10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-14902

MERIDIAN BIOSCIENCE, INC.

Incorporated under the laws of Ohio

31-0888197

(I.R.S. Employer Identification No.)

3471 River Hills Drive
Cincinnati, Ohio 45244
(513) 271-3700

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ           No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ           No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o           No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding April 30, 2011
Common Stock, no par value	41,003,719

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q

	Page(s)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations Three and Six Months Ended March 31, 2011 and 2010		1
Condensed Consolidated Statements of Cash Flows Six Months Ended March 31, 2011 and 2010		2
Condensed Consolidated Balance Sheets March 31, 2011 and September 30, 2010		3-4
Condensed Consolidated Statement of Changes in Shareholders’ Equity Six Months Ended March 31, 2011		5
Notes to Condensed Consolidated Financial Statements		6-13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13-20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		21
PART II. OTHER INFORMATION
Item 1A. Risk Factors		22
Item 6. Exhibits		22
Signature		23
Exhibit 10.22
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which may be identified by words such as “estimates”, “anticipates”, “projects”, “plans”, “seeks”, “may”, “will”, “expects”, “intends”, “believes”, “should” and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially, including, without limitation, the following: Meridian’s continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian’s competition. While Meridian has introduced a number of internally developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Recessionary pressures on the economy and the markets in which our customers operate, as well as adverse trends in buying patterns from customers can change expected results. Costs and difficulties in complying with laws and regulations administered by the United States Food and Drug Administration can result in unanticipated expenses and delays and interruptions to the sale of new and existing products. Changes in the relative strength or weakness of the U.S. dollar can also change expected results. One of Meridian’s main growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses will be successfully integrated into Meridian’s operations. There may be risks that acquisitions may disrupt operations and may pose potential difficulties in employee retention and there may be additional risks with respect to Meridian’s ability to recognize the benefits of acquisitions, including potential synergies and cost savings or the failure of acquisitions to achieve their plans and objectives. The Company cannot predict the possible impact of recently-enacted United States healthcare legislation and any similar initiatives in other countries on its results of operations. In addition to the factors described in this paragraph, Part I, Item 1A Risk Factors of our Form 10-K contains a list and description of uncertainties, risks and other matters that may affect the Company.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2011		2010		2011		2010
NET SALES	$	41,059	$	31,147	$	78,322	$	73,604
COST OF SALES		14,803		11,006		28,518		28,019
GROSS PROFIT		26,256		20,141		49,804		45,585
OPERATING EXPENSES
Research and development		2,359		2,337		4,726		4,448
Selling and marketing		6,060		4,356		11,862		9,298
General and administrative		5,635		4,323		11,924		8,958
European and global sales & marketing leadership reorganization		1,240		—		1,240		—
Total operating expenses		15,294		11,016		29,752		22,704
OPERATING INCOME		10,962		9,125		20,052		22,881
OTHER INCOME (EXPENSE)
Interest income		27		30		44		61
Other, net		118		110		321		(8	)
Total other income (expense)		145		140		365		53
EARNINGS BEFORE INCOME TAXES		11,107		9,265		20,417		22,934
INCOME TAX PROVISION		3,847		3,285		7,132		8,033
NET EARNINGS	$	7,260	$	5,980	$	13,285	$	14,901
BASIC EARNINGS PER COMMON SHARE	$	0.18	$	0.15	$	0.33	$	0.37
DILUTED EARNINGS PER COMMON SHARE	$	0.18	$	0.15	$	0.32	$	0.36
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC		40,686		40,514		40,647		40,504
EFFECT OF DILUTIVE STOCK OPTIONS		662		663		672		674
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED		41,348		41,177		41,319		41,178
ANTI-DILUTIVE SECURITIES:
Common share options		211		215		176		193
DIVIDENDS DECLARED PER COMMON SHARE	$	0.19	$	0.19	$	0.38	$	0.36

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 1

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

Six Months Ended March 31,	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	13,285		$	14,901
Non-cash items:
Depreciation of property, plant and equipment		1,711			1,530
Amortization of intangible assets		1,226			734
Stock-based compensation		1,324			921
Deferred income taxes		(1,320	)		(1,135	)
Loss on disposition of fixed assets		6			13
Unrealized loss on auction-rate securities and rights, net		—			12
Change in current assets		(7,128	)		2,944
Change in current liabilities		2,309			(3,853	)
Other, net		(1,072	)		560
Net cash provided by operating activities		10,341			16,627
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(5,260	)		(2,124	)
Purchases of intangibles and other assets		(12	)		—
Purchases of short-term investments		—			(1,000	)
Net cash used for investing activities		(5,272	)		(3,124	)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid		(15,451	)		(14,580	)
Proceeds and tax benefits from exercises of stock options		829			522
Net cash used for financing activities		(14,622	)		(14,058	)
Effect of Exchange Rate Changes on Cash and Equivalents		53			(681	)
Net Decrease in Cash and Equivalents		(9,500	)		(1,236	)
Cash and Equivalents at Beginning of Period		37,879			54,030
Cash and Equivalents at End of Period	$	28,379		$	52,794

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 2

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(dollars in thousands)

ASSETS

	March 31,		September 30,
	2011		2010
CURRENT ASSETS
Cash and equivalents	$	28,379	$	37,879
Accounts receivable, less allowances of $169 and $241		25,398		22,064
Inventories		32,244		28,420
Prepaid expenses and other current assets		5,506		5,071
Deferred income taxes		2,296		1,871
Total current assets		93,823		95,305
PROPERTY, PLANT AND EQUIPMENT, at Cost
Land		1,190		991
Buildings and improvements		20,924		20,670
Machinery, equipment and furniture		33,124		31,945
Construction in progress		4,644		1,320
Subtotal		59,882		54,926
Less: accumulated depreciation and amortization		35,072		33,689
Net property, plant and equipment		24,810		21,237
OTHER ASSETS
Goodwill		23,525		23,376
Other intangible assets, net		12,213		13,327
Restricted cash		1,000		1,000
Other assets		1,800		470
Total other assets		38,538		38,173
TOTAL ASSETS	$	157,171	$	154,715

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 3

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY

	March 31,		September 30,
	2011		2010
CURRENT LIABILITIES
Accounts payable	$	5,676	$	4,466
Accrued employee compensation costs		4,313		3,451
Other accrued expenses		5,726		5,521
Income taxes payable		1,252		1,160
Total current liabilities		16,967		14,598
DEFERRED INCOME TAXES		2,614		2,756
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, no par value, 1,000,000 shares authorized, none issued		—		—
Common shares, no par value, 71,000,000 shares authorized, 40,953,194 and 40,654,286 shares issued, respectively		—		—
Additional paid-in capital		96,360		94,529
Retained earnings		40,011		42,177
Accumulated other comprehensive income		1,219		655
Total shareholders’ equity		137,590		137,361
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	157,171	$	154,715

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 4

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(dollars and shares in thousands)

								Accumulated
	Common		Additional					Other						Total
	Shares		Paid-In		Retained			Comprehensive			Comprehensive			Shareholders’
	Issued		Capital		Earnings			Income (Loss)			Income (Loss)			Equity
Balance at September 30, 2010		40,654	$	94,529	$	42,177		$	655					$	137,361
Cash dividends paid		—		—		(15,451	)		—						(15,451	)
Exercise of stock options		132		616		—			—						616
Issuance of restricted shares		167		—		—			—						—
Stock compensation expense		—		1,215		—			—						1,215
Comprehensive income:
Net earnings		—		—		13,285			—		$	13,285			13,285
Foreign currency translation adjustment		—		—		—			868			868			868
Other comprehensive income taxes		—		—		—			(304	)		(304	)		(304	)
Comprehensive income											$	13,849
Balance at March 31, 2011		40,953	$	96,360	$	40,011		$	1,219					$	137,590

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 5

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Dollars in Thousands, Except Per Share Amounts

(Unaudited)

1. Basis of Presentation

The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of Management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of March 31, 2011, the results of its operations for the three and six month periods ended March 31, 2011 and 2010, and its cash flows for the six month periods ended March 31, 2011 and 2010. These statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s fiscal 2010 Annual Report on Form 10-K. Financial information as of September 30, 2010 has been derived from the Company’s audited consolidated financial statements.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the year.

2. Significant Accounting Policies

(a) Revenue Recognition and Accounts Receivable —

Revenue is generally recognized from sales when product is shipped and title has passed to the buyer. Revenue for the U.S. Diagnostics operating segment is reduced at the date of sale for estimated rebates that will be claimed by customers. Management estimates accruals for rebate agreements based on historical statistics, current trends, and other factors. Changes to the accruals are recorded in the period that they become known. Our rebate accruals were $5,001 at March 31, 2011 and $5,273 at September 30, 2010.

Revenue for our Diagnostics operating segments includes bundled product revenue for our illumigene^® molecular test system. The bundled product includes a reader instrument, instrument accessories, and test kits. In many instances, amounts invoiced for the illumigene^® test kits cover the reader instrument, accessories, and test kits. Revenue is recognized upon shipment of the individual components of the bundled product in accordance with pricing agreements. Costs for the reader are recognized in earnings over the period that we have a pricing agreement in effect with the customer, generally three years.

Life Science revenue for contract services may come from research and development services or manufacturing services, including process development work, or a combination of both. Revenue is recognized based on each of the deliverables in a given arrangement having distinct and separate customer pricing. Pricing is often subject to a competitive bidding process. Contract research and development services may be performed on a “time and materials” basis or “fixed fee” basis. For “time and materials” arrangements, revenue is recognized as services are performed and billed. For “fixed fee” arrangements, revenue is recognized upon completion and acceptance by the customer. For contract manufacturing services, revenue is generally recognized upon delivery of product and acceptance by the customer. In some cases, customers may request that we store on their behalf clinical grade biologicals that we produce under contract manufacturing agreements. These cases arise when customers do not have clinical grade storage facilities or do not want to risk contamination during transport. For such cases, revenue may be recognized on a bill-and-hold basis.

Trade accounts receivable are recorded in the accompanying Condensed Consolidated Balance Sheets at invoiced amounts less provisions for rebates and doubtful accounts. The allowance for doubtful accounts represents our estimate of probable credit losses and is based on historical write-off experience. The allowance for doubtful accounts and related metrics, such as days’ sales outstanding, are reviewed monthly. Accounts with past due balances over 90 days are reviewed individually for collectibility. Customer invoices are charged off against the allowance when we believe it is probable that the invoices will not be paid.

