SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Biosite Incorporated

(Name of Subject Company)

Biosite Incorporated

(Name of Person Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

090945 10 6

(CUSIP Number of Class of Securities)

Kim D. Blickenstaff

Chairman and Chief Executive Officer

Biosite Incorporated

9975 Summers Ridge Road

San Diego, California 92121

(858) 805-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person Filing Statement)

With copies to:

David B. Berger, Esq.	Frederick T. Muto, Esq.
Vice President, Legal Affairs	Jason L. Kent, Esq.
Biosite Incorporated	Cooley Godward Kronish LLP
9975 Summers Ridge Road	4401 Eastgate Mall
San Diego, California 92121	San Diego, California 92121
(858) 805-2000	(858) 550-6000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2007 (the Schedule 14D-9, as previously filed with the SEC and as the same is amended or supplemented from time to time, the “Schedule 14D-9”) by Biosite Incorporated, a Delaware corporation (“Biosite”), relating to the tender offer made by Louisiana Acquisition Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Beckman Coulter, Inc. (“Beckman”), disclosed in a Tender Offer Statement on Schedule TO, dated April 2, 2007, to purchase all of the outstanding shares of common stock, $0.01 par value per share, of Biosite at a purchase price of $85.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 2, 2007, and in the related Letter of Transmittal. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of Item 8:

On April 5, 2007, Biosite issued a press release announcing receipt of an unsolicited letter from Inverness Medical Innovations, Inc. (“Inverness”) in which Inverness indicates that it is prepared to offer to acquire all of Biosite’s outstanding common stock, other than the approximately 4.9% of Biosite common stock Inverness already owns, in a cash merger for $90.00 per share. Inverness is the party referred to as “Company C” in the “Background of the Merger” section under Item 4 of the Schedule 14D-9. Complete copies of the press release issued by Biosite, the letter from Inverness and the accompanying commitment letters from Inverness’ proposed financing sources (which, among other things, identify certain conditions to the financing contemplated thereby) are filed as Exhibit (a)(1)(J), Exhibit (a)(1)(K), Exhibit (a)(1)(L) and Exhibit (a)(1)(M) hereto, respectively, and are incorporated herein by reference.

Inverness’ letter further indicates that Inverness and its proposed financing sources would require additional due diligence of a confirmatory nature which could be completed during a period of two full days, and that Inverness is prepared to deliver a draft cash merger agreement, which, Inverness has indicated, will contain substantially similar business terms to the Merger Agreement among Biosite, Beckman and Purchaser, promptly following this due diligence.

The Biosite Board is evaluating Inverness’ letter, with the assistance of its financial advisor, Goldman Sachs & Co., and its legal advisors, Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP. Biosite disagrees with various assertions made by Inverness in its letter concerning, among other matters, the process that resulted in the announcement of the Merger Agreement among Biosite, Beckman and Purchaser. Biosite’s stockholders are encouraged to review the “Background of the Merger” section under Item 4 of the Schedule 14D-9 for information with respect to such process.

Item 9. Exhibits.

Exhibit No.	Description
(a)(1)(J)	Press release issued by Biosite Incorporated on April 5, 2007.
(a)(1)(K)	Letter from Inverness Medical Innovations, Inc. to the Board of Directors of Biosite Incorporated dated April 4, 2007.

2

Exhibit No.	Description
(a)(1)(L)	Commitment Letter among General Electric Capital Corporation, UBS Loan Finance LLC and Inverness Medical Innovations, Inc. dated April 4, 2007.
(a)(1)(M)	Commitment Letter among UBS Loan Finance LLC, UBS Securities LLC, General Electric Capital Corporation and Inverness Medical Innovations, Inc. dated April 4, 2007.

3

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BIOSITE INCORPORATED
By:	/s/ Kim D. Blickenstaff
Name:	Kim D. Blickenstaff
Title:	Chairman and Chief Executive Officer

Dated: April 5, 2007

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Contact:

Nadine Padilla

Vice President, Corporate & Investor Relations

(858) 805-2820

BIOSITE INCORPORATED RECEIVES UNSOLICITED LETTER FROM

INVERNESS MEDICAL

REGARDING POSSIBLE CASH MERGER TRANSACTION

SAN DIEGO, April 5, 2007 – Biosite Incorporated (Nasdaq: BSTE) today announced receipt of an unsolicited letter from Inverness Medical Innovations, Inc. (AMEX: IMA) (“Inverness”) in which Inverness indicates that it is prepared to offer to acquire all of Biosite’s outstanding common stock, other than the approximately 4.9% of Biosite shares Inverness already owns, in a cash merger for $90.00 per share. Complete copies of the letter from Inverness and the accompanying commitment letters from Inverness’ proposed financing sources (which, among other things, identify certain conditions to the financing contemplated thereby) are being filed today with the SEC as Exhibits to Amendment No. 1 to Biosite’s Schedule 14D-9 relating to its previously announced agreement with Beckman Coulter, Inc. (NYSE:BEC).

Inverness’ letter further indicates that Inverness and its proposed financing sources would require additional due diligence of a confirmatory nature which could be completed during a period of two full days, and that Inverness is prepared to deliver a draft cash merger agreement, which will contain substantially similar business terms to the existing agreement between Biosite and Beckman Coulter, Inc., promptly following this due diligence.

As previously announced on March 25, 2007, Biosite has entered into a definitive agreement with Beckman Coulter under which a subsidiary of Beckman Coulter would acquire all of Biosite’s outstanding common stock in a cash tender offer at a price of $85.00 per share. Unless the tender offer is extended, the tender offer and any withdrawal rights to which Biosite’s stockholders may be entitled will expire at 12:00 midnight, New York City time, on Friday, April 27, 2007 (the end of the day on Friday).

Biosite’s board of directors is evaluating Inverness’ letter, with the assistance of its financial advisor, Goldman Sachs & Co., and its legal advisors, Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP.

About Biosite

Biosite Incorporated is a leading bio-medical company commercializing proteomics discoveries for the advancement of medical diagnosis. Biosite’s products contribute to improvements in medical care by aiding physicians in the diagnosis of critical diseases and health conditions. The Biosite Triage(R)

rapid diagnostic tests are used in more than 70 percent of U.S. hospitals and in more than 60 international markets. Information on Biosite can be found at www.biosite.com.

Forward Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Biosite’s control. For a list and description of risks and uncertainties associated with Biosite’s businesses, see Biosite’s reports filed with the Securities and Exchange Commission (SEC), including the “Risk Factors” section in its most recent annual report on Form 10-K filed with the SEC. Biosite disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where To Find It

Stockholders of Biosite are urged to read the relevant tender offer documents because they contain important information that stockholders should consider before making any decision regarding tendering their shares. Beckman Coulter and its acquisition subsidiary have filed tender offer materials with the SEC, and Biosite has filed a Solicitation/Recommendation Statement with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, are available to all stockholders of Biosite at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at http://www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents from (i) Beckman Coulter by mailing requests for such materials to: Beckman Coulter, Inc., Office of Investor Relations (M/S A-37-C), 4300 N. Harbor Blvd., P. O. Box 3100, Fullerton, CA 92834 and (ii) Biosite by mailing requests for such materials to: Investor Relations, Biosite, 9975 Summers Ridge Road, San Diego, California 92121.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Biosite and Beckman Coulter file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Biosite or Beckman Coulter at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Biosite’s and Beckman Coulter’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

51 Sawyer Road, Suite 200 Waltham, Massachusetts 02453 Telephone 781-647-3900 Facsimile 781-647-3939

April 4, 2007

Mr. Kim D. Blickenstaff

Dr. Kenneth F. Buechler

Dr. Anthony DeMaria

Mr. Howard E. Greene, Jr.

Mr. Lonnie M. Smith

Mr. Timothy J. Wollaeger

Biosite Incorporated

9975 Summers Ridge Road

San Diego, CA 92121

Dear Members of the Board of Directors,

I am writing out of serious concern regarding the process that was undertaken and that resulted in the announced agreement and plan of merger between Biosite and Beckman Coulter.

As you are aware, executives from Inverness have made repeated attempts over the past 10 months to engage the Biosite management team and Board in a meaningful dialogue about a potential combination of our two companies. Most recently, on February 20^th, Inverness submitted a proposal to acquire Biosite and subsequently entered into a confidentiality agreement for the express purpose of working with Biosite to explore the possibility of enhancing that offer. In fact, we had proposed a meeting with Kim Blickenstaff on the evening of Tuesday, March 27^th. This meeting was to be attended by Ken Buechler as well. One of the objectives of this meeting was to discuss valuation. We were therefore extremely surprised and disappointed by your announcement on March 25^th of an agreement with Beckman Coulter.

While I am deeply dismayed that the Biosite Board would have approved entering into an agreement with another party prior to having a meaningful conversation with us about a transaction, our determination to acquire Biosite remains firm.

Based upon information we have received to date, we are prepared to offer to acquire all of Biosite’s outstanding common stock, other than the approximately 4.9% of Biosite shares that we already own, for $90 per share. This price represents a 63% premium above Biosite’s closing share price on Friday, March 23^rd (the last trading day before the announcement of the agreement with Beckman Coulter) and a further premium above Beckman Coulter’s offer, as well as Biosite’s current share price.

