEMENT
Serum Osteomark License Agreement • May 1st, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances

This License Agreement (“Agreement”) is made and entered into as of February 20, 2002 (“Effective Date”), by and between Ostex International, Inc., a Washington corporation (“Ostex”) and Mochida Pharmaceutical Co., Ltd., a Japanese corporation (“Mochida”).

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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
Agreement and Plan of Merger • 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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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances

This Amendment No. 2 between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of January 16, 2002.

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MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement • March 22nd, 2001 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Illinois

THIS AGREEMENT dated as of October 23, 2000, is made by Ostex International, Inc. (the "Borrower"), a Washington corporation having its principal place of business and chief executive office at 2203 Airport Way South, Suite 400, Seattle, WA 98134, in favor of Transamerica Business Credit Corporation, a Delaware corporation (the "Lender"), having its principal office at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018.

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September 30, 1997 Wyeth-Ayerst Laboratories P.O. Box 8299 Philadelphia, PA 19101-1245 Dear Sirs: This letter sets forth the proposed terms and conditions for an extension of the Agreement between Ostex International, Inc. ("OSTEX") and Wyeth-Ayerst...
Ostex International Inc /Wa/ • April 1st, 1998 • In vitro & in vivo diagnostic substances
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February 18, 2003 Inverness Medical Innovations, Inc. 51 Sawyer Road Suite 200 Waltham, MA 02453-3448 Re: Letter Amendment to Voting Agreement Ladies and Gentlemen: We refer to the Voting Agreement dated as of September 6, 2002 ( the “Voting...
Voting Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington

The Voting Agreement was entered into in conjunction with the Agreement and Plan of Merger, dated as of September 6, 2002 (the “Merger Agreement”), by and among Parent, Geras Acquisition Corp., a wholly owned subsidiary of Parent (“MergerCo”), and the Company (each a “Party” and collectively, the “Parties”). The Merger Agreement provides that either Parent or the Company may terminate the Merger Agreement if Parent has not, on or before November 15, 2002, received the necessary consent of its lenders to consummate the merger. In connection with Parent’s continuing efforts to obtain such consent, the Parties are simultaneously with the execution of this Letter Agreement entering into an Amendment to the Agreement and Plan of Merger, dated as of February 18, 2003 (the “Amendment”) by which the Company has agreed to a reduction of the consideration payable by Parent under the Merger Agreement.

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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2002 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances

This Amendment No. 3 between Ostex International, Inc. (the “Company”), a Washington corporation, and Thomas A. Bologna (“Executive”) is dated and entered into as of July 9, 2002.

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MANUFACTURING AND LICENSE AGREEMENT
Manufacturing and License Agreement • August 14th, 2000 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
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