Page 6

(b) Comprehensive Income (Loss) —

Our comprehensive income or loss is comprised of net earnings, foreign currency translation and the related income tax effects.

Assets and liabilities of foreign operations are translated using period-end exchange rates with gains or losses resulting from translation included as a separate component of comprehensive income or loss. Revenues and expenses are translated using exchange rates prevailing during the period. We also recognize foreign currency transaction gains and losses on certain assets and liabilities that are denominated in the Australian dollar, British pound and Euro currencies. These gains and losses are included in other income and expense in the accompanying Condensed Consolidated Statements of Operations.

Comprehensive income for the interim periods was as follows:

	Three Months						Six Months
	Ended March 31,						Ended March 31,
	2011			2010			2011			2010
Net earnings	$	7,260		$	5,980		$	13,285		$	14,901
Foreign currency translation adjustment		1,804			(885	)		868			(1,142	)
Income taxes		(629	)		310			(304	)		399
Comprehensive income	$	8,435		$	5,405		$	13,849		$	14,158

(c) Income Taxes —

The provision for income taxes includes federal, foreign, state and local income taxes currently payable and those deferred because of temporary differences between income for financial reporting and income for tax purposes. We prepare estimates of permanent and temporary differences between income for financial reporting purposes and income for tax purposes. These differences are adjusted to actual upon filing of our tax returns, typically occurring in the third and fourth quarters of the current fiscal year for the preceding fiscal year’s estimates.

We account for uncertain tax positions using a benefit recognition model with a two-step approach: (i) a more-likely-than-not recognition criterion; and (ii) a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit is recorded. We recognize accrued interest and penalties related to unrecognized tax benefits as a portion of our income tax provision in the Condensed Consolidated Statements of Operations.

(d) Stock-based Compensation —

We recognize compensation expense for all stock-based awards made to employees, based upon the fair value of the stock-based award on the date of the grant. Shares are expensed over their requisite service period.

Page 7

(e) Cash, Cash Equivalents and Investments —

Our investment portfolio includes the following components:

	March 31, 2011				September 30, 2010
	Cash and				Cash and
	Equivalents		Other		Equivalents		Other
Taxable investments -
Overnight repurchase agreements	$	2,949	$	—	$	14,862	$	—
Money market funds		10,258		—		10,249		—
Cash on hand -
Restricted		—		1,000		—		1,000
Unrestricted		15,172		—		12,768		—
Total	$	28,379	$	1,000	$	37,879	$	1,000

(f) Reclassifications —

Certain reclassifications have been made to the prior period financial statements to conform to the current fiscal period presentation. Such reclassifications had no impact on net earnings or shareholders’ equity.

3. Acquisition of Bioline Group

On July 20, 2010, we acquired all of the outstanding common stock of the Bioline group of companies (collectively the “Bioline Group”). We paid $23,849 from cash and equivalents on hand to acquire the Bioline Group. Headquartered in London, England, the Bioline Group is a leading manufacturer and distributor of molecular biology reagents with additional operations in Germany, Australia and the United States. The highly specialized molecular biology reagents it supplies to the life science research, biotech, pharmaceutical and commercial diagnostics markets are the critical components used in PCR testing for DNA, RNA and other genomic testing.

As a result of the consideration paid exceeding the fair value of the net assets being acquired, goodwill in the amount of $13,064 was recorded in connection with this acquisition, none of which will be deductible for tax purposes. This goodwill results largely from the addition of key global operations and direct sales capabilities, management talent and a research-oriented customer base, to complement our existing Life Science operations. In addition to the Bioline Group’s results of operations, which are included in our Condensed Consolidated Statement of Operations for the three and six months ended March 31, 2011 and reported as part of the Life Science operating segment, the consolidated results for the three and six months ended March 31, 2011 also include:

i) $237 and $587 of Cost of Sales for the three and six months, respectively, related to the roll-out of fair value inventory adjustments for sales of products that were in the Bioline Group’s inventory on the date of acquisition and, therefore, were valued at fair value, rather than manufactured cost, in the opening balance sheet; and

ii) $255 and $507 of General and Administrative Expenses for the three and six months, respectively, related to the amortization of specific identifiable intangible assets recorded on the opening balance sheet, including customer relationships, license agreements, non-compete agreements, manufacturing processes and trade names.

Page 8

The results of the Bioline Group included in the consolidated results of the Company for the three and six months ended March 31, 2011 are as follows, reflecting the items noted above:

	Three		Six
	Months		Months
	Ended		Ended
	March 31,		March 31,
	2011		2011
Net Sales	$	3,683	$	7,061
Net Earnings	$	177	$	59

The recognized amounts of identifiable assets acquired and liabilities assumed in the acquisition of the Bioline Group are as follows:

	July 20,
	2010		Measurement			July 20,
	(as initially		Period			2010
	reported)		Adjustments			(as adjusted)
Fair value of assets acquired -
Cash and equivalents	$	3,445				$	3,445
Accounts receivable		1,897					1,897
Inventories		2,807					2,807
Other current assets		371	$	(21	)		350
Property, plant and equipment, net		816					816
Goodwill		13,166		(102	)		13,064
Other intangible assets (estimated useful life):
Customer relationships (10 years)		3,898					3,898
Manufacturing processes (6 years)		1,467					1,467
License agreements (approx. 8 year wtd. avg.)		718					718
Non-compete agreements (1 year)		122					122
Trade names (10 years)		995					995
		29,702		(123	)		29,579
Fair value of liabilities assumed -
Accounts payable and accrued expenses		2,817		436			3,253
Deferred income tax liabilities		3,036		(559	)		2,477
Total consideration paid	$	23,849	$	—		$	23,849

The above estimated fair values of the assets acquired and liabilities assumed continue to be preliminary and are based on the information that was available as of the acquisition date and the subsequent filing of this Form 10-Q and are reflected in the accompanying Condensed Consolidated Balance Sheets, including retrospective adjustment of the September 30, 2010 Condensed Consolidated Balance Sheet. We believe that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, however the preliminary measurements of fair value set forth above are subject to change. We expect to complete the purchase price allocation as soon as practicable, but no later than one year from the date of acquisition.

Page 9

The consolidated pro forma results of the combined entities of Meridian and the Bioline Group, had the acquisition date been October 1, 2009, are as follows for the periods indicated:

	Three		Six
	Months		Months
	Ended		Ended
	March 31,		March 31,
	2010		2010
Net Sales	$	34,436	$	79,847
Net Earnings	$	6,343	$	15,578
Diluted Earnings Per Common Share	$	0.15	$	0.38

4. Inventories

Inventories are comprised of the following:

	March 31,			September 30,
	2011			2010
Raw materials	$	6,982		$	6,221
Work-in-process		7,270			6,784
Finished goods		19,317			16,545
Gross inventory		33,569			29,550
Less: Reserves		(1,325	)		(1,130	)
Net inventory	$	32,244		$	28,420

5. Major Customers and Segment Information

Meridian was formed in 1976 and functions as a fully-integrated research, development, manufacturing, marketing and sales organization with primary emphasis in the field of life science. Our principal businesses are (i) the development, manufacture and distribution of diagnostic test kits primarily for gastrointestinal, viral, respiratory and parasitic infectious diseases; (ii) the manufacture and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells and bioresearch reagents used by researchers and other diagnostic manufacturers; and (iii) the contract development and manufacture of proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Our reportable operating segments are U.S. Diagnostics, European Diagnostics and Life Science. The U.S. Diagnostics operating segment consists of manufacturing operations in Cincinnati, Ohio, and the sale and distribution of diagnostic test kits in the U.S. and countries outside of Europe, Africa and the Middle East. The European Diagnostics operating segment consists of the sale and distribution of diagnostic test kits in Europe, Africa and the Middle East. The Life Science operating segment consists of manufacturing operations in Memphis, Tennessee; Saco, Maine; Boca Raton, Florida; London, England; Luckenwalde, Germany; and Sydney, Australia, and the sale and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells and bioresearch reagents domestically and abroad. The Life Science operating segment also includes the contract development and manufacture of cGMP clinical grade proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Two customers accounted for 50% and 48% of the U.S. Diagnostics operating segment third-party sales during the three months ended March 31, 2011 and 2010, respectively, and 51% and 61% during the six months ended March 31, 2011 and 2010, respectively. Four customers accounted for 18% and 39% of the Life Science operating segment third-party sales during the three months ended March 31, 2011 and 2010, respectively, and 21% and 38% during the six months ended March 31, 2011 and 2010, respectively.

Page 10

Segment information for the interim periods is as follows:

	U.S.		European
	Diagnostics		Diagnostics		Life Science		Eliminations(1)			Total
Three Months Ended March 31, 2011
Net sales -
Third-party	$	25,528	$	6,385	$	9,146	$	—		$	41,059
Inter-segment		2,455		3		105		(2,563	)		—
Operating income		9,807		50		923		182			10,962
Goodwill (March 31, 2011)		1,381		—		22,144		—			23,525
Other intangible assets, net (March 31, 2011)		1,923		2		10,288		—			12,213
Total assets (March 31, 2011)		71,090		20,423		92,642		(26,984	)		157,171
Three Months Ended March 31, 2010
Net sales -
Third-party	$	18,193	$	6,591	$	6,363	$	—		$	31,147
Inter-segment		2,550		3		169		(2,722	)		—
Operating income		6,571		1,093		1,320		141			9,125
Goodwill (September 30, 2010)		1,381		—		21,995		—			23,376
Other intangible assets, net (September 30, 2010)		2,283		9		11,035		—			13,327
Total assets (September 30, 2010)		72,030		18,044		90,462		(25,821	)		154,715
Six Months Ended March 31, 2011
Net sales -
Third-party	$	48,178	$	12,314	$	17,830	$	—		$	78,322
Inter-segment		5,063		7		318		(5,388	)		—
Operating income		18,381		803		702		166			20,052
Six Months Ended March 31, 2010
Net sales -
Third-party	$	48,897	$	12,885	$	11,822	$	—		$	73,604
Inter-segment		5,477		4		261		(5,742	)		—
Operating income		18,701		2,063		2,224		(107	)		22,881

(1) Eliminations consist of inter-segment transactions.

Transactions between operating segments are accounted for at established intercompany prices for internal and management purposes with all intercompany amounts eliminated in consolidation.