April 3, 2007

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We currently have the necessary cash on-hand and committed financing to fund the transaction. Enclosed with this letter are the commitment letters from our financing sources. The transaction will be structured as a cash merger that will require the approval of Biosite’s shareholders. We believe that your shareholders will appreciate the enhanced value that our proposal delivers to them and will enthusiastically support such a merger. We are prepared to tender a draft cash merger agreement to you promptly following the diligence described below. The draft cash merger agreement will contain substantially similar business terms to the Beckman Coulter agreement. While we and our financing sources would require additional due diligence, this is of a confirmatory nature and could be completed during two full days of being granted full and complete access to Biosite, which is substantially less time for due diligence than Beckman Coulter was provided since we delivered our proposal on February 20^th.

I believe that this proposal is clearly superior to the Beckman Coulter transaction for Biosite shareholders. In addition, as we have stated before, our proposed transaction with Biosite represents a compelling combination and excellent strategic fit for both our companies. Inverness has great respect and admiration for Biosite, including its business, products, R&D efforts, operations and employees. This combination would provide significant benefits to the public, particularly in the area of cardiology diagnostics. We believe that, as a combined company, we could become both the leading professional and consumer rapid diagnostic company in the world.

We view time as being of the essence in this matter. We would prefer to work with the Biosite Board as we have tried in good faith to do for the past 10 months. However if we do not hear back from you by 5:00 pm, EDT, on Sunday, April 8^th, we are prepared to bring our proposal directly to your shareholders.

If you have additional questions regarding our proposal, please feel free to contact our financial advisors listed below.

Sincerely,

/s/ Ron Zwanziger

Ron Zwanziger

Chairman, President and Chief Executive Officer

Financial Advisors Contacts:
Chris Covington	Marc-Anthony Hourihan
Covington Associates	Managing Director, Mergers &
75 Central Street	Acquisitions
Boston, MA 02109	UBS Investment Bank
Phone: 617 314 3950	299 Park Avenue
	New York, NY 10171
	Phone: 212 821 2877

EX-99.(A)(1)(L)

Exhibit (a) (1) (L)

	GE Commercial Finance Healthcare Financial Services
	2 Bethesda Metro Center, Suite 600 Bethesda, Maryland 20814 U.S.A.

April 4, 2007

CONFIDENTIAL

Mr. Ron Zwanziger

Chief Executive Officer

Inverness Medical Innovations, Inc.

51 Sawyer Road, Suite 200

Waltham, MA 02453

Mr. David Teitel

Chief Financial Officer

Inverness Medical Innovations, Inc.

51 Sawyer Road, Suite 200

Waltham, MA 02453

Re: Commitment Letter for $1.3 billion Senior Secured Credit Facility

Dear Gentlemen:

You have advised General Electric Capital Corporation (“GE Capital” or “Agent”) and UBS Loan Finance LLC (“UBS”, and together with GE Capital, “we”, “us” or “our”) that Inverness Medical Innovations, Inc. (“Innovations” or “you”) is seeking, on behalf of certain of its subsidiaries to be determined (such subsidiaries are collectively referred to herein as the “Borrowers” and individually as a “Borrower”), up to $1.3 billion of financing (the “Financing”) (i) partially to finance the proposed all cash acquisition (the “Acquisition”) by a subsidiary of Innovations (“Acquisition Co.”) of all of the issued and outstanding stock (the “Shares”) of BioSite Incorporated (the “Target”), (ii) to refinance existing indebtedness of Innovations and its subsidiaries and (iii) for general working capital purposes, capital expenditures, permitted acquisitions and other general corporate purposes as provided for in the definitive Financing documentation. It is further our understanding that the Acquisition shall be consummated by Acquisition Co. entering into a merger agreement (the “Acquisition Agreement”) with the Target pursuant to which Acquisition Co. would merge with and into the Target. References herein to the “Transaction” shall include the Acquisition, the financings described herein and all other transactions related to the Acquisition and such financings.

You have advised us that, upon consummation of the Acquisition, the Target will become a wholly owned direct or indirect subsidiary of Innovations, and substantially all the existing indebtedness of the Target and its subsidiaries will be repaid. In addition, we anticipate that upon the closing of the Transaction that, in addition to the Financing, the capital structure of Innovations and its subsidiaries shall consist of: (i) approximately $14 million of equipment financing notes issued by Innovations, the Target and their respective subsidiaries and (ii) senior subordinated debt (the “Senior Subordinated Debt”) issued or incurred by Innovations, the proceeds of which shall be used to partially finance the Acquisition.

You have asked that the Financing include: a $150 million revolving facility (the “Revolver”) and a $1.150 billion Term Loan B facility (the “Term Loan B”). Based on our understanding of the Transaction as described above and the information which you have provided to us to date, (a) GE Capital is pleased to offer, directly or through an affiliate, its commitment to provide a portion of the Financing in the amount of $100 million of the Revolver and $1.005 billion of the Term Loan B as described herein and (b) UBS is pleased to offer, directly or through an affiliate, its commitment to provide a portion of the Financing in the amount of $50 million of the Revolver and $145 million of the Term Loan B as described herein, in each case, subject to the terms and conditions outlined in the attached Summary of Terms (the “Term Sheet”, and together with this cover letter, this “Commitment Letter”).

Syndication.

Each of GE Capital and UBS intends and reserves the right, prior to or after the execution of definitive documentation for the Financing (the “Financing Documentation”), to syndicate all or a portion of its commitments under this Commitment Letter or its loans and commitments under the Financing Documentation, as the case may be, to one or more financial institutions that will become parties to such Financing Documentation pursuant to a syndication to be managed by GE Capital Markets, Inc. (“GECM”) (GE Capital, UBS and such financial institutions so becoming parties to such Financing Documentation being collectively referred to as the “Lenders”). The syndication of all or a portion of each of GE Capital’s and UBS’ commitments and/or loans under the Financing is hereinafter referred to as the “Primary Syndication”.

GECM will commence the Primary Syndication at a time mutually agreed upon by GECM and Innovations. It is understood and agreed that GECM will, in consultation with Innovations, manage and control all aspects of the Primary Syndication, including selection of the potential other Lenders, determination of when GECM will approach potential other Lenders and the time of acceptance of the other Lenders’ commitments, any naming rights, titles or roles to be awarded to the other Lenders, and the final allocations of the commitments among the other Lenders. It is further understood and agreed that (i) no additional agents, co-agents, co-arrangers or co-bookrunners shall be appointed, or other titles, names or roles conferred to any other Lender or any other person or entity, by Innovations or the Borrowers in respect of the Financing, (ii) the amount and distribution of fees among the other Lenders will be at GECM’s discretion and (iii) no other Lender will be offered by, or receive from, Innovations or the Borrowers compensation of any kind for its participation in the Financing, except as expressly provided for in this Commitment Letter or the Fee Letter or with the prior written consent of GECM.

In connection with the Primary Syndication, GECM agrees, or shall cause its affiliates, to manage the syndication process such that during the Primary Syndication (i) with respect to every dollar syndicated in respect of the Term Loan B, each such dollar shall reduce each of GE Capital’s and UBS’ Term Loan B commitments and/or loans on a pro rata basis (determined based on the amount of each such commitment and/or loan of GE Capital and UBS) until such time as GE Capital’s Term Loan B commitment and/or loan is reduced to $50 million, and for each dollar syndicated thereafter, to reduce UBS’ Term Loan B commitment and/or loan until such time as UBS’ Term Loan B commitment and/or loan is reduced to $0, and (ii) with respect to every dollar syndicated of the Revolver commitments, each such dollar shall reduce each of GE Capital’s and UBS’s Revolver commitments on a pro rata basis (determined based on the amount of each such Revolver commitment of GE Capital and UBS).

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Innovations agrees to actively assist and cooperate (and to use commercially reasonable efforts to cause, the Target, each of their respective affiliates and all other necessary persons to assist and cooperate) with GE Capital, GECM and UBS in connection with the Primary Syndication. Such assistance shall include, without limitation (a) promptly preparing and providing to GE Capital, GECM and UBS all information with respect to Innovations, the Borrowers, the Target and their respective subsidiaries, the Transaction and the other transactions contemplated hereby, including all financial information and projections (the “Projections”), as GE Capital, GECM and UBS may reasonable request in connection with the Primary Syndication, (b) participating in Lender and other relevant meetings (including meetings with rating agencies), (c) providing direct contact during the Primary Syndication between Innovations’ senior management, representatives and advisors and those of the Target with potential Lenders, (d) using your commercially reasonable efforts to ensure that GECM’s syndication efforts benefit from your and the Target’s existing banking relationships, and (e) assisting GECM in the preparation of confidential information memoranda, presentations and other information materials regarding the Financing to be used in connection with the Primary Syndication and confirming (and causing the Target to confirm), prior to such materials being made available to potential Lenders, that such materials are complete and accurate in all material respects. Innovations also agrees that at its expense, it will work with GE Capital to procure a rating for the Financing from Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services.

Until the completion of the Primary Syndication (as determined by GECM), Innovations and the Borrowers shall not (and shall cause their affiliates and the Target and its affiliates not to), without the prior written consent of GECM, offer, issue, place, syndicate or arrange any debt securities or debt facilities (including any renewals, restatements, restructurings or refinancing of any existing debt securities or debt facilities), attempt or agree to do any of the foregoing, announce or authorize the announcement of any of the foregoing, or engage in discussion concerning any of the foregoing (other than the Senior Subordinated Debt).

Information.

You hereby represent and covenant (and it is a condition to GE Capital’s and UBS’ respective commitments hereunder) that: (a) all information other than the Projections (the “Information”) that has been or will be made available to GE Capital, UBS and GECM by you or any of your affiliates or representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us by you or any of your affiliates or representatives have been or will be prepared in good faith based upon reasonable assumptions. You agree that if at any time prior to the closing of the Financing any of the representations in the preceding sentence would be incorrect if the Information or Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information or the Projections, as the case may be, so that such representations will be correct under those circumstances. You understand that in arranging and syndicating the Financing we may use and rely on the Information and Projections without independent verification thereof.

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Innovations hereby authorizes and agrees, on behalf of itself, the Target, and their respective affiliates, that the Information, the Projections and all other information provided by or on behalf of Innovations and the Borrowers to GE Capital, UBS and GECM regarding the Transaction, Innovations and the Borrowers, the Target and their respective affiliates in connection with the Financing (collectively, the “Evaluation Material”) may be disseminated by or on behalf of GE Capital, UBS and GECM, and made available, to potential other Lenders and other persons, who have agreed to be bound by customary confidentiality undertakings (including, “click-through” agreements), all in accordance with GECM’s standard loan syndication practices (whether transmitted electronically by means of a website, e-mail or otherwise, or made available orally or in writing, including at potential Lender or other meetings). Innovations hereby further authorizes GECM to download copies of Innovations’ and the Borrowers’ and the Target’s logos from their respective websites and post copies thereof on an Intralinks^® workspace and use the logos on any confidential information memoranda, presentations and other marketing and materials prepared in connection with the Primary Syndication.

At GECM’s request, Innovations agrees to assist (and shall use its commercially reasonable efforts to cause Target to assist) in the preparation of a version of the information memorandum, presentation and other information materials regarding the Financing consisting exclusively of information that is either publicly available or not material with respect to Innovations, the Target, their respective affiliates and any of their respective securities for purposes of United States federal and state securities laws. You also hereby agree that (i) you will identify (and cause the Target to identify) and clearly and conspicuously mark that portion of the Evaluation Materials (other than Evaluation Materials which have previously been filed with the Securities and Exchange Commission) that do not contain any material non-public information with respect to Innovations and the Borrowers or the Target or their securities for purposes of United States federal and state securities laws as “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof and (ii) by marking Evaluation Materials as “PUBLIC” or by publicly filing any Evaluation Materials with the Securities and Exchange Commission, GE Capital, UBS, GECM and the other potential Lenders shall be entitled to treat such Evaluation Materials as not containing any material non-public information with respect to Innovations and the Borrowers or the Target or their securities for purposes of United States federal and state securities laws.

Fee Letter.

As consideration for our commitments hereunder and GECM’s agreement to structure, arrange and syndicate the Financing, you agree to pay GE Capital and UBS the fees as set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Financing (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances.

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Conditions.

The commitments of GE Capital and UBS hereunder, and the agreement of GECM to provide the services described herein, are subject to the following: (a) the execution and delivery of the Financing Documentation (together with customary closing documentation) acceptable to (i) GE Capital and its counsel and (ii) UBS and its counsel, and the completion of GE Capital’s and UBS’ legal, tax and environmental due diligence with respect to the Target and its affiliates with results satisfactory to GE Capital, UBS and their respective counsel, (b) GE Capital or UBS not becoming aware after the date hereof of any information not previously disclosed to GE Capital or UBS affecting Innovations, the Borrowers, the Target or the Transaction that in GE Capital’s or UBS’s respective judgments is inconsistent in a material and adverse manner with any such information disclosed to GE Capital or UBS prior to the date hereof, (c) the absence, during the period from the date hereof to the closing and funding of the Financing, of any disruption of, or adverse change in, loan syndication, financial, banking or capital markets conditions, that has materially impaired or could be expected to materially impair, in either such case in GECM’s judgment, the completion of the Primary Syndication, (d) GECM having been afforded a reasonable period of time, following your written authorization for the release of the confidential information memorandum prepared as part of the Evaluation Materials and the obtaining of ratings for the Financing from Moody’s Investor Services, Inc. and Standard & Poor’s and immediately prior to the date of closing of the Financing to complete the Primary Syndication, (e) your compliance in all material respects with the terms and provisions of this Commitment Letter and the Fee Letter, (f) the initial funding occurring simultaneously with the consummation of the Acquisition, and (g) the other conditions set forth in the Term Sheet and the Fee Letter.

Expenses.

By signing this Commitment Letter, regardless of whether the Financing closes, you agree to pay upon demand to GE Capital, UBS and GECM all fees and expenses (including, but not limited to, all reasonable costs and fees of external legal counsel, environmental consultants, appraisers, auditors and other consultants and advisors, due diligence reports, escrow costs (if applicable), recording and transfer fees and taxes, title charges and survey costs) incurred in connection with this Commitment Letter, the Fee Letter, the Transaction and the Financing (and the negotiation, documentation, closing and syndication thereof).

Due Diligence Assistance.

To assist us in our legal, tax and environmental due diligence referred to above, you hereby agree to provide , or use commercially reasonable efforts to cause the Target to provide, to GE Capital, UBS and GECM all access which GE Capital, UBS and GECM may require or reasonably request to Target’s facilities, personnel and accountants, and copies of all documents which GE Capital, UBS and GECM may reasonably request or which you have (or which the Target has) available, including business plans, financial statements (actual and pro forma), and books and records, in each case promptly following each such request. We acknowledge however that neither the foregoing obligations, nor any of your other obligations hereunder, shall obligate Innovations to enter into any nondisclosure or other agreement with Target or any affiliate of Target that includes terms or conditions which Innovations does not at such time consider, in its sole discretion, to be in the best interest of its stockholders.

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Confidentiality.

GE Capital and UBS are delivering this Commitment Letter to you with the understanding that you will not disclose the contents of this Commitment Letter, the Fee Letter, or GE Capital’s UBS’ or GECM’s involvement or interest in providing and arranging the Financing to any third party (including, without limitation, any financial institution or intermediary) without GE Capital’s and UBS’ prior written consent other than to (a) those individuals who are your directors, officers, employees or advisors in connection with the Transaction; provided, that this Commitment Letter (but not the Fee Letter) may also be disclosed to the Target’s directors, officers, employees or advisors and any prospective holders of the Senior Subordinated Debt and their advisors (provided you agree to provide to GE Capital and UBS final executed versions of any proposal letter, commitment letter or similar documentation (but not any fee letter) provided in connection with the Transaction by any such holder to you or any of your affiliates), and (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform GE Capital and UBS promptly thereof). You agree to inform all such persons who receive information concerning GE Capital, UBS, GECM, this Commitment Letter or the Fee Letter that such information is confidential and may not be used for any purpose other than in connection with the Transaction and may not be disclosed to any other person. The foregoing notwithstanding, upon GE Capital’s and UBS’ prior written approval, you may (i) disclose to anyone, including the general public, the existence of a $1.3 billion commitment letter from GE Capital and UBS to finance a proposed acquisition of Target, without providing any further details regarding the terms of the Commitment Letter, the Fee Letter, or the details thereof and (ii) disclose this Commitment Letter, but not the Fee Letter, pursuant to legally required disclosure in connection with the Acquisition. Each of GE Capital and UBS reserves the right to review and approve, in advance, all materials, press releases, advertisements and disclosures that you prepare or that is prepared on your behalf that contain GE Capital’s or UBS’ or any their respective affiliate’s name or describe GE Capital’s or UBS’ financing commitment or GECM’s role and activities with respect to the Financing; provided, that GE Capital and UBS shall not prohibit any such disclosure that is, in your reasonable discretion, required by law; provided, further, that GE Capital and UBS shall each have the right to approve (which approval shall not be unreasonably withheld or delayed) the content of any such disclosure related to the Acquisition.

Indemnity.

Regardless of whether the Financing closes, you agree to (a) indemnify, defend and hold each of GE Capital, UBS, GECM, each Lender, and their respective affiliates and the principals, directors, officers, employees, representatives, agents and third party advisors of each of them (each, an “Indemnified Person”), harmless from and against all losses, disputes, claims, expenses (including, but not limited to, attorneys’ fees), damages, and liabilities of any kind (including, without limitation, any environmental liabilities) which may be incurred by, or asserted against, any such Indemnified Person in connection with, arising out of, or relating to, this Commitment Letter, the Fee Letter, the Financing, the use or the proposed use of the proceeds thereof, the Transaction, any other transaction contemplated by this Commitment Letter, any other transaction related thereto and any claim, litigation, investigation or proceeding relating to any of the foregoing (each, a “Claim”, and collectively, the “Claims”), regardless of whether such Indemnified Person is a party thereto, and (b) reimburse each Indemnified Person upon demand

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for all legal and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (each, an “Expense”); provided that no Indemnified Person shall be entitled to indemnity hereunder in respect of any Claim or Expense to the extent that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnified Person. Under no circumstances shall GE Capital, UBS, GECM or any of their respective affiliates be liable for any punitive, exemplary, consequential or indirect damages that may be alleged to result in connection with, arising out of, or relating to, any Claims, this Commitment Letter, the Fee Letter, the Financing, the use or the proposed use of the proceeds thereof, the Transaction, any other transaction contemplated by this Commitment Letter and any other transaction related thereto. Furthermore, none of GE Capital, UBS, GECM or any of their respective affiliates shall have any liability for any damages arising from the use of information or other materials obtained through electronic, telecommunications or other information transmission systems, other than as may result from the gross negligence or willful misconduct of GE Capital, UBS, GECM or any of their respective affiliates as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Sharing Information; Absence of Fiduciary Relationship.