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6. Intangible Assets

A summary of our acquired intangible assets subject to amortization, as of March 31, 2011 and September 30, 2010 is as follows:

	March 31, 2011				September 30, 2010
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Value		Amortization		Value		Amortization
Manufacturing technologies, core products and cell lines	$	11,665	$	8,141	$	11,644	$	7,693
Trademarks, licenses and patents		3,633		1,239		3,547		997
Customer lists and supply agreements		12,326		6,073		12,537		5,816
Non-compete agreements		128		86		126		21
	$	27,752	$	15,539	$	27,854	$	14,527

The actual aggregate amortization expense for these intangible assets was $631 and $339 for the three months ended March 31, 2011 and 2010, respectively, and $1,226 and $734 for the six months ended March 31, 2011 and 2010, respectively. The estimated aggregate amortization expense for these intangible assets for each of the fiscal years through fiscal 2015 is as follows: fiscal 2011 — $2,321, fiscal 2012 — $2,072, fiscal 2013 — $2,071, fiscal 2014 — $1,635 and fiscal 2015 — $1,386.

7. Fair Value Measurements

We use fair value measurements to value our financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date for assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. These include quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers, or in which little information is released publicly and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Unobservable inputs, developed using our estimates and assumptions, which reflect those that the market participants would use. Such inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Determining where an asset or liability falls within the hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and we consider counterparty credit risk in the assessment of fair value.

Page 12

Financial assets and liabilities carried at fair value at March 31, 2011 and September 30, 2010 and are classified in the tables below into one of the three categories described above:

Balances as of March 31, 2011

	Level 1		Level 2		Level 3		Total
Money market funds	$	10,258	$	—	$	—	$	10,258
Total	$	10,258	$	—	$	—	$	10,258

Balances as of September 30, 2010

	Level 1		Level 2		Level 3		Total
Money market funds	$	10,249	$	—	$	—	$	10,249
Total	$	10,249	$	—	$	—	$	10,249

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Refer to “Forward Looking Statements” following the Index in front of this Form 10-Q. In the discussion that follows, all amounts are in thousands (both tables and text), except per share data and percentages.

Following is a discussion and analysis of the financial statements and other statistical data that management believes will enhance the understanding of Meridian’s financial condition and results of operations. This discussion should be read in conjunction with the financial statements and notes thereto beginning on page 1.

Results of Operations

Three Months Ended March 31, 2011

Net earnings for the second quarter of fiscal 2011 increased 21% to $7,260, or $0.18 per diluted share, from net earnings for the second quarter of fiscal 2010 of $5,980, or $0.15 per diluted share. This increase reflects the combined effects of both increased sales and increased operating expenses, resulting primarily from inclusion of the Bioline Group, which was acquired in July 2010, as well as costs related to the reorganization of our European and global sales and marketing leadership. Consolidated sales increased 32% to $41,059 for the second quarter of fiscal 2011 compared to the same period of the prior year, reflecting increases in sales across all four of our diagnostic focus product families: C. difficile, Foodborne, H. pylori and Upper Respiratory.

Sales for the U.S. Diagnostics operating segment for the second quarter of fiscal 2011 increased 40% compared to the second quarter of fiscal 2010, reflecting significant growth across all four of our focus product families — ranging from low double digit growth in our C. difficile products to greater than 100% growth in our foodborne products. Second quarter 2011 sales for our European Diagnostics operating segment decreased 3% compared to the second quarter of fiscal 2010 due in large part to a negative currency effect and decreased C. difficile and H. pylori product sales, while, as a result of the Bioline Group acquisition, our Life Science segment experienced a 44% increase in sales during this period. Excluding the effect of the Bioline Group, sales of our core Life Science operating segment decreased by 14% during the second quarter of fiscal 2011 compared to the second quarter of fiscal 2010, as this business continues to experience elements of pricing pressure and reduced order volumes in several key product lines.

Six Months Ended March 31, 2011

For the six month period ended March 31, 2011, net earnings decreased 11% to $13,285, or $0.32 per diluted share, from net earnings for the comparable fiscal 2010 period of $14,901, or $0.36 per diluted share. This decrease reflects the impact of a modest increase in total sales being more than offset by the increase in operating expenses that resulted from inclusion of the Bioline Group, which was acquired in July 2010, as well as costs related to the reorganization of our European and global sales and marketing leadership. Consolidated sales increased 6% to $78,322 for the first six months of fiscal 2011 compared to the same period of the prior fiscal year. This increase primarily results from strong growth in foodborne and H. pylori product sales being partially offset by a 39% decrease in respiratory product sales.

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During the first six months of fiscal 2011, sales for the U.S. Diagnostics operating segment decreased 1% from the comparable fiscal 2010 period. This slight decrease reflects sales growth in our C. difficile, foodborne and H. pylori product families being more than offset by the significant decrease in respiratory product sales, which resulted from the dramatic impact on the fiscal 2010 first quarter of the novel A (H1N1) influenza outbreak and the abrupt halt of the outbreak in December 2009. Sales of our European Diagnostics operating segment for the first six months of fiscal 2011 decreased 4% compared to the first six months of fiscal 2010 largely due to negative currency effect, while, as a result of the Bioline Group acquisition, our Life Science segment experienced a 51% increase in sales during this period. Excluding the effect of the Bioline Group, sales of our core Life Science operating segment decreased by 9% during the first half of fiscal 2011 compared to the first half of fiscal 2010, as this business continues to experience elements of pricing pressure and reduced order volumes in several key product lines.

Non-GAAP Information

The tables below provide information on net earnings, basic earnings per share and diluted earnings per share, excluding the effect of costs associated with reorganizing our European and Global Sales and Marketing Leadership, as well as reconciliations to amounts reported under U.S. Generally Accepted Accounting Principles. We believe that this information is useful to those who read our financial statements and evaluate our operating results because:

1. These measures help to appropriately evaluate and compare the results of operations from period to period by removing the impact of non-routine costs related to reorganizing our European and Global Sales and Marketing Leadership; and

2. These measures are used by our management for various purposes, including evaluating performance against incentive bonus achievement targets, comparing performance from period to period in presentations to our Board of Directors, and as a basis for strategic planning and forecasting.

	Three Months				Six Months
	Ended March 31,				Ended March 31,
	2011		2010		2011		2010
Net Earnings -
U.S. GAAP basis	$	7,260	$	5,980	$	13,285	$	14,901
European and Global Sales & Marketing Leadership Reorganization costs, inclusive of the income tax effect (1)		872		—		872		—
Excluding Leadership Reorganization costs	$	8,132	$	5,980	$	14,157	$	14,901
Net Earnings per Basic Common Share -
U.S. GAAP basis	$	0.18	$	0.15	$	0.33	$	0.37
European and Global Sales & Marketing Leadership Reorganization costs, inclusive of the income tax effect (1)		0.02		—		0.02		—
Excluding Leadership Reorganization costs	$	0.20	$	0.15	$	0.35	$	0.37
Net Earnings per Diluted Common Share -
U.S. GAAP basis	$	0.18	$	0.15	$	0.32	$	0.36
European and Global Sales & Marketing Leadership Reorganization costs, inclusive of the income tax effect (1)		0.02		—		0.02		—
Excluding Leadership Reorganization costs	$	0.20	$	0.15	$	0.34	$	0.36

(1) The income tax effects of the Leadership Reorganization costs totaled $368 and were calculated using the effective tax rates of the jurisdictions in which the costs were incurred.

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Revenue Overview

Our Diagnostics operating segments provide the largest share of our consolidated revenues, 78% and 80% for the second quarters of fiscal 2011 and 2010, respectively, and 77% and 84% for the first six months of fiscal 2011 and 2010, respectively. The percentage declines in both the quarterly and fiscal year-to-date periods result primarily from the addition of the Bioline Group to our Life Science operating segment and, in the case of year-to-date comparisons, the impact of the novel A (H1N1) influenza outbreak in 2010. Sales from our four focus families (C. difficile, Foodborne, H. pylori and Upper Respiratory) comprised 73% and 72% of our Diagnostics operating segments’ revenues during the second quarters of fiscal 2011 and 2010, respectively, and 72% and 74% for the six month periods ended March 31, 2011 and 2010, respectively.

Overall revenue change for the fiscal 2011 second quarter for our Diagnostics operating segments was an increase of 29%, reflecting growth across all four of our focus product families. The levels of growth in the focus products ranged from mid-single digit growth in our C. difficile products, to greater than 100% growth in our foodborne products. On an organic basis, which excludes the effects of currency translation, sales for our European Diagnostics operating segment decreased by 2% during the second quarter, reflecting the combined effects of decreases in our C. difficile and H. pylori product families, partially offset by growth in our upper respiratory and foodborne product sales.

For the first six months of fiscal 2011, revenue for our Diagnostics operating segments decreased 2% from the comparable fiscal 2010 period, primarily due to a relatively mild worldwide flu season in the first quarter of fiscal 2011 compared to the fiscal 2010 first quarter, including the effects on the prior year of the world-wide outbreak of novel A (H1N1) influenza. The dramatic impact of this decrease in flu-related product sales was largely offset by double digit sales increases in our H. pylori and foodborne product families. Excluding the effects of currency translation, our European Diagnostics operating segment’s sales during the six months ended March 31, 2011 were flat relative to the comparable fiscal 2010 period.

C. difficile Products

During the third quarter of fiscal 2010, we launched our illumigene^® molecular C. difficile product in non-U.S. markets, with launch of the product into U.S. markets following in the fourth quarter of fiscal 2010, upon receiving FDA clearance. As a result, we currently have in excess of 300 customer accounts and others that are evaluating our illumigene^® molecular C. difficile product. We expect sales of the product, which totaled approximately $1,985 and $2,760 in the three and six months ended March 31, 2011, respectively, to continue to grow significantly throughout fiscal 2011.

As a result of competitive pressures in this disease family over the last several years from new competitive products, including molecular assays, we have experienced only single digit growth in the sales of our C. difficile products; growth of 6% for all of our Diagnostics operating segments during the second quarter of fiscal 2011 and 1% for the first six months of fiscal 2011. However, this rate of growth is a marked improvement over the declines experienced in recent periods and results from the growing market acceptance of our illumigene^® molecular C. difficile product and the fact that sales of our molecular product outpaced the decline in sales of our traditional immunoassay C. difficile products.

With the launch of our molecular product, we believe we are in a unique position to offer a full line of testing solutions to our clinical laboratory customers around the world to counter the competitive pressures surrounding this market, as substantiated by our receiving clearance from the FDA during the second quarter to market our illumigene^® molecular C. difficile test for use with pediatric patients under the age of two years. Over the next 12 months, we expect three additional tests for our illumigene^® molecular platform to clear formal clinical trial and be submitted to the FDA for marketing clearance — tests for Group B Streptococcus, Group A Streptococcus and Mycoplasma pneumoniae.