You acknowledge that GE Capital, UBS, GECM and their affiliates may be providing debt financing, equity capital or other services to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of GE Capital, UBS, GECM or any of their respective affiliates will furnish confidential information obtained from you, the Target, and your and their respective officers, directors, employees, attorneys, accountants or other advisors by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you to other companies. You also acknowledge that none of GE Capital, UBS, GECM or any of their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or furnish to you, the Target and your and their respective officers, directors, employees, attorneys, accountants or other advisors, confidential information obtained by GE Capital, UBS, GECM or any of their respective affiliates from other companies. Notwithstanding anything to the contrary contained herein, GE Capital acknowledges that its affiliate, GE Healthcare Financial Services, Inc. (“GEHFS”), and UBS acknowledges that any of its affiliates operating in the healthcare market, will not act on behalf of a company other than Innovations or its affiliates in connection with the Acquisition in any manner which conflicts with the interests of Innovations and its affiliates; provided, that (i) the foregoing shall in no way limit the activities of GE Capital or any of its affiliates (other than GEHFS) or UBS or any of its affiliates (other than such affiliates in the healthcare market) and (ii) the restrictions on GEHFS’ and such UBS healthcare affiliates’ activities set forth in this sentence shall have no further force or effect upon expiration or termination of the commitment provided for herein.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you, GE Capital, UBS or GECM has been or will be created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether GE Capital, UBS, GECM and/or their respective affiliates have advised or are advising you on other matters and (b) you will not bring or otherwise assert any claim against GE Capital, UBS or GECM for

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breach of fiduciary duty or alleged breach of fiduciary duty and agree that none of GE Capital, UBS or GECM shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

Assignments and Amendments.

This Commitment Letter shall not be assignable by you without the prior written consent of GE Capital and UBS (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. Each of GE Capital and UBS may transfer and assign its commitment hereunder, in whole or in part, to any of its affiliates or to any other prospective Lender in connection with the Primary Syndication or otherwise. Upon such assignment, GE Capital or UBS shall be released from the portion of its commitment hereunder that has, as the case may be, been so transferred and assigned.

This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, GE Capital and UBS. GE Capital, UBS and GECM may perform the duties and activities described hereunder through any of their respective affiliates and the provisions of the paragraph entitled “Indemnity” shall apply with equal force and effect to any of such affiliates so performing any such duties or activities.

Counterparts and Governing Law.

This Commitment Letter may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall constitute one and the same document. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Commitment Letter, including, without limitation, its validity, interpretation, construction, performance and enforcement.

Venue and Submission to Jurisdiction.

You consent and agree that the state or federal courts located in New York County, State of New York, shall have exclusive jurisdiction to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, any transaction relating hereto, any other financing related thereto, and any investigation, litigation, or proceeding in connection with, related to or arising out of any such matters, provided, that you acknowledge that any appeals from those courts may have to be heard by a court located outside of such jurisdiction. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waive any objection which either of them may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

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Waiver of Jury Trial.

THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS COMMITMENT LETTER, THE FEE LETTER, THE FINANCING AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Survival.

The provisions of this letter set forth under this heading and the headings “Syndication”, “Information”, “Expenses”, “Confidentiality”, “Indemnity”, “Assignments and Amendments”, “Counterparts and Governing Law”, “Venue and Submission to Jurisdiction” and “Waiver of Jury Trial” shall survive the termination or expiration of this Commitment Letter and shall remain in full force and effect regardless of whether the Financing closes or Financing Documentation shall be executed and delivered; provided that in the event the Financing closes or the Financing Documentation shall be executed and delivered, the provisions under the heading “Syndication” shall survive only until the completion of the Primary Syndication (as determined by GECM).

Integration.

This Commitment Letter and the Fee Letter supersede in their entirety any and all discussions, negotiations, understandings or agreements (including, without limitation, that certain Commitment Letter dated March 7, 2007 issued by GE Capital to Innovations and that certain Fee Letter dated March 7, 2007 between GE Capital and Innovations), written or oral, express or implied, between or among the parties hereto (either individually or collectively) and any other person as to the subject matter hereof.

Patriot Act.

GE Capital and UBS hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (as amended, the “PATRIOT Act”), each Lender may be required to obtain, verify and record information that identifies the Borrowers, which information includes the name, address, tax identification number and other information regarding the Borrowers that will allow such Lender to identify the Borrowers in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Lender.

Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the appropriate space below and in the Fee Letter and returning to each of GE Capital and UBS such signature pages to this Commitment Letter and the Fee Letter by 5:00 p.m., New York time on April 5, 2007. Unless extended in writing by GE Capital and UBS (which extension may be granted or withheld by GE Capital and UBS in their sole discretion), the commitments contained herein shall expire on the first to occur of (a) the date and time referred to in the previous sentence unless you shall have executed and delivered a copy of this Commitment Letter and the Fee Letter as provided above together with the payment of all fees required to be paid under the

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Fee Letter upon the acceptance of the Commitment Letter, (b) the termination of the Acquisition Agreement, and (c) at 5:00 p.m. New York time on June 15, 2007, unless the transactions contemplated and described by this Commitment Letter are consummated on or before that date on the terms, and subject to the conditions, contained herein.

[Remainder of Page Intentionally Left Blank]

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Sincerely,
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Andrew Moore
Name:	Andrew Moore
Its:	Duly Authorized Signatory
UBS LOAN FINANCE LLC
By:	/s/ James Boland
Name:	James Boland
Its:	Managing Director
By:	/s/ Eric Bootsma
Name:	Eric Bootsma
Its:	Director & Counsel
	Region Americas Legal

AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE
INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ Ron Zwanziger
Name:
Its:

[Commitment Letter Signature Page]

SUMMARY OF TERMS

$1.3 Billion Senior Secured Credit Facility

for

Inverness Medical Innovations, Inc.

April 4, 2007¹

ADMINISTRATIVE AGENT:	General Electric Capital Corporation (“GE Capital” or “Agent”).
JOINT LEAD ARRANGERS:	GE Capital Markets, Inc. and UBS Securities LLC
SOLE BOOKRUNNER:	GE Capital Markets, Inc.
LENDERS:	GE Capital, UBS and other lenders acceptable to Agent.
BORROWERS:	Certain subsidiaries of Inverness Medical Innovations, Inc. (“Innovations”) to be determined (collectively, the “Borrowers”). The Borrowers and the Guarantors (as defined below) are collectively referred to herein as the “Credit Parties”
GUARANTORS:	Innovations and all of the U.S. subsidiaries of Innovations after giving effect to the Acquisition other than SelfCare-PBM, LLC and Inverness Medical Investments, LLC (collectively, the “Guarantors”).
SUMMARY OF PROPOSED TERMS FOR REVOLVER
MAXIMUM AMOUNT:	$ 150 million (including a Letter of Credit Subfacility of up to an amount to be determined). Letters of Credit will be issued either by a bank and/or by GE Capital and/or one of its affiliates on terms acceptable to Agent, and will be guaranteed or otherwise backed by the Revolver lenders. The Revolver commitment will also include a swing line subfacility of up to an amount to be determined.

¹ Defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the letter to which this Summary of Terms is attached.

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TERM:	Commencing on the date the Financing is consummated (the “Closing Date”) which shall be the date the Acquisition is consummated and ending on the sixth anniversary thereof.
SUMMARY OF PROPOSED TERMS FOR TERM LOAN B
AMOUNT:	(a) $1.150 billion to be advanced on the Closing Date or (b) if the contemplated joint venture transaction with Procter & Gamble (the “JV”) has been consummated prior to the Closing Date, $850 million to be advanced on the Closing Date (it being understood that under this clause (b) GE Capital’s Term Loan B commitment and/or loan shall be reduced to $750 million and UBS’ Term Loan B commitment and/or loan shall be reduced to $100 million).
TERM:	Commencing on the Closing Date and ending on the seventh anniversary thereof (the “Term Loan B Termination Date”).
AMORTIZATION:	Amortization payable in quarterly installments equal to 0.25% of the original principal amount of the Term Loan B funded on the Closing Date, with the remaining outstanding principal and accrued interest thereon due and payable on the maturity date of the Term Loan B.
TERMS OF GENERAL APPLICABILITY
USE OF PROCEEDS:	The Revolver and the Term Loan B (collectively, the “Facilities”) made on the Closing Date will be used to partially finance the Acquisition, to refinance existing Indebtedness of Innovations and its subsidiaries and to fund certain fees and expenses associated with the Transaction and the Financing. Loans made after the Closing Date will be used for Borrowers’ working capital purposes, capital expenditures, permitted acquisitions and other general corporate purposes as provided for in the Financing Documentation.
MATURITY:	Notwithstanding anything to the contrary contained herein, at any point prior to the Term Loan B Termination Date the Facilities shall mature and all

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	obligations thereunder shall be immediately due and payable in full upon the earlier of (a) the date the put option contemplated by certain share purchase arrangements (the “Share Purchase Arrangements”) to be entered into among Innovations and Procter & Gamble in connection with the JV (the “Put Option”) is consummated if an Event of Default exists immediately after giving effect thereto or if the Borrowers’ would not be in compliance with the financial covenants after giving effect thereto (determined for this purpose on a pro forma basis as if the Put Option was consummated on the valuation date of the Put Option in accordance with the terms of the Share Purchase Arrangements) or (b) the date that is 6 months prior to the scheduled maturity of the Senior Subordinated Debt.
BORROWER REPRESENTATIVE:	Innovations.
INTEREST:
Rates:	On the Closing Date and for thirty (30) days thereafter, all Loans will bear interest at a floating rate equal to the Index Rate plus the Applicable Margins(s). Thereafter, at Borrower Representative’s option, all Loans will bear interest at either (a) a floating rate equal to the Index Rate plus the Applicable Margin(s) or (b) absent a default, a fixed rate for periods of one, two or three months equal to the reserve adjusted London Interbank Offered Rate (“LIBOR Rate”) plus the Applicable Margin(s).
Payment Dates:	Interest will be payable monthly in arrears for Index Rate loans and at the expiration of each LIBOR Period for LIBOR loans.

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Other Terms:	All interest will be calculated based on a 360 day year and actual days elapsed; provided, that interest on Index Rate loans will be calculated based on a 365/366 day year and actual days elapsed. The Financing Documentation will contain (a) LIBOR breakage provisions and LIBOR borrowing mechanics, (b) LIBOR Rate definitions, and (c) the Index Rate definition will equal the higher of the prime rate as reported by The Wall Street Journal or the overnight Federal funds rate plus 50 basis points.
INTEREST RATE PROTECTION:	Within a time period to be agreed following the Closing Date, at least 35% of the aggregate principal amount of the total consolidated indebtedness of Innovations and its subsidiaries shall be (a) covered by interes rate protection agreements and/or (b) subject to fixed rate terms, in each case, on terms (including with respect to tenor) and with counterparties, if applicable, reasonably satisfactory to Agent. Any such interest rate protection agreements may be obtained, if requested, through GE Capital.
APPLICABLE MARGINS:	The following Applicable Margins (consisting of per annum rate margins) shall apply for the loans prior to the consummation of the JV, as applicable:
	Applicable Revolver Index Margin	1.50%
	Applicable Revolver LIBOR Margin	2.50%
	Applicable Term Loan B Index Margin	1.50%
	Applicable Term Loan B LIBOR Margin	2.50%
	Applicable L/C Margin	2.50%
	Applicable Unused Facility Fee Margin	0.50%
	The following Applicable Margins (consisting of per annum rate margins) shall apply for the loans after the consummation of the JV, as applicable:
	Applicable Revolver Index Margin	1.25%
	Applicable Revolver LIBOR Margin	2.25%
	Applicable Term Loan B Index Margin	1.25%
	Applicable Term Loan B LIBOR Margin	2.25%
	Applicable L/C Margin	2.25%
	Applicable Unused Facility Fee Margin	0.50%

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FEES:	In addition to the fees payable to GE Capital and UBS as specified in the Fee Letter, the following fees will be payable to Agent under the Financing Documentation:
Letter of Credit Fee:	Equal to the Applicable L/C Margin per annum (calculated on the basis of a 360-day year and actual days elapsed) on the face amount of the letters of credit under the Revolver, payable monthly in arrears, plus any costs and expenses incurred by Agent in arranging for the issuance or guaranty of Letters of Credit and any charges assessed by the issuing financial institution.
Unused Facility Fee:	Equal to the Applicable Unused Facility Fee Margin per annum (calculated on the basis of a 360-day year and actual days elapsed) on the average unused daily balance of each of the Revolver, payable monthly in arrears.
DEFAULT RATES:	From and after the occurrence of a default, the interest rates applicable to all Loans and the Letter of Credit Fee will be increased by 2% per annum over the interest rate or Letter of Credit Fee otherwise applicable and such interest and fees will be payable on demand.
SECURITY:	All obligations of Borrowers under the Facilities and under any interest rate protection or other hedging arrangements entered into with or supported by a Lender (or any affiliate of any Lender) and of the Guarantors under the guarantees will be secured by a first priority perfected security interests in all existing and after-acquired real and personal property of Borrowers and each Guarantor (including the Target), including, without limitation, 100% (or, in the case of Excluded Foreign Subsidiaries, 66%) of the outstanding equity interests (the “Pledged Stock”) in their subsidiaries that are not Excluded Foreign Subsidiaries (the “Collateral”).
	The Collateral will be free and clear of other liens, claims and encumbrances, except permitted liens and encumbrances acceptable to Agent (to be set forth in the Financing Documentation).

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	“Excluded Foreign Subsidiary” means any non-U.S. subsidiary of Innovations (a) for which the failure to include such subsidiary as an “Excluded Foreign Subsidiary” hereunder would result in materially adverse tax consequences to Borrowers, the Guarantors and their subsidiaries (including such subsidiary), taken as a whole and (b) that has not guarantied or pledged any of its assets or suffered a pledge of all of its stock, with substantially similar tax consequences, to secure, directly or indirectly, any indebtedness (other than under the Financing) of Borrowers or any Guarantor (excluding such subsidiary).
	Agent is authorized to pre-file financing statements and other evidences of liens with respect to all of the Collateral, including “all-assets” filings, if applicable, naming Agent as secured party.
MANDATORY PREPAYMENTS:	Borrowers shall make prepayments against principal in the following amounts: (a) subject to threshold amounts and reinvestment provisions to be agreed upon, all net proceeds of any sale or other disposition of any of assets of Innovations, Borrowers or any of their respective subsidiaries (other than the sale of inventory in the ordinary course), (b) subject to exceptions for repairs and replacements, all net insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any assets of Innovations, Borrowers or any of their respective subsidiaries, (c) subject to exceptions to be agreed upon, 100% of the net cash proceeds from the sale or issuance of debt securities, and (d) annually, 50% of consolidated Excess Cash Flow. The definition of Excess Cash Flow will be mutually agreed upon in the definitive Financing documents. Notwithstanding anything to the contrary contained herein, mandatory prepayments required due to sales of assets in connection with the JV shall equal an amount such that after giving effect to such prepayment, pro-forma consolidated total leverage of Innovations and its subsidiaries does not exceed 7.1 to 1.00.

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	Mandatory prepayments will be applied to the outstanding Loans: first, ratably to the scheduled installments of Term Loan B, next to the swing line loans, if any, and then to the outstanding principal balance of the Revolver, which shall not effect a permanent reduction to the Revolver, and then to cash collateralize Letters of Credit.
VOLUNTARY PREPAYMENTS:	Borrowers may voluntary prepay all or any portion of the Term Loan B, in minimum amounts of $5 million at any time, upon at least 5 days’ prior written notice. All voluntary prepayments will be accompanied by LIBOR breakage costs, if any.
FINANCIAL REPORTING:	The Financing Documentation will require the Borrowers on a quarterly basis, to provide to Agent and Lenders internally prepared financial statements. Annually, Borrowers will be required to provide audited financial statements, a board approved operating plan for the subsequent year, and a communications letter from Innovations’ and Borrowers’ auditors. Borrowers will provide, on an as requested basis, other information reasonably requested by Agent (or UBS through Agent). All financial statements shall be prepared on a consolidated and consolidating basis in a manner consistent with the information provided pursuant to the Borrowers’ existing senior credit facility but with any changes thereto required by Agent or UBS as a result of the Acquisition. In addition, Borrowers will provide to Agent and Lenders information related to any capital call requirements or other obligations to be incurred by Innovations or any of its affiliates in connection with the JV.

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DOCUMENTATION:	The Financing Documentation will contain representations and warranties; conditions precedent; affirmative, negative and financial covenants (including, without limitation, minimum interest coverage and maximum total leverage); indemnities; events of default and remedies as required by Agent or UBS. Relevant documents, such as Transaction documents, subordination and intercreditor agreements, equity or stockholder agreements, incentive and employment agreements, tax agreements, other material agreements, and customary closing documentation (including without limitation satisfactory evidence of solvency) to be acceptable to Agent and UBS.
ASSIGNMENTS AND PARTICIPATIONS:	Lenders will be permitted to make assignments in minimum amounts that are integral multiples of $1 million (unless such assignment is of a Lender’s entire interest in the Revolver or Term Loan B, as applicable) to other financial institutions acceptable to Agent and, so long as no event of default has occurred and is continuing, Borrower Representative, which acceptances shall not be unreasonably withheld or delayed; provided, however, that neither the approval of Borrower Representative or Agent shall be required in connection with assignments to other Lenders (or to affiliates or approved funds of Lenders).
OTHER TERMS:	Without limiting any other provision hereof, the Financing Documentation will require, among other things, compliance with covenants pertaining to the following terms and conditions (all in form and substance satisfactory to Agent and UBS).

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	•   Limitations on commercial transactions, management agreements, service agreements, and borrowing transactions between any Borrower and its officers, directors, employees and affiliates and, subject to exceptions to be agreed upon, intercompany loans among Borrowers.
	•   Limitations on, or prohibitions of, cash dividends, other distributions to equity holders, payments in respect of subordinated debt, payment of management fees to affiliates and redemption of common or preferred stock.
	•   Subject to exceptions to be agreed upon, prohibitions of mergers, acquisitions, sale of any Borrower, its stock or a material portion of its or any of its affiliates assets.
	•   Prohibitions of a direct or indirect change in control of Innovations and Borrowers.
	•   Limitations on capital expenditures.
OTHER CONDITIONS:	GE Capital’s and UBS’ commitments with respect to the Financing are conditioned upon, among other things, the satisfaction of the conditions set forth on Schedule I hereto as of the Closing Date (all in form and substance satisfactory to Agent).
GOVERNING LAW:	New York.
COUNSEL TO AGENT	Paul, Hastings, Janofsky & Walker LLP.