Upper Respiratory Products

During the three and six month periods ended March 31, 2011, upper respiratory product sales for our Diagnostics operating segments increased 58% and decreased 39%, respectively, relative to the comparable fiscal 2010 periods. The dramatic quarter-over-quarter sales increase for this family of products was driven by increased demand for rapid tests other than those for influenza. The sales decrease in the comparable year-to-date periods, on the other hand, was a direct result of influenza test kit sales; in particular the abrupt halt, in December 2009, of the outbreak of the novel A (H1N1) influenza virus that began to spread across the countries in the northern hemisphere during the second half of fiscal 2009. The outbreak also created an increased interest in influenza testing in European markets where rapid testing has not been traditionally performed and resulted in significant sales activity for these products during the fiscal 2010 first quarter. However, similar to U.S. markets, these sales levels were not repeated in fiscal 2011, as evidenced by the approximate 14% decline in this operating segment’s upper respiratory product sales on an organic basis (excluding effects of currency translation) compared to the first six months of fiscal 2010.

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Foodborne Products

Increased demand for our foodborne illness testing products throughout the first half of fiscal 2011 resulted in our U.S. Diagnostics operating segment experiencing sales increases for these products totaling 122% and 49% for the three and six month periods ended March 31, 2011, respectively. During these same periods, our European Diagnostics operating segment experienced sales increases of approximately 19% and 29%, respectively, on an organic basis.

H. pylori Products

During the second quarter of fiscal 2011, sales of our H. pylori products grew 20% for our U.S. Diagnostics operating segment; 18% during the six month fiscal year-to-date period. This increase continues to reflect the benefits of our partnerships with managed care companies in promoting the health and economic benefits of a test and treat strategy, and the ongoing effects of such strategy moving physician behavior away from serology-based testing toward direct antigen testing. Due to significant competitive pressures related to these products on the international front, sales of H. pylori products for our European Diagnostics operating segment declined 8% on an organic basis for the fiscal 2011 second quarter, compared to the second quarter of fiscal 2010, and declined 3% during the year-over-year six month periods ended March 31.

Group Purchasing Organizations

In our U.S. Diagnostics operating segment, consolidation of the U.S. healthcare industry over the last several years has led to the creation of group purchasing organizations (GPOs) that aggregate buying power for hospital groups and put pressure on our selling prices. We have multi-year supply agreements with several GPOs. During the first three and six months of fiscal 2011, we have experienced approximately $245 and $796, respectively, in unfavorable price variance, as a result of these agreements. However, these agreements help secure our products with these customers and have led to new business. While in the near term this has negatively impacted gross profit, further increases in volumes are expected from these contracts.

Foreign Currency

Sales for our European Diagnostics operating segment included the effect of less favorable currency rates, which led to currency translation losses in the amount of approximately $75 for the second quarter of fiscal 2011, compared to $315 of currency translation gains in the fiscal 2010 second quarter. During the first six months of fiscal 2011, translation losses of approximately $515 were experienced, compared to $900 of currency translation gains during the comparable prior year period.

Life Science Operating Segment

Sales for our Life Science operating segment increased 44% for the second quarter of fiscal 2011 and 51% for the six month fiscal year-to-date period, due primarily to the revenue contribution of the Bioline Group acquired in July 2010. Excluding the impact of the Bioline Group, sales for the operating segment declined 14% and 9% during the three and six month periods, respectively, as this business continues to experience elements of pricing pressure and reduced order volumes in several key product lines. Including the effect of the addition of the Bioline Group, we expect approximately 50% revenue growth for this operating segment in fiscal 2011, compared to fiscal 2010, and an approximate 3% decrease in sales excluding the effects of the Bioline Group.

Significant Customers

Two national distributors in our U.S. Diagnostics operating segment accounted for 50% and 48% of total sales for this operating segment for the second quarters of fiscal 2011 and 2010, respectively, and 51% and 61% during the six months ended March 31, 2011 and 2010, respectively. The lower percentage of sales during the first six months of fiscal 2011 reflects the comparative decline in the distributors’ inventory stocking of influenza and other products.

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Four diagnostic manufacturing customers in our Life Science operating segment accounted for 18% and 39% of total sales for this operating segment for the second quarters of fiscal 2011 and 2010, respectively, and 21% and 38% during the six months ended March 31, 2011 and 2010, respectively. The lower percentage of sales during both periods results primarily from the addition of the Bioline Group.

Operating Segment Revenues

Our reportable operating segments are U.S. Diagnostics, European Diagnostics and Life Science. The U.S. Diagnostics operating segment consists of manufacturing operations in Cincinnati, Ohio, and the sale and distribution of diagnostic test kits in the U.S. and countries outside of Europe, Africa and the Middle East. The European Diagnostics operating segment consists of the sale and distribution of diagnostic test kits in Europe, Africa and the Middle East. The Life Science operating segment consists of manufacturing operations in Memphis, Tennessee; Saco, Maine; Boca Raton, Florida; London, England; Luckenwalde, Germany; and Sydney, Australia and the sale and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells and bioresearch reagents domestically and abroad. The Life Science operating segment also includes the contract development and manufacture of proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Revenues for the Diagnostics operating segments, in the normal course of business, may be affected from quarter to quarter by buying patterns of major distributors, seasonality and strength of certain diseases and foreign currency exchange rates. Revenues for the Life Science operating segment, in the normal course of business, may be affected from quarter to quarter by the timing and nature of arrangements for contract services work, which may have longer production cycles than bioresearch reagents and bulk antigens and antibodies, as well as buying patterns of major customers. We believe that the overall breadth of our product lines serves to reduce the variability in consolidated revenues.

The Company has experienced no material negative impact on revenue as a result of the recent disaster in Japan, nor is any material negative impact anticipated at this time, although no assurances can be given with regard to material negative impacts that may arise in the future despite being unanticipated as of the date of this report. In addition, the Company’s supply of product and product components has not been and is not expected to be adversely impacted by the disaster.

Revenues for each of our operating segments are shown below.

	Three Months Ended March 31,									Six Months Ended March 31,
	2011			2010			Inc (Dec)			2011			2010			Inc (Dec)
U.S. Diagnostics	$	25,528		$	18,193			40	%	$	48,178		$	48,897			(1	)%
European Diagnostics		6,385			6,591			(3	)%		12,314			12,885			(4	)%
Life Science		9,146			6,363			44	%		17,830			11,822			51	%
Consolidated	$	41,059		$	31,147			32	%	$	78,322		$	73,604			6	%
International -
U.S. Diagnostics	$	1,617		$	1,248			30	%	$	3,213		$	2,977			8	%
European Diagnostics		6,385			6,591			(3	)%		12,314			12,885			(4	)%
Life Science		5,284			2,792			89	%		9,873			5,252			88	%
Total	$	13,286		$	10,631			25	%	$	25,400		$	21,114			20	%
% of total sales		32	%		34	%					32	%		29	%

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Gross Profit

	Three Months Ended March 31,									Six Months Ended March 31,
	2011			2010			Change			2011			2010			Change
Gross Profit	$	26,256		$	20,141			30	%	$	49,804		$	45,585			9	%
Gross Profit Margin		64	%		65	%	-1 point				64	%		62	%	+2 points

Gross profit margin improvement for the first six months of fiscal 2011 results primarily from the combined effects of continued operating efficiencies in our Cincinnati, Ohio diagnostic test manufacturing facility and the year-over-year decline in upper respiratory product sales. Our upper respiratory product family generally has a lower gross profit margin than our other focus product families (C. difficile, H. pylori and foodborne). Sales of upper respiratory products during the first six months of fiscal 2011 were approximately 13% of our consolidated sales, compared to 22% of consolidated sales for the comparable fiscal 2010 period. Specifically, sales of the Company’s influenza products represented approximately 2% of consolidated sales during the six months ended March 31, 2011, compared to approximately 11% in the first six months of fiscal 2010.

Our overall operations consist of the sale of diagnostic test kits for various disease states and in alternative test formats, as well as bioresearch reagents, bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells, proficiency panels, contract research and development, and contract manufacturing services. Product sales mix shifts, in the normal course of business, can cause the consolidated gross profit margin to fluctuate by several points.

Operating Expenses

	Three Months Ended March 31, 2011
										European and
										Global Sales &
										Marketing
	Research &			Selling &			General &			Leadership			Total Operating
	Development			Marketing			Administrative			Reorganization			Expenses
2010 Expenses	$	2,337		$	4,356		$	4,323		$	—		$	11,016
% of Sales		8	%		14	%		14	%		—	%		35	%
Fiscal 2011 Increases (Decreases):
U.S. Diagnostics		(140	)		826			(14	)		365			1,037
European Diagnostics		—			14			(52	)		875			837
Life Science
- Bioline Group		144			857			1,390			—			2,391
- Other		18			7			(12	)		—			13
2011 Expenses	$	2,359		$	6,060		$	5,635		$	1,240		$	15,294
% of Sales		6	%		15	%		14	%		3	%		37	%
% Increase		1	%		39	%		30	%		—	%		39	%

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Operating Expenses

	Six Months Ended March 31, 2011
										European and
										Global Sales &
										Marketing
	Research &			Selling &			General &			Leadership			Total Operating
	Development			Marketing			Administrative			Reorganization			Expenses
2010 Expenses	$	4,448		$	9,298		$	8,958		$	—		$	22,704
% of Sales		6	%		13	%		12	%		—	%		31	%
Fiscal 2011 Increases (Decreases):
U.S. Diagnostics		(180	)		926			244			365			1,355
European Diagnostics		—			(67	)		(88	)		875			720
Life Science
- Bioline Group		354			1,735			2,667			—			4,756
- Other		104			(30	)		143			—			217
2011 Expenses	$	4,726		$	11,862		$	11,924		$	1,240		$	29,752
% of Sales		6	%		15	%		15	%		2	%		38	%
% Increase		6	%		28	%		33	%		—	%		31	%

We continue to closely control spending for each of our operating segments.

The quarterly and year-to-date increases in all three ongoing operating expense categories (i.e., Research & Development, Selling & Marketing, and General & Administrative) of $3,038 and $5,808, respectively, result in large part from the addition of the Bioline Group’s operating expenses. Additionally, the six month year-to-date Selling & Marketing and General & Administrative expenses for the U.S. Diagnostics operating segment reflect the following:

Selling & Marketing

1)	Increased sales bonus expense of approximately $425 and $310 for the quarterly and six month year-to-date periods, respectively, due to increased sales performance;
2)	Increased samples and promotional expense of approximately $200 and $290 for the quarterly and six month year-to-date periods, respectively, resulting in large part from an effort to move flu inventory manufactured by third parties prior to its expiration; and
3)	Increased travel expenses related to illumigene® product placement costs for the quarterly and six month year-to-date periods of approximately $190 and $260, respectively.