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SCHEDULE I

to

Summary of Proposed Terms

Conditions to Closing

The availability of each of the Facilities, in addition to the conditions set forth in the Commitment Letter shall be subject to the satisfaction of the following conditions:

1. Subordinated Debt Structure. Agent and UBS shall have received evidence that Innovations has received the gross cash proceeds of its offerings or incurrences, as applicable, of the Senior Subordinated Debt. The terms and conditions of and documentation for such debt shall be satisfactory to Agent and UBS, including, as applicable, the amount of such proceeds, the extent of subordination, absence of security, amortization, limitations on remedies and acceleration, covenants, events of default, interest rate and other intercreditor arrangements and that all liens granted to Agent and Lenders to secure the obligations under the Facilities must constitute permitted senior indebtedness and senior liens, as applicable, under the terms of the Senior Subordinated Debt. In addition, it is understood and agreed that the proceeds of the Senior Subordinated Debt shall be used to partially finance the Acquisition prior to the Term Loan B being used for such purpose.

2. Receipt of Pro Forma Financial Statements and Business Plan; Maximum Senior and Total Leverage. Agent and the Lenders shall have received and be satisfied with (a) a pro forma estimated balance sheet and statement of operations of Innovations and its subsidiaries at the Closing Date after giving effect to the Transaction and the transactions contemplated thereby, and (b) Innovations’ business plan which shall include a financial forecast on a quarterly basis for the first twelve months after the Closing Date and on an annual basis thereafter through 2013 prepared by Innovations’ management. The pro forma financial statements and business plan shall be based upon assumptions which have been fully disclosed, and acceptable, to Agent and Lenders. Without limiting the foregoing, the pro forma financial information and the business plan shall include calculations of consolidated EBITDA, consolidated senior debt leverage ratios and consolidated total debt leverage ratios. The consolidated senior debt leverage ratio and the consolidated total leverage ratio of Innovations on the Closing Date after giving effect to the initial borrowing under the Facilities and the other transactions described herein shall, in each case, be satisfactory to Agent and UBS.

3. Releases. General and collateral releases from prior lenders, customary corporate and estoppel certificates, landlord/mortgagee/bailee waivers and consignment or similar filings.

4. Compliance with Laws. Compliance with applicable laws, decrees, and material agreements or obtaining of applicable consents and waivers.

5. Acquisition. The structure, conditions and terms of the Acquisition, and all documentation relating to the Acquisition, shall be in form and substance satisfactory to Agent and the Lenders. All conditions precedent to the Acquisition shall have been met

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(or waived with the consent of the Agent and UBS) and the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement (without waiver or amendment thereof unless consented to by Agent and UBS), all requirements of law (including, without limitation, approval of the board of directors of any party reasonably requested by Agent or UBS) and in a manner satisfactory to Agent and UBS.

6. Opinions. Satisfactory opinions of counsel from Borrowers’ counsel (including local counsel as requested) reasonably acceptable to Agent.

7. Consents. Receipt of all necessary or appropriate third party and governmental waivers and consents.

8. No Material Adverse Effect. As of the Closing Date, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect. “Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects, operations or property of Innovations and its subsidiaries or the Target and its subsidiaries, taken as a whole, (b) the ability of Innovations, Borrowers or any Guarantor to perform its obligations under any Financing Documentation and (c) the validity or enforceability of any Financing Documentation or the rights and remedies of Agent, the Lenders and the other secured parties under any Financing Documentation.

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EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

UBS LOAN FINANCE LLC	UBS SECURITIES LLC
677 Washington Boulevard	299 Park Avenue
Stamford, Connecticut 06901	New York, New York 10171

GENERAL ELECTRIC CAPITAL CORPORATION

2 Bethesda Metro Center, Suite 600

Bethesda, Maryland 20814

April 4, 2007

Inverness Medical Innovations, Inc.

51 Sawyer Road, Suite 200

Waltham, MA 02453

Attention: Ron Zwanziger

Bridge Facility Commitment Letter

Ladies and Gentlemen:

You have advised UBS Loan Finance LLC (“UBS”), UBS Securities LLC (“UBSS”) and General Electric Capital Corporation (“GE Capital” and, together with UBS and UBSS, “we” or “us”) that Inverness Medical Innovations, Inc., a Delaware corporation (“Borrower” or “you”) proposes to form a wholly owned subsidiary (“Merger Sub”), which will acquire (the “Acquisition”) all of the outstanding capital stock (the “Shares”) of Biosite Incorporated (the “Acquired Business”). The Acquisition will be effected by Merger Sub entering into a merger agreement (the “Acquisition Agreement”) with the Acquired Business pursuant to which Merger Sub would merge with and into the Acquired Business. All references to “dollars” or “$” in this agreement and the attachments hereto (collectively, this “Commitment Letter”) are references to United States dollars. All references to “Borrower” or “Borrower and its subsidiaries” for any period from and after consummation of the Acquisition shall include the Acquired Business.

We understand that the sources of funds required to fund the Acquisition consideration, to repay existing indebtedness of Borrower and the Acquired Business and their respective subsidiaries of up to $162.0 million (the “Refinancing”), to pay fees, commissions and expenses in connection with the Transactions (as defined below) and to provide ongoing working capital requirements of Borrower and its subsidiaries following the Transactions will include:

• senior secured credit facilities consisting of (i) a senior secured term loan facility to Borrower of $1,150.0 million ($850.0 million if the Joint Venture (as defined in the Term Sheet) is consummated on or prior to the Closing Date) (the “Term Loan Facility”) and (ii) a senior secured revolving credit facility to Borrower of up to $150.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Bank Facilities”); and

• the issuance by Borrower of up to $450.0 million aggregate gross proceeds of unsecured senior subordinated notes (the “Notes”) pursuant to a public offering or Rule 144A or other private placement (the “Notes Offering”) or, in the event the Notes are not issued at the time the Transactions are consummated, borrowings by Borrower of up to $450.0 million under a senior subordinated unsecured credit facility (the “Bridge Facility” and, together with the Bank Facilities, the “Facilities”), as described in the Bridge Facility Summary of Principal Terms and Conditions attached hereto as Annex I (the “Term Sheet”).

No other financing will be required for the uses described above. Immediately following the Transactions, neither Borrower nor any of its subsidiaries will have any indebtedness or preferred equity other than the Bank Facilities, the Notes or the Bridge Facility and other limited indebtedness to be agreed. As used herein, the term “Transactions” means the Acquisition, the Refinancing, the initial borrowings under the Bank Facilities, the issuance of the Notes or the borrowings under the Bridge Facility and the payments of fees, commissions and expenses in connection with each of the foregoing.

Commitments.

You have requested that UBS commit to provide 60% of the Bridge Facility, that GE Capital commit to provide 40% of the Bridge Facility and that UBSS agree to structure, arrange and syndicate the Bridge Facility.

UBS is pleased to advise you of its commitment to provide 60% of the Bridge Facility to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. GE Capital is pleased to advise you of its commitment to provide 40% of the Bridge Facility to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. The commitment of UBS, GE Capital and each other Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the “Bridge Documentation”) with respect to the Bridge Facility reasonably satisfactory to UBS, GE Capital and the other Lenders reflecting, among other things, the terms and conditions set forth in the Term Sheet, in Annex II hereto (the “Conditions Annex”) and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bridge Facility (the “Fee Letter”). You agree that the closing date of the Transactions and the concurrent closing of the Facilities, and if applicable, the Notes Offering (the “Closing Date”) shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof and in the Term Sheet and the Conditions Annex (including the conditions to initial funding) have been satisfied.

Syndication.

It is agreed that UBSS will act as the sole and exclusive advisor, arranger and book-manager for the Bridge Facility, and, in consultation with you, will exclusively manage the syndication of the Bridge Facility, and will, in such capacities, exclusively perform the duties and exercise the authority customarily associated with such roles. It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender (as defined below) will receive compensation with respect to any of the Bridge Facility outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the Bridge Facility, in each case unless you and we so agree.

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UBS and GE Capital reserve the right, prior to or after the execution of the Bridge Documentation, to syndicate all or a portion of their respective commitments to one or more institutions that will become parties to the Bridge Documentation (UBS, GE Capital and the institutions becoming parties to the Bridge Documentation, the “Lenders”). Upon any such additional Lender issuing its commitment to provide a portion of the Bridge Facility, UBS and GE Capital shall be released from a portion of their respective commitments in respect of the Bridge Facility in an aggregate amount equal to the commitment of such Lender.

UBSS will exclusively manage all aspects of the syndication of the Bridge Facility, including selection of additional Lenders, determination of when UBSS will approach potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Bridge Facility among the additional Lenders. You agree to, and to use commercially reasonable efforts to cause the Acquired Business to (including with a covenant to such effect in the Acquisition Agreement), actively assist UBSS in achieving a timely syndication of the Bridge Facility that is reasonably satisfactory to UBSS and the Lenders participating in the Bridge Facility. To assist UBSS in its syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause the Acquired Business and its representatives and advisors to, (a) promptly prepare and provide all financial and other information as UBSS may reasonably request with respect to Borrower, the Acquired Business, their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “Projections”) relating to the foregoing, (b) provide copies of any due diligence reports or memoranda prepared at the direction of you or any of your affiliates by legal, accounting, tax or other advisors in connection with the Acquisition (subject to the delivery of customary non-disclosure agreements reasonably acceptable to UBSS), (c) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from existing lending relationships of Borrower, the Acquired Business and their respective subsidiaries, (d) make available to prospective Lenders senior management and advisors of Borrower, the Acquired Business and their respective subsidiaries, (e) host, with UBSS, one or more meetings with prospective Lenders under the Bridge Facility, (f) assist UBSS in the preparation of one or more confidential information memoranda satisfactory to UBSS and other marketing materials to be used in connection with the syndication of the Bridge Facility and (g) obtain, at your expense, monitored public ratings of the Bridge Facility and the Notes from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 30 days prior to the Closing Date and to participate actively in the process of securing such ratings, including having senior management of Borrower and the Acquired Business meet with such rating agencies.

In connection with such syndication, UBS agrees, or shall cause its affiliates, to manage such syndication process such that during such syndication with respect to every dollar syndicated in respect of the Bridge Facility, such dollar shall reduce each of UBS’ and GE Capital’s Bridge Facility commitments and/or loans on a pro rata basis (determined based on the amount of each such commitment and/or loan of UBS and GE Capital).

At UBSS’s request, you agree to prepare a version of the information package and presentation and other marketing materials to be used in connection with the syndication that do not

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contain material non-public information concerning Borrower or the Acquired Business, their respective affiliates or their securities. In addition, you agree that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Bridge Facility, whether through an Internet website (including, without limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning Borrower or the Acquired Business, their respective affiliates or their securities.

Information.

You hereby represent and covenant that (a) all information (other than the Projections) that has been or will be made available to us or any of the Lenders by you, the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by you, the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved). You agree to supplement the Information and the Projections from time to time and agree to promptly advise us and the Lenders of all developments materially affecting Borrower, the Acquired Business, any of their respective subsidiaries or affiliates or the transactions contemplated hereby or the accuracy of Information and Projections previously furnished to us or any of the Lenders.

Compensation.

As consideration for the commitments of the Lenders hereunder with respect to the Bridge Facility and the agreement of UBSS to structure, arrange and syndicate the Bridge Facility and to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and the Fee Letter. Once paid, such fees shall not be refundable under any circumstances.

Conditions.

The respective commitments of UBS and GE Capital hereunder with respect to the Bridge Facility and UBSS’s agreement to perform the services described herein may be terminated by UBS or GE Capital, as applicable, if (i) such party becomes aware after the date hereof of any information not previously disclosed to such party affecting Borrower, the Acquired Business or the transactions contemplated hereby that in such party’s respective judgment is inconsistent in a material and adverse manner with any such information disclosed to such party prior to the date hereof; (ii) the results of our legal, tax and environmental due diligence relating to the Acquired Business and its affiliates are not satisfactory to such party and its counsel; (iii) any change shall occur since December 31, 2006, or any additional information shall be disclosed to or discovered by us (including, without limitation,

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information contained in any review or report required to be provided to it in connection herewith), which would, in the aggregate with all such changes and information, have a Material Adverse Effect (“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects, operations or property of Borrower and its subsidiaries or the Acquired Business and its subsidiaries, taken as a whole, (b) the ability of Borrower or any guarantor to perform its obligations under any Bridge Documentation and (c) the validity or enforceability of any Bridge Documentation or the rights and remedies of the agent or the Lenders under any Bridge Documentation); or (iv) any condition set forth in the Term Sheet or the Conditions Annex is not satisfied or any covenant or agreement in this Commitment Letter or the Fee Letter is not complied with.

Clear Market.

From the date of this Commitment Letter until our completion of syndication (as determined by us and notified in writing to you) of the Bridge Facility and, if later, of the distribution of the Notes, you will ensure that no financing for Borrower, the Acquired Business or any of their respective subsidiaries or affiliates (other than the Bank Facilities, Bridge Facility or the Notes) is announced, syndicated or placed without the prior written consent of UBS if such financing, syndication or placement would have, in the judgment of UBS, a detrimental effect upon the transactions contemplated hereby.

Indemnity and Expenses.

By your acceptance below, you hereby agree to indemnify and hold harmless us and the other Lenders and our and their respective affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bridge Facility or any of the transactions contemplated hereby or thereby or the providing or syndication of the Bridge Facility (or the actual or proposed use of the proceeds thereof), and to reimburse each Indemnified Person promptly upon its written demand for any legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such loss, claim, cost, expense, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding); provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person. You shall not be liable for any settlement of any such proceeding effected without your written consent, but if settled with such consent or if there shall be a final judgment against an Indemnified Person, you shall, subject to the proviso in the preceding sentence, indemnify such Indemnified Person from and against any loss or liability by reason of such settlement or judgment. You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and

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(ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Person. None of us or any other Lender (or any of their respective affiliates) shall be responsible or liable to Borrower, the Acquired Business or any of their respective subsidiaries, affiliates or stockholders or any other person or entity for any indirect, punitive or consequential damages which may be alleged as a result of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bridge Facility or the transactions contemplated hereby or thereby. In addition, you hereby agree to reimburse us and each of the Lenders from time to time upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of UBS, UBSS and GE Capital, appraisal, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Bridge Facility, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bridge Documentation and the administration, amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Bridge Documentation is executed and delivered or any extensions of credit are made under the Bridge Facility.

Confidentiality.

This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law and (ii) to your directors, officers, employees, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby. In addition, this Commitment Letter, the Term Sheet and the Conditions Annex (but not the Fee Letter) may be disclosed to the Acquired Business and its directors, officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

Other Services.

You acknowledge and agree that we and/or our affiliates may be requested to provide additional services with respect to Borrower, the Acquired Business and/or their respective affiliates or other matters contemplated hereby. Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto. Nothing in this Commitment Letter is intended to obligate or commit us or any of our affiliates to provide any services other than as set out herein.

Governing Law, Etc.

This Commitment Letter and the commitment of the Lenders shall not be assignable by you without the prior written consent of us and the Lenders, and any purported assignment without such consent shall be void. We reserve the right to employ the services of our respective affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion.

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You also agree that UBS or GE Capital may at any time and from time to time assign all or any portion of their respective commitments hereunder to one or more of their respective affiliates. You further acknowledge that we may share with any of our respective affiliates, and such affiliates may share with us, any information related to Borrower, the Acquired Business, or any of their respective subsidiaries or affiliates (including, without limitation, information relating to creditworthiness) and the transactions contemplated hereby. We agree to treat, and cause any of our respective affiliates to treat, all non-public information provided to us by you as confidential information in accordance with customary banking industry practices.

This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading “Indemnity and Expenses,” each Indemnified Person.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby. Any right to trial by jury with respect to any claim or action arising out of this Commitment Letter is hereby waived. You hereby submit to the non-exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or any of the matters contemplated hereby, and agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. You irrevocably and unconditionally waive any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

Patriot Act.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we and the other Lenders may be required to obtain, verify and record information that identifies Borrower and the Acquired Business, which information includes the name, address and tax identification number and other information regarding them that will allow us or such Lender to identify them in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and the Lenders.

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Please indicate your acceptance of the terms hereof and of the Term Sheet, the Conditions Annex and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 5:00 p.m., New York City time, on April 6, 2007 (the “Deadline”). This Commitment Letter and the commitments of the Lenders hereunder and the agreement of UBSS to provide the services described herein are also conditioned upon your acceptance hereof and of the Fee Letter, and our receipt of executed counterparts hereof and thereof on or prior to the Deadline. Upon the earliest to occur of (A) the execution and delivery of the Bridge Documentation by all of the parties thereto, (B) August 15, 2007, if the Bridge Documentation shall not have been executed and delivered by all such parties prior to that date and (C) if earlier than (B), the date of termination of the Acquisition Agreement, this Commitment Letter and the commitments of the Lenders hereunder and the agreement of UBSS to provide the services described herein shall automatically terminate unless the Lenders, UBSS and GE Capital shall, in their discretion, agree to an extension. The compensation, expense reimbursement, confidentiality, indemnification and governing law and forum provisions hereof and in the Term Sheet and the Fee Letter shall survive termination of (i) this Commitment Letter (or any portion hereof) and (ii) any or all of the commitments of the Lenders hereunder. The provisions under the headings “Syndication” and “Clear Market” above shall survive the execution and delivery of the Bridge Documentation.

[Signature Page Follows]

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
UBS LOAN FINANCE LLC
By:	/s/ James Boland
Name:	James Boland
Title:	Managing Director
By:	/s/ Eric Bootsma
Name:	Eric Bootsma
Title:	Director & Counsel Region Americas Legal
UBS SECURITIES LLC
By:	/s/ James Boland
Name:	James Boland
Title:	Managing Director
By:	/s/ Eric Bootsma
Name:	Eric Bootsma
Title:	Director & Counsel Region Americas Legal
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:

Accepted and agreed to as of the date first written above:

INVERNESS MEDICAL INNOVATIONS, INC.