General & Administrative

An approximate $400 increase in stock-based compensation expense for restricted stock grants during the fiscal 2011 first quarter.

During the second quarter of fiscal 2011, the Company incurred approximately $1,240 of costs in connection with the reorganization of our European and Global Sales and Marketing Leadership. Approximately 75% of these costs related to severance benefits for the former President and Managing Director of our European diagnostics business, with no further such costs anticipated at this time.

Operating Income

Operating income increased 20% to $10,962 for the second quarter of fiscal 2011, and decreased 12% to $20,052 for the first six months of fiscal 2011, as a result of the factors discussed above.

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Other Income and Expense

The increase in other income, net, during the six month year-to-date period can primarily be attributed to the addition of the Bioline Group, as it contributed to an improvement in net currency exchange gains/losses of approximately $90 and grant income from a foreign governmental agency of approximately $170.

Income Taxes

The effective rate for income taxes was 35% for the second quarter and first six months of both fiscal 2011 and 2010. For the fiscal year ending September 30, 2011, we expect the effective tax rate to remain at approximately 35%.

Liquidity and Capital Resources

Comparative Cash Flow Analysis

Our cash flow and financing requirements are determined by analyses of operating and capital spending budgets, consideration of acquisition plans, and consideration of common share dividends. We have historically maintained a credit facility to augment working capital requirements and to respond quickly to acquisition opportunities. Our investment portfolio presently contains overnight repurchase agreements and institutional money-market mutual funds. We used $23,849 from our investment portfolio to complete the acquisition of the Bioline Group during July 2010.

We have an investment policy that guides the holdings of our investment portfolio. Our objectives in managing the investment portfolio are to (i) preserve capital; (ii) provide sufficient liquidity to meet working capital requirements and fund strategic objectives such as acquisitions; and (iii) capture a market rate of return commensurate with market conditions and our policy’s investment eligibility criteria. As we look forward, we will continue to manage the holdings of our investment portfolio with preservation of capital being the primary objective.

Except as otherwise described herein, we do not expect current conditions in the financial markets, or overall economic conditions to have a significant impact on our liquidity needs, financial condition, or results of operations. We intend to continue to fund our working capital requirements and dividends from current cash flows from operating activities and cash on hand. We also have additional sources of liquidity through our investment portfolio and a $30,000 bank credit facility, if needed.

Net cash provided by operating activities decreased 38% for the first six months of fiscal 2011 to $10,341, reflecting the 11% decrease in net earnings and the effects of net working capital changes related to our investments in illumigene^® inventory, including readers, fluctuations in sales levels, and the timing of payments with suppliers. Net cash flows from operating activities and cash on hand are anticipated to be adequate to fund working capital requirements and dividends during the next 12 months. During the last five fiscal quarters, the per share amount of our cash dividend has exceeded the per share amount of our diluted earnings. As we enter fiscal 2012, management expects that the per share amount of our cash dividend will be at or near our policy of a 75% to 85% payout ratio, although no assurances can be made in this regard.

Capital Resources

We have a $30,000 credit facility with a commercial bank which expires on September 15, 2012. As of April 30, 2011, there were no borrowings outstanding on this facility and we had 100% borrowing capacity available to us. We have had no borrowings outstanding under this facility during the first six months of fiscal 2011, or during the full year of fiscal 2010.

Our capital expenditures for the second half of fiscal 2011 are estimated to be approximately $3,200. Such expenditures may be funded with cash and cash equivalents on hand, operating cash flows, and/or availability under the $30,000 credit facility discussed above. Capital expenditures relate to manufacturing and other equipment of a normal and recurring nature, as well as costs associated with production line automation in Cincinnati, facilities expansions in Cincinnati and Memphis, and computer system and software purchases for the Bioline Group. We also expect to have approximately $3,100 in expenditures for readers to support the ongoing illumigene^® product launch.

We do not utilize any special-purpose financing vehicles or have any undisclosed off-balance sheet arrangements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk since September 30, 2010.

ITEM 4. CONTROLS AND PROCEDURES

As of March 31, 2011, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2011. There have been no changes in our internal control over financial reporting identified in connection with the evaluation of internal control that occurred during the second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, or in other factors that could materially affect internal control subsequent to March 31, 2011.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes from risk factors as previously disclosed in the Registrant’s Form 10-K in response to Item 1A to Part I of Form 10-K.

ITEM 6. EXHIBITS

10.22	Antonio Interno Retirement-Related Agreements (Filed herewith)
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a) (Filed herewith)
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a) (Filed herewith)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MERIDIAN BIOSCIENCE, INC.
Date: May 10, 2011	/s/ Melissa A. Lueke
	Melissa A. Lueke
	Executive Vice President and Chief Financial Officer

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EX-10.22

Exhibit 10.22

RETIREMENT AND POST-EMPLOYMENT AGREEMENT

THIS RETIREMENT AND POST-EMPLOYMENT AGREEMENT (the “Agreement”) effective as of April 1, 2011 (the “Effective Date”) is entered into by and between Meridian Bioscience, Inc., an Ohio corporation with a principal place of business at 3471 Riverhills Drive, Cincinnati, Ohio 45244, USA (“Meridian”), and Antonio Alessandro Interno, an Italian citizen residing at Via dei Pini 8, 20020 Arconate, Milan, Italy (“Mr. Interno”).

RECITALS:

WHEREAS, Mr. Interno has elected, as of March 31, 2011, to retire and resign all official positions he holds at Meridian and certain of Meridian’s European subsidiaries; and

WHEREAS, Meridian has decided to accept Mr. Interno’s retirement and resignation; and

WHEREAS, in connection with Mr. Interno’s retirement and resignation, Mr. Interno and Meridian have agreed that Meridian will provide certain post-employment benefits to Mr. Interno, all on the terms and conditions set forth hereinafter.

NOW THEREFORE, in reliance on the foregoing, and in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Meridian and Mr. Interno agree as follows:

1. Retirement and Resignation. Mr. Interno hereby agrees to retire and resigns, as of March 31, 2011, from all official offices and/or positions held by Mr. Interno with respect to Meridian, and shall execute the form of resignation letter attached hereto as Exhibit A upon execution of this Agreement.

2. Continuation of Professional Services. For a period of twenty-one (21) months after the Effective Date, Meridian will contract with Mr. Interno, as an independent contractor, on the conditions specified in that certain Professional Services Agreement attached hereto as Exhibit B (the “Professional Services Agreement”). Meridian and Mr. Interno shall execute the Professional Services Agreement upon execution of this Agreement. Notwithstanding the above, the twenty-one (21) month period will be extended for an additional monthly period, or portion thereof, to equal the amount, if any, that Mr. Interno may be entitled to receive as bonus compensation under the Officer’s Performance Compensation Plan utilizing Mr. Interno’s fiscal 2011 world-wide compensation of EUR 296,337 and a Personal Achievement multiplier of 1.0, for this fiscal year of Meridian (Fiscal Year 2011). By way of example, if Mr. Interno’s bonus compensation would be €32,500, Mr. Interno’s Professional Services Agreement would be extended an additional five (5) months.

3. Equity Award. Mr. Interno shall receive equity awards under the terms and conditions provided in the Meridian Bioscience, Inc. 2004 Equity Compensation Plan, as amended and restated through January 22, 2008, for an employee under Mr. Interno’s specific position. The provisions of section 2(a) of the November 11, 2010 Restricted Stock Unit Award Agreement-Performance Award shall control this award which is dependent upon reaching Net Earnings of $33,400,000 for fiscal 2011.

4. General Release. Mr. Interno hereby releases, acquits and forever discharges Meridian, its affiliates and their respective officers, directors, shareholders, employees, agents, representatives, parents, subsidiaries, successors, and assigns (“Released Parties”) from any and all causes of action, claims, suits, compensation, demands, damages, costs, interest (statutory or common law), expenses, attorney fees and liabilities of any kind, known or unknown, which Mr. Interno had, now has or might hereafter have against any or all of the Released Parties arising from Mr. Interno’s employment as an officer or any other capacity of Meridian.

Mr. Interno acknowledges and agrees (i) that Mr. Interno’s waiver of rights under this Release is knowing and voluntary; (ii) that Mr. Interno is releasing all claims for discrimination under federal, state and local laws, including the Age Discrimination in Employment Act; (iii) that Mr. Interno agrees to not file a lawsuit against Meridian, and if an administrative claim is filed by Mr. Interno or anyone else with the Equal Employment Opportunity Commission or similar state agency, Mr. Interno expressly waives the right to receive any monetary damages as a result of such claim; (iv) that Mr. Interno has the right to consult an attorney in connection with his decision to enter into this release; (v) that Meridian has given Mr. Interno a period of at least 21 days to consider this release; (vi) that Mr. Interno has the right to revoke this release within the seven day period after he signs it; and (vii) that the release does not cover claims which might arise after the date Mr. Interno signs it.”

5. Miscellaneous Items. (a) Meridian and Mr. Interno agree that Mr. Interno may take with him as of the Effective Date, his office chair and office computer (a laptop and a desk top computer) that Mr. Interno currently has in his office with Meridian Bioscience Europe S.r.l. (“MBE”); and (b) Meridian and Mr. Interno agree that Mr. Interno will retain a phone number and e-mail address at MBE for a period of twenty-one (21) months from the Effective Date.

6. Non-Competition. As consideration for payments and obligations of Meridian under this Agreement to Mr. Interno, during the term of the Professional Services Agreement, and for a period of two (2) years from the termination or expiration of the Professional Services Agreement, Mr. Interno covenants and agrees that:

(a) Mr. Interno shall not, directly or indirectly, engage in the developing, manufacturing, or marketing of immunodiagnostic and molecular test kits, purified reagents, related diagnostic products or other business conducted by Meridian or any of its affiliates, nor, directly or indirectly, enter into any competition with Meridian or any of its affiliates, in any location or jurisdiction in which Mr. Interno has conducted business on behalf of Meridian or any of its Affiliates at any time;

(b) Mr. Interno shall not solicit, directly or indirectly, any of Meridian’s or any of its affiliates’ customers, business contacts or other affiliates who became known to Mr. Interno while he was employed or acted on behalf of Meridian or any of its affiliates;

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(c) Mr. Interno shall not solicit or hire any of Meridian’s or any of Meridian affiliates’ employees, independent contractors or other contracted parties performing services for Meridian or any of Meridian’s affiliates.

7. Confidentiality. Subject to the right to enforce the terms of this Agreement, Mr. Interno agrees not to disclose the terms of this Agreement to any person or entity without the written consent of Meridian, except to Mr. Interno’s immediate family members, tax preparer, and legal counsel, provided they agree to honor this non-disclosure provision, or where disclosure is required by law.

8. Contemporaneous Execution. This Agreement shall be executed simultaneously with a Mutual Termination and Full Settlement between Mr. Interno, Meridian Bioscience Europe S.r.l., an Italian corporation, Meridian Bioscience Europe S.A., a Belgian corporation, Meridian Bioscience S.A., a Belgian corporation, and Meridian Bioscience B.V., a Netherland corporation.

9. Entire Agreement and Amendments. Meridian and Mr. Interno agree that this Agreement, including the exhibits hereto, constitutes the entire agreement between them with respect to the subject matter hereof, and that any and all prior discussions, negotiations, agreements and understandings including, without limitation, any prior agreement between Meridian and Mr. Interno are hereby superseded. The terms and provisions of this Agreement shall not be changed, amended, waived, modified or terminated in any respect whatsoever except by a written instrument executed by Meridian and Mr. Interno.

10. No Waiver of Rights. Neither any failure nor any delay on the part of Meridian in exercising any right, power or privilege hereunder shall operate as a waiver thereof on the part of Meridian nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege by Meridian.

11. Notice. Any and all notices given or required to be given hereunder shall be sent in accordance with Section 10 of Exhibit A attached hereto.

12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

13. Headings; Gender; Number. The headings contained in this Agreement are for convenience only and shall not be construed as substantive provisions of this Agreement. Words of any gender shall include any other gender, unless the context requires otherwise. Singular words shall include the plural and plural words shall include the singular, unless the context requires otherwise.

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14. Governing Law; Jurisdiction. This Agreement shall be governed by the internal substantive laws of the State of Ohio, USA, without reference to conflict of laws principles. All claims, disputes, or lawsuits arising under or from this Agreement shall be exclusively instituted in the state and federal courts situated in Hamilton County, Ohio, U.S.A., and Meridian and Mr. Interno hereby unconditionally and irrevocably submit and consent to the jurisdiction and venue of any such court for such purpose.

15. Change in Control. Upon the occurrence of a Change in Control as defined in Sections 4.3 and 4.4 of the Meridian Bioscience, Inc. 2004 Equity Compensation Plan as Amended and Restated through January 22, 2008, any remaining payments under the Professional Services Agreement shall be accelerated and paid in a lump sum.

[Remainder of page is blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

WITNESSES:	Company:
	MERIDIAN BIOSCIENCE, INC.
/s/ Fabio Rossella	By:	/s/ John A. Kraeutler
Fabio Rossella		Name:	John A. Kraeutler
Witness for Interno		Title:	CEO
	ANTONIO ALESSANDRO INTERNO:
/s/ Torretta Simona	/s/ Antonio Alessandro Interno
Torretta Simona
Witness for Interno
/s/ Melissa Lueke
Melissa Lueke
Witness for Kraeutler

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EXHIBIT A

RESIGNATION LETTER

March 31, 2011

Meridian Bioscience, Inc.
3471 Riverhills Drive
Cincinnati, Ohio 45244
Attention: Mr. John A. Kraeutler

RE: Resignation

Gentlemen:

I hereby resign effective immediately from all of my official capacities as an officer of Meridian Bioscience, Inc., and from all other capacities that I act on behalf of Meridian Bioscience, Inc. up to this date.

Sincerely,


ANTONIO ALESSANDRO INTERNO
 

/s/ Antonio Alessandro Interno  

EXHIBIT B
PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (“the Agreement”) executed effective as of the 1st day of April, 2011, is entered into by and between Meridian Bioscience, Inc., an Ohio corporation with a principal place of business at 3471 Riverhills Drive, Cincinnati, Ohio 45244, USA (“Meridian”), and Antonio Alessandro Interno, an Italian citizen residing at Via dei Pini 8, 20020 Arconate, Milan, Italy (“Mr. Interno”).

WHEREAS, Meridian desires to build and promote brand awareness and equity within Africa, Europe, the Middle East and Scandinavia; and

WHEREAS, Mr. Interno has the knowledge, experience and desire to assist Meridian in this capacity.

NOW THEREFORE, in reliance on the foregoing, and in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Meridian and Mr. Interno agree as follows:

1. Professional Services. Mr. Interno shall provide professional services to Meridian, as an independent contractor, with the objective to build and promote brand awareness and equity within Africa, Europe, the Middle East and Scandinavia, related to the Meridian Bioscience trade name. Mr. Interno shall perform such services to, and on behalf of, Meridian on a monthly basis, including, but not limited to, the following (“Services”):

a. Identifying and introducing key opinion leaders, hospitals, laboratories, physicians and other healthcare diagnostic supply chain participants with the objective of promoting the Meridian brand;

b. Alerting management of competitors at risk for possible intellectual property infringement that could harm the Meridian brand;

c. Identifying potential product sourcing opportunities that could complement the Meridian brand; and

d. Other similar activities with the objective of promoting the Meridian brand.

Mr. Interno shall perform all Services under this Agreement outside the United States as an “independent contractor” and not as an employee or agent of Meridian or any of Meridian’s subsidiary companies. Mr. Interno is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Meridian or to bind Meridian in any manner. For sake of clarity, Mr. Interno shall not be authorized to negotiate or execute contracts or any type of business transaction on behalf of Meridian. Mr. Interno warrants, represents and covenants that he shall provide the Services in good faith and in a diligent, businesslike and professional manner.

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2. Fees and Payments. Meridian shall pay Mr. Interno as full payment for Services rendered by him hereunder, at a monthly rate of six-thousand five-hundred Euros (€6,500.00) (“Professional Services Fee”). The Professional Services Fee shall be payable by Meridian on the 15^th calendar day of each month, provided that prior to the 10^th calendar day of each month, Mr. Interno has submitted to Meridian an invoice for that month. Mr. Interno shall submit his invoices to Meridian’s Chief Financial Officer (CFO) or Chief Executive Officer (CEO) via e-mail or facsimile.

Meridian shall reimburse Mr. Interno for only pre-approved (by the CFO or CEO) out-of-pocket costs that he may incur in his performance of his obligations under this Agreement. Such reimbursement shall not exceed five thousand Euros (€5,000.00) in any calendar year.

3. Term. Subject to the provisions of this Section 3, the term of this Agreement (the “Term”) shall commence on the date hereof and end on December 31, 2012, unless this Agreement is terminated by mutual written agreement of the parties. Notwithstanding the foregoing, this Agreement and all rights of Mr. Interno under this Agreement will terminate (except as otherwise provided in this Section),

a. Upon the death of Mr. Interno;

b. Upon breach of any provision of this Agreement.

4. Authority and Indemnification of Meridian. Mr. Interno represents that he is not restricted or prohibited in any manner from entering into this Agreement and performing the duties for Meridian as herein provided. Mr. Interno shall indemnify and save harmless Meridian from any damages, liabilities, actions, suits or other claims, and from reasonable attorneys’ fees and costs incurred by Meridian in defending against same, should Mr. Interno’s representations set forth in this Section 4 be challenged.

5. Severability. If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable in any respect, Meridian and Mr. Interno agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law. If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable in any respect, the remainder of this Agreement and all other provisions hereof shall not be affected thereby.

6. Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns; provided, however, that Mr. Interno shall not assign any of Mr. Interno’s rights or delegate any of his duties hereunder without the prior written consent of Meridian. Meridian shall not assign any of its rights or delegate any of its duties hereunder to any person or entity without the prior written consent of Mr. Interno.

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7. Governing Law. This Agreement shall be governed by the internal substantive laws of the State of Ohio, USA, without reference to conflict of laws principles. All claims, disputes, or lawsuits arising under or from this Agreement shall be exclusively instituted in the state and federal courts situated in Hamilton County, Ohio, U.S.A., and Meridian and Mr. Interno hereby unconditionally and irrevocably submit and consent to the jurisdiction and venue of any such court for such purpose.

8. Entire Agreement and Amendments. Meridian and Mr. Interno agree that this Agreement constitutes the entire agreement between them with respect to the subject matter hereof, and that any and all prior discussions, negotiations, agreements and understandings including, without limitation, any prior agreement between Meridian and Mr. Interno are hereby superseded. The terms and provisions of this Agreement shall not be changed, amended, waived, modified or terminated in any respect whatsoever except by a written instrument executed by Meridian and Mr. Interno.

9. No Waiver of Rights. Neither any failure nor any delay on the part of Meridian in exercising any right, power or privilege hereunder shall operate as a waiver thereof on the part of Meridian nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege by Meridian.

10. Notice. Any and all notices given or required to be given hereunder shall be sent by personal delivery or by certified mail, return receipt requested, and shall conclusively be deemed to have been received on the date such notice is delivered at the address specified below (or such other address as may be specified in writing by the parties hereof) or, in the case of certified mail, on the fifth (5th) business day following the date on which it was mailed.

If to Meridian:	MERIDIAN BIOSCIENCE, INC.
	3471 River Hills Drive
	Cincinnati, Ohio 45244
	Attention: John A. Kraeutler

If to Mr. Interno, at the address set forth on the first page hereof.

11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

12. Headings; Gender; Number. The headings contained in this Agreement are for convenience only and shall not be construed as substantive provisions of this Agreement. Words of any gender shall include any other gender, unless the context requires otherwise. Singular words shall include the plural and plural words shall include the singular, unless the context requires otherwise.

[Remainder of page is blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

WITNESSES:	Company:
	MERIDIAN BIOSCIENCE, INC.
/s/ Melissa Lueke	By:	/s/ John A Kraeutler
Melissa Lueke		Name:	John A. Kraeutler
		Title:	CEO
	ANTONIO ALESSANDRO INTERNO:
	/s/ Antonio Alessandro Interno

Between

Meridian Bioscience Europe S.r.l.

and

Meridian Bioscience Europe S.A.

and

Meridian Bioscience S.A.

and

Meridian Bioscience Europe B.V.

and

Mr. Antonio Alessandro Internò

Mutual termination of employment relationship and directorship
and full and general novation settlement

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On 22/3, 2011, in Milan (Italy)

BETWEEN

Meridian Bioscience Europe S.r.l., an Italian corporation with registered office in Villa Cortese (MI), Via Dell’Industria no. 7, represented by Mr. John A Kraeutler, in his capacity as Director (hereinafter referred to as “MBE Italy”)

As the first party

- And -

Meridian Bioscience Europe S.A., a Belgian corporation with registered office in Nivelles, Rue de l’Industrie no. 7 B-1400, represented by Mr. John A Kraeutler, in his capacity as Director

As the second party

- And -

Meridian Bioscience S.A., a Belgian corporation with registered office in Nivelles, Rue de l’Industrie no. 7 B-1400, represented by Mr. John A Kraeutler, in his capacity as Director;

As the third party

- And -

Meridian Bioscience B.V., a Dutch corporation with registered office in Haiderheiweg 6, 5282 SN Boxtel, represented by Mr. John A Kraeutler as an authorized representative;

As the fourth party

- And -

Mr. Antonio Alessandro Internò, resident in 20020 Arconate (MI), Via dei Pini, no. 8, (hereinafter referred to as the “Executive” or the “Managing Director”)

As the fifth party

RECITALS

A. With the Board of Directors’ resolution dated September 7, 1994 Mr. Internò was appointed Managing Director of MBE Italy for an indefinite period of time;

B. On December 1, 2001, Mr. Internò was hired by MBE Italy as an Executive under the National Collective Labour Agreement for Executives of the Trade sector (hereinafter referred to as “CBA”);

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C. In addition, Mr. Internò holds the following corporate offices: (i) Chairman of the Board of Directors and Managing Director of Meridian Bioscience Europe S.A.; (ii) Chairman of the Board of Directors and Managing Director of Meridian Bioscience S.A.; (iii) Chairman of the Board of Directors and Managing Director of Meridian Bioscience Europe B.V.;

D. in the spirit of co-operation which has always characterised their relationships, the parties are willing to settle amicably, once for all, any past or future questions regarding the execution and the termination of both the employment relationship with MBE Italy and all the above mentioned directorships, within a sole and general and full settlement.

Termination of the employment relationship and directorship
and general and full settlement

1. Recitals

(1) The above Recitals are part of this agreement.

2. Termination by mutual consent of the employment relationship with MBE Italy

(1) MBE Italy proposed to the Executive to terminate his employment contract by mutual consent and offered him a leaving incentive.

(2) The Executive accepted the above proposal at the conditions set forth hereunder.

(3) The employment contract between Mr. Internò and MBE Italy is deemed terminated by mutual consent effective as of April 1, 2011, with termination on the same date of any mutual obligations deriving from the law and/or from the contract.

(4)	Mr. Internò shall return, within five (5) days from April 1, 2011, all the company items and goods currently in his possession.
(5)	Mr. Internò shall receive:

a. the fixed salary until the date of termination of the employment relationship;

b. the supplementary monthly salary instalments accrued (13^th and 14^th month provisions) until the actual termination date;

c. the indemnity in lieu of accrued and unused holidays and leaves;

d. he severance payment (“Trattamento di Fine Rapporto”), if not transferred to third parties.

(6) All other benefits shall cease as of April 1, 2011.

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3. Leaving incentive

(1) In addition to the amounts provided under clause 2.(5), MBE Italy shall pay the Executive a gross amount of EUR 550.000,00 as leaving incentive and as compensation for the termination by mutual consent of the employment relationship indicated under point B. of the Recitals. It is agreed that such payment is conditioned to the formalization of the settlement agreement as provided under clause 7.(1).

(2) The amount specified under clause 3. (1) is not subject to any social contribution payments in accordance with Section 12 of Italian Law no. 153 of 30 April 1969, as amended by Section 6 of Law Decree no. 314 of 2 September 1997. This amount shall be subject to personal income tax (i.e. “Imposta sul reddito delle persone fisiche” IRPEF), as calculated according to the criteria provided by Sections 17 and 19 of Presidential Decree no. 917 of 22 December 1986 (TUIR). Payment of the gross amount specified under clause 3.(1) shall be made to Executive after deducting the withholding taxes.

4. Termination of the corporate offices

(1) Mr. Internò undertakes to renounce and resign with immediate effect from his office of Director and Managing Director of MBE Italy, by signing and sending, by March 31, 2011 and no later, the relevant resignation letters attached hereto as Exhibit A to the members of Board of Directors and to the Chairman of the Board of Statutory Auditors. In any case, the Executive agrees that this agreement represents the renouncement of his offices with immediate effect according to law and to Section 2385 of the Italian Civil Code.

(2) Furthermore, Mr. Internò undertakes to renounce and resign with immediate effect from his corporate offices indicated under point C of the Recitals as of April 1, 2011, by signing and sending, by March 31, 2011 and no later, the relevant resignation letters attached hereto as Exhibits B, C and D to the competent corporate boards as provided by the local laws. In any case, Mr. Internò agrees that this agreement represents the renouncement of his corporate offices held at all the aforementioned companies with immediate effect, according to the local laws of the countries where these companies are located.

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(3) Moreover, Mr. Internò undertakes to hand over to the person who will be indicated, by and not later than April 6, 2011, all and any information and description relating to MBE Italy and/or to any other company of the Group, such as technical, organizational, financial or commercial information as well as any other information or corporate secret relating to such companies that Mr. Internò has learned during his employment and/or corporate relationships. By way of example and without limitation, Mr. Internò undertakes to disclose, before the above mentioned term, to the person who will be indicated any information concerning trade negotiations and any talks pending or potential with actual and/or prospective customers and/or with any third party, models or technical solutions, organizational practices, company and Group plans, names of customers and suppliers, development and investment plans as well as any other information relating to the activity carried out by any company of the Group that he has been informed during the employment and/or the corporate relationships hereunder. All of the corporate documents, of any kind, including hardware and software, personal notes on acts or facts concerning the employment and the corporate relationships hereunder, plans, corporate production processes, methods, know-how, trade secrets, schemes, technologies, reports, researches, correspondence and personal notes on acts or facts relating to the Executive’s activity, shall be handed over by the aforesaid term to the person who will be indicated as above.

5. Non competition

(1) In consideration of the directorships held by Mr. Internò at MBE Italy, it is provided that he shall remain subject to the non-competition agreement executed on February 19, 1991 and to the terms and conditions set forth therein for a period of five years starting from April 1, 2011.

6. Waivers

(1) In the context of a general novation settlement pursuant to Sections 1965 and 1975 of the Italian Civil Code, Mr. Internò waives to any claim against Meridian Bioscience Europe S.r.l., as well as to any claim towards any other parent company, subsidiary, or controlled company or any other company of the Meridian Group, in Italy or abroad, for any right arising from or related to the employment relationship indicated under point B. of the Recitals and its termination, including any right provided by law and by the CBA. By way of example, but not limited to, the Executive waives all claims for different seniority, salary differences and outstanding remuneration of any kind (including bonuses and rights related to and deriving from any incentive plan that the Executive participated in), withholding taxes, any kind of expenses refund, different calculation of salary items, paid in any form, in relation to legal and contractual institutes. Furthermore the Executive waives any indemnities as well as any claims for damages including tort and/or non-material damages according to Sections 2043, 2059, 2087, 2103 and 2116, second paragraph, of the Italian Civil Code.

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(2) Moreover, still within the aforesaid context of general and full settlement pursuant to Sections 1965 and 1975 of the Italian Civil Code, Mr. Internò waives to claim any potential right that may arise out of or be related to:

(i) the execution and the termination of the directorships indicated under points A. of the Recitals, against MBE Italy and/or against any other company connected to or controlled by such company, as well as against any other company of the Meridian Group anywhere located or incorporated;

(ii) the execution and the termination of the directorships indicated under points C. of the Recitals, against the respective companies in which the corporate offices therein mentioned are held by Mr. Internò and/or against any other company connected to or controlled by those companies, as well as against any other company of the Meridian Group anywhere located or incorporated.

(3) The waivers under clause 6.(2) include, but are not limited to, any different qualification of the relevant corporate offices, any right concerning outstanding remuneration of any kind (including eventual bonuses and rights related to and/or deriving from any incentive plan that Mr. Internò participated in), withholding taxes, any kind of expenses refund, any other right deriving from law. Mr. Internò also waives any indemnities and any claims for damages including tort and/or non-material damages according to sections 2043, 2059 and 2087 of the Italian Civil Code, as well as any possible remunerations, indemnities, compensations and claim relating to or deriving from the corporate offices indicated under point A. of the Recitals, including the rights deriving from Sections 2383, paragraph 3, and 2389 of the Italian Civil Code.

(4) Furthermore, Mr. Internò expressly represents and warrants that as at the date of execution of this agreement he is not aware of any potential claim, civil and/or criminal proceedings against him or any of the undersigned companies that may arise from or anyhow be connected with the performance of the directorships and/or the employment relationships specified under points A., B. and C. of the Recitals.

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(5) Against the waivers indicated under clauses 6.(1), 6.(2) and 6.(3), MBE Italy, Meridian Bioscience Europe S.A., Meridian Bioscience SA and Meridian Bioscience B.V. accept such waivers and expressly waive any action and/or claim against Mr. Internò in relation to any responsibility connected to his corporate offices of Managing Director/Chairman of the Board of Directors/legal representative of the aforementioned corporations. Moreover, the above corporations represent that they have no further claim against Mr. Internò in connection with the above corporate offices, save for any eventual damages deriving to the corporations from any act and/or deed executed by Mr. Internò with gross negligence or willful misconduct and save for any illegal act committed by Mr. Internò in violation of Italian laws and/or US Foreign Corrupt Practices Act and/or US Export Control Laws.

(6) In addition, the corporations MBE Italy, Meridian Bioscience Europe S.A., Meridian Bioscience S.A. and Meridian Bioscience B.V. undertake to keep Mr. Internò unharmed and guaranteed against any possible negative economic consequence which may arise in connection with any claim and/or demand and/or dispute brought by third parties against Mr. Internò in his capacity as Managing Director/Chairman of the Board of Directors/legal representative of the aforementioned corporations, save for any act and/or deed executed by Mr. Internò with gross negligence or willful misconduct and except for any illegal act committed by Mr. Internò in violation of Italian laws and/or US Foreign Corrupt Practices Act and/or US Export Control Laws.

(7) More specifically, MBE Italy hereby expressly represents to keep Mr. Internò unharmed and indemnified against any present or future claim and/or demand and/or dispute which may involve Mr. Internò in his capacity as Managing Director/Chairman of the Board of Directors/legal representative/Executive of MBE Italy, save for any act and/or deed executed by Mr. Internò with gross negligence or willful misconduct and except for any illegal act committed by Mr. Internò in violation of Italian laws and/or US Foreign Corrupt Practices Act and/or US Export Control Laws.

(8) The corporations MBE Italy, Meridian Bioscience Europe S.A,. Meridian Bioscience SA and Meridian Bioscience BV undertake to bear the costs of any possible fine and/or penalty, which may be inflicted to Mr. Internò due to the personal and/or joint responsibility with the aforementioned corporations, for facts relating to or connected with his corporate offices of Managing Director/Chairman of the Board of Directors/legal representative/Executive of the same corporations, save for any act and/or deed executed by Mr. Internò with gross negligence or willful misconduct and except for any illegal act committed by Mr. Internò in violation of Italian laws and/or US Foreign Corrupt Practices Act and/or US Export Control Laws.

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(9) The parties declare that with execution of this settlement, and the fulfillment of the same, they do not have any further claim deriving from the execution and the termination of the employment relationship and/or any directorship or corporate office mentioned in this agreement

7. Settlement

(1) The payment of the amounts provided for in clause 3.(1) shall be made on the condition that Mr. Internò signs, in front of one of the offices indicated by Sections 410 and 411 of the Italian Civil Procedure Code, an additional settlement agreement with MBE Italy, that shall have the exact same contents of this agreement within about 60 days from today subject to the availability of the offices.

8. Terms of payment

(1) The payment of the amount set forth under clause 2.(5) shall be made with the usual terms and methods.

(2) The payment of the gross amount sets forth under clause 3.(1) shall be made, after deducting withholding taxes as provided by Italian law, by wire transfer to the bank account of Mr. Internò already used by MBE Italy to deposit his employment salary, within maximum 60 days from the termination of the employment relationship and in any case after the formalization of the settlement agreement as provided under clause 7.(1).

Mr. Antonio Alessandro Internò	/s/ Antonio Alessandro Internò
Meridian Bioscience Europe S.r.l.	/s/ John A. Kraeutler
Meridian Bioscience Europe S.A.	/s/ John A. Kraeutler
Meridian Bioscience S.A.	/s/ John A. Kraeutler
Meridian Bioscience Europe B.V.	/s/ John A. Kraeutler

9

Exhibit A

Milan, March 31, 2011

To the kind attention of the Board of Directors
Messrs. William J. Motto and John A. Kraeutler
Meridian Bioscience Europe S.r.l.
Via dell’Industria, no. 7
20020 — Villa Cortese (MI)

Registered letter
Anticipated by Fax on no. 513.271.3762

To the kind attention of the Chairman of the Board of Auditors
Mr. Aldo D’Aula
Meridian Bioscience Europe S.r.l.
Via dell’Industria, no. 7
20020 — Villa Cortese (MI)

Registered letter
Anticipated by Fax on no. 0331.433616

Resignation

I, the undersigned, Antonio Alessandro Internò, hereby resign from the office of Director and Managing Director of Meridian Bioscience Europe S.r.l. with irrevocable and definitive effect as of April 1, 2011.

Moreover, I hereby state to have nothing to claim against the Company in connection with the above mentioned offices, as compensation, reimbursement of expenses and/or for any further possible title, reason or cause.

Yours sincerely

Antonio Alessandro Internò

/s/ Antonio Alessandro Internò

10

Exhibit B

Milan, March 31, 2011

To the kind attention of the Board of Directors
Meridian Bioscience Europe S.A.
Rue de l’Industrie no. 7 B
Nivelles

Registered letter

Resignation

Dear Mr Kraeutler,

Hereby I would like to inform you that I am resigning from my mandate as director and managing director of Meridian Bioscience Europe SA (RPR 0408.081.968), and this as of 31 March 2011.

As there are currently only two directors, I will assist with all formalities and sign all required documents in order to foresee in my replacement.

I can confirm that director fees remuneration has been paid to me through the period ending 31 March 2011.

Moreover, I hereby state to have nothing to claim against the Company in connection with the above mentioned offices, as compensation, reimbursement of expenses and/or for any further possible title, reason or cause.

Yours sincerely,

Antonio Alessandro Internò

/s/ Antonio Alessandro Internò

11

Exhibit C

Milan, March 31, 2011

To the kind attention of the Board of Directors
Meridian Bioscience S.A.
Rue de l’Industrie no. 7 B
Nivelles

Registered letter

Resignation

Dear Mr Kraeutler,

Hereby I would like to inform you that I am resigning from my mandate as director and managing director of Meridian Bioscience SA (RPR 0450.405.345), and this as of 31 March 2011.

As there are currently only two directors, I will assist with all formalities and sign all required documents in order to foresee in my replacement.

I can confirm that director fees remuneration has been paid to me through the period ending 31 March 2011. Moreover I hereby state to have nothing to claim against the Company in connection with the above mentioned offices, as compensation, reimbursement of expenses and/or for any further possible title, reason or cause.

Yours sincerely,

Antonio Alessandro Internò

/s/ Antonio Alessandro Internò

12

Exhibit D

Milan, March 31, 2011

Resignation statement

I, the undersigned, Antonio Alessandro Internò, hereby declare:

(i) that the undersigned is a member of the Management Board of Meridian Bioscience Europe B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its registered office at Boxtel (the Netherlands) and having its correspondence address at Halderheiweg 6, 5282 SN Boxtel (the Netherlands), (hereinafter: the “Company”);

(ii) to resign as a member of the Management Board of the Company with effect as from 31 March 2011;

(iii) not to have and that he will not have as per his resignation becoming effective any claim against the Company relating to his position as a member of the Management Board of the Company.

Antonio Alessandro Internò

/s/ Antonio Alessandro Internò

13

Between

Meridian Bioscience Europe S.r.l.

and

Meridian Bioscience, Inc.

and

Mr. Antonio Alessandro Internò

Voluntary set-off agreement ex Article 1252 of Italian Civil Code

14

On 18 Aprile, 2011 in Milan, Italy

BETWEEN

Meridian Bioscience Europe S.r.l., an Italian corporation with registered office in Villa Cortese (MI), Via Dell’Industria no. 7, represented by Mr. John A Kraeutler, in his capacity as Director (hereinafter referred to as “MBE Italy”)

As the first party

- And -

Meridian Bioscience, Inc., a US corporation with a principal place of business at 3471 Riverhills Drive, Cincinnati, Ohio (USA), represented by Mr. John A Kraeutler, in his capacity as Director (hereinafter referred to as “Meridian USA”)

As the second party

- And -

Mr. Antonio Alessandro Internò, resident in Arconate (MI), Via dei Pini, no. 8, (hereinafter referred to as the “Executive”)

As the third party

RECITALS

A. Mr. Internò has been an Executive of Meridian Bioscience Europe S.r.l., a company belonging to Meridian Group, since December 1 2001 until April 1, 2011;

B. during his employment relationship with MBE Italy, Mr. Internò has participated to the Equity Plan “2004 Equity Compensation Plan as Amended and Restated trough January 22, 2008”, approved by Meridian USA on 2004 and afterwards amended on January 22, 2008;

C. as per the provisions of such Equity Plan, the following stock units have been assigned to Mr. Internò:

(i) no. 7,500 “restricted stock units”, awarded on November 12, 2009, which have became fully vested upon the termination of the employment relationship of Mr. Internò with MBE Italy;

(ii) no. 7,500 “restricted stock units”, awarded on November 11, 2010, which have became fully vested upon the termination of the employment relationship of Mr. Internò with MBE Italy;

15

(iii) no. 7,500 “performance-based stock units”, awarded on November 11, 2010, which will become fully vested when the actual earnings of Meridian USA will be released to the public indicatively on November 2011, upon condition that the net earnings of Meridian USA will exceed 33,400,000 US dollars;

D. the employment relationship between MBE Italy and the Executive is terminated by mutual consent by means of the settlement agreement executed between the parties on March 22, 2011;

E. within such settlement agreement MBE Italy has undertaken to pay to Mr. Internò, on top of the normal end-of-service accruals, an amount as leaving incentive and as compensation for the termination of the employment relationship equal to gross Euro 550,000 (fivehundrenfitythousand/00) by and no later than 60 days from the termination of the employment relationship and anyhow on condition that the settlement agreement will have been formalized before one of the offices indicated by Sections 410 and 411 of Italian Civil Procedure Code;

F. the parties have not yet formalized and executed the settlement agreement mentioned under point E. above and therefore MBE Italy has not yet paid to the Executive the aforesaid amount as leaving incentive and as compensation for the termination of the employment relationship.

NOW THEREFORE

In reliance of the foregoing, the parties agree as follows.

1. Recitals

(1) The above Recitals are part of this agreement.

2. Set-off agreement

(1) MBE Italy and Meridian USA hereby states that the withholding taxes that shall be collected on the counter value of the shares that will be issued on the basis of the 15,000 “restricted stock units” mentioned under points C.(i) and C.(ii) of the Recitals, reckoned as at April 1 2011, is equal to Euro 108,914.97 (onehundredeightthousandninehundredfourteen/97)

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(2) Mr. Internò hereby acknowledges the correctness of such amount and expressly agrees that the amount of Euro 108,914.97 (onehundredeightthousandninehundredfourteen/97) shall be offset, pursuant to Article 1252 of Italian Civil Code, against the credit claimed by the Executive from MBE Italy and thus that such amount shall be deducted from the net amount equivalent to the gross amount of Euro 550,000 (fivehundredfiftythousand/00) after tax, payable to the Executive by MBE Italy as provided for by the settlement agreement executed on March 22, 2011.

Mr. Antonio Alessandro Internò	/s/ Antonio Alessandro Internò
Meridian Bioscience Europe S.r.l.	/s/ Fabio Rossella
Meridian Bioscience Inc.	/s/ John A. Kraeutler

17

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)

I, John A. Kraeutler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Meridian Bioscience, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2011

/s/ John A. Kraeutler

John A. Kraeutler

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)

I, Melissa A. Lueke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Meridian Bioscience, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2011

/s/ Melissa A. Lueke

Melissa A. Lueke

Executive Vice President and Chief Financial Officer

EX-32

Meridian Bioscience, Inc.

Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the Quarterly Report of Meridian Bioscience, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2011 (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John A. Kraeutler

John A. Kraeutler

Chief Executive Officer

May 10, 2011

/s/ Melissa A. Lueke

Melissa A. Lueke

Executive Vice President and

Chief Financial Officer

May 10, 2011