By:

Name:

Title:

[Commitment Letter Signature Page]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
UBS LOAN FINANCE LLC
By:
Name:
Title:
By:
Name:
Title:
UBS SECURITIES LLC
By:
Name:
Title:
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Andrew D Moore
Name:	Andrew D Moore
Title:	Duly Authorized Signatory

Accepted and agreed to as of the date first written above:
INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ Ron Zwanziger
Name:
Title:

ANNEX I

BRIDGE FACILITY

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS¹

Borrower:	Inverness Medical Innovations, Inc. (“Borrower”). Borrower will own all of the equity interests of the Acquired Business on the Closing Date.
Sole Arranger:	UBS Securities LLC (“UBSS” or the “Arranger”).
Lenders:	A syndicate of banks, financial institutions and other entities, including UBS Loan Finance LLC (“UBS”), General Electric Capital Corporation (“GE Capital”), arranged by UBSS.
Administrative Agent:	UBS AG, Stamford Branch (the “Administrative Agent”).
Type and Amount of Bridge Facility:	$450.0 million senior subordinated unsecured bridge loan facility (the “Bridge Facility”).
Purpose:	Proceeds of borrowings under the Bridge Facility (the “Initial Loans”) will be used to finance a portion of the Acquisition consideration and the Refinancing and to pay fees, commissions and expenses in connection therewith.
Maturity/Exchange:	All the Initial Loans will mature on the date that is one year following the Closing Date (the “Maturity Date”). If any Initial Loan has not been previously repaid in full on or prior to the Maturity Date, subject to the conditions outlined below under “Conditions to Conversion of the Initial Loans,” such Initial Loan shall be converted into a term loan (each, a “Extended Term Loan” and, together with the Initial Loans, the “Loans”) maturing on the eighth anniversary of the Closing Date (the “Final Maturity Date”). The Lenders in respect of the Initial Loans and the Extended Term Loans will have the option (i) in the case of Initial Loans, at the Maturity Date or (ii) in the case of Extended Term Loans, at any time or from time to time, to receive notes (the “Exchange Notes”) in exchange for such Initial Loans or Extended Term Loans having the terms set forth in the term sheet attached hereto as Exhibit A.

¹ All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this summary is attached.

Availability:	Upon satisfaction of conditions precedent to drawing to be specified in the Bridge Documentation, a single drawing may be made on the Closing Date of up to the full amount of the Bridge Facility.
Interest:	Prior to the Maturity Date, the Initial Loans will accrue interest at a rate per annum equal to (as determined on the Closing Date and each three-month period thereafter) the three-month London Interbank Offered Rate (“LIBOR”) as determined by UBS for a corresponding U.S. dollar deposit amount (adjusted quarterly) plus the Spread. The Spread will initially be, 475 basis points. If the Initial Loans are not repaid in full within six months following the Closing Date, the Spread will increase by 50 basis points at the beginning of the subsequent three-month period and shall increase by an additional 50 basis points at the beginning of each three-month period thereafter (but, in any event, not on the Maturity Date). LIBOR will be adjusted for maximum statutory reserve requirements (if any). The initial Spread shall increase by 50 basis points if the Bridge Facility is not rated at least Caal by Moody’s and at least CCC+ by S&P (in each case with a stable outlook or better and pro forma for the Transactions).
	Interest on the Initial Loans will be payable in arrears at the end of each three-month period and at the Maturity Date. Interest on the Initial Loans shall not exceed 11.50% per annum (the “Total Cap”); provided that the Total Cap for the Initial Loans and the Exchange Notes shall each be increased by 50 basis points if the Bridge Facility is not rated at least Caal (stable or positive outlook) by Moody’s and CCC+ (stable or positive outlook) by S&P.
	Following the Maturity Date, all outstanding Extended Term Loans will accrue interest at the rate provided for in the Exchange Notes in Exhibit A hereto; provided that a holder of an Extended Term Loan may at any time fix the rate thereon at the effective rate (such loans, “Fixed Rate Term Loans”).
	Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

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Default Interest:	Upon the occurrence and during the continuance of an event of default, interest will accrue on the amount of any loan or other amount outstanding under the Bridge Facility at a rate of 2.0% per annum plus the rate otherwise applicable to the loans under the Bridge Facility and will be payable on demand.
Mandatory Prepayment:	Borrower will be required to prepay Initial Loans and Extended Term Loans (other than Fixed Rate Term Loans), and offer to prepay Fixed Rate Term Loans, on a pro rata basis, at par plus accrued and unpaid interest, in an amount equal to (a) 100% of the net proceeds received from the sale or other disposition of assets of Borrower or any of its subsidiaries after the Closing Date, other than sales of inventory in the ordinary course of business and other exceptions to be agreed and subject to reinvestment rights to be agreed and prepayment of the Bank Facilities, (b) 100% of the net proceeds received by Borrower or any of its subsidiaries from the issuance of debt or preferred stock after the Closing Date, other than exceptions to be agreed and (c) 100% of the net proceeds received from the issuance of common equity (including, but not limited to, upon the exercise of warrants and options) by, or equity contributions to, Borrower after the Closing Date, other than exceptions to be agreed upon and (d) 100% of all casualty and condemnation proceeds received by Borrower or any of its subsidiaries, subject to reinvestment rights to be agreed and prepayment of the Bank Facilities.
Optional Prepayments:	The Initial Loans and Extended Term Loans (other than Fixed Rate Term Loans) may be prepaid, in whole or in part, at the option of Borrower, at any time with prior notice, at par plus accrued and unpaid interest and breakage costs. The Fixed Rate Term Loans will be subject to prepayment restrictions and premiums consistent with Fixed Rate Exchange Notes.
Guarantees:	The Bridge Facility will be fully and unconditionally guaranteed on a joint and several basis by all of the existing and future direct and indirect subsidiaries of Borrower including the Acquired Business (collectively, the “Guarantors”), subject to exceptions for foreign subsidiaries to the extent such guarantees would be prohibited by applicable law or would result in materially adverse tax consequences.
Security:	None.

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Ranking:	Subordinated to the Bank Facilities; pari passu with or senior to all other obligations of Borrower and the guarantors.
Conditions to Borrowing:	Conditions precedent to borrowing under the Bridge Facility will include (without limitation) those set forth in the Commitment Letter and Annex II to the Commitment Letter.
Representations and Warranties:	Representations and warranties will apply to Borrower and its subsidiaries and will include (without limitation):
	Accuracy and completeness of financial statements (including pro forma financial statements); absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law; corporate power and authority; enforceability of the Bridge Documentation; no conflict with law or contractual obligations; no material litigation; no default; ownership of property; liens; intellectual property; no burdensome restrictions; taxes; Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; environmental matters; solvency; accuracy and completeness of disclosure; Patriot Act and anti-terrorism law compliance; and creation and perfection of security interests.
Affirmative and Negative Covenants:	Affirmative covenants will apply to Borrower and its subsidiaries and will include (without limitation):
	Delivery of certified quarterly and audited annual financial statements, monthly management reports, reports to shareholders, notices of defaults, litigation and other material events, budgets and other information customarily supplied in a transaction of this type; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with all applicable laws and regulations (including, without limitation, environmental matters, taxation and ERISA) and material contractual obligations; maintenance of property and insurance; maintenance of books and records; right of the Lenders to inspect property and books and records; agreement to hold annual meetings of Lenders; further assurances (including, without limitation, with respect to guarantees from future subsidiaries); agreement to establish an interest rate protection program and/or have fixed rate financing on a percentage to be determined of the aggregate funded indebtedness of Borrower and its subsidiaries; and compliance with obligations in the Fee Letter. The Bridge Documentation will also contain a covenant requiring that if Borrower enters into agreements governing (i)

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the joint venture (the “Joint Venture”) anticipated to be entered into among the Borrower and The Procter & Gamble Company (“P&G”) for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products outside of the fields of cardiology and diabetes and (ii) any right of P&G to require the Borrower or any of its subsidiaries to purchase P&G’s interest in the Joint Venture, such agreements will be satisfactory to UBS and GE Capital and include Borrower receiving gross proceeds of at least $325.0 million in connection therewith (it being understood that if such agreements are entered into on or prior to the Closing Date, UBS’s and GE Capital’s aforementioned satisfaction therewith shall be a condition precedent to the initial funding of the Bridge Facility).

Negative covenants will apply to Borrower and its subsidiaries and will include (without limitation):

1.      Limitation on dispositions of assets and changes of business and ownership.

2.      Limitation on mergers and acquisitions.

3.      Limitations on dividends, stock repurchases and redemptions and other restricted payments.

4.      Limitation on indebtedness (including guarantees and other contingent obligations) and preferred stock and prepayment, amendment and redemption thereof.

5.      Limitation on loans and investments.

6.      Limitation on liens and further negative pledges.

7.      Limitation on transactions with affiliates.

8.      Limitation on sale and leaseback transactions.

9.      Limitation on capital expenditures.

10.    Limitation on operating leases.

11.    Maintenance of holding companies and/or any inactive subsidiaries as passive, non-operating enterprises.

12.    No modification or waiver of material documents (including, without limitation, charter documents of

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	Borrower and its subsidiaries) in any manner materially adverse to the Lenders without the consent of the Requisite Lenders.
	13.    No change to fiscal year.
Financial Covenants:	Financial covenants will apply to Borrower and its consolidated subsidiaries and will include (without limitation):
	1.      Minimum interest coverage ratio.
	2.      Maximum leverage ratio.
Events of Default:	Events of default will include (without limitation) the following: nonpayment, breach of representations and covenants, cross-payment default and cross-acceleration, invalidity of guarantees, bankruptcy and insolvency events, ERISA events, judgments and change of ownership or control (to be defined).
Conditions to Conversion of Initial Loans:	On the Maturity Date, unless (i) Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding, (ii) there exists a matured default with respect to the Initial Loans or (iii) there exists a default in the payment when due at final maturity of any indebtedness of Borrower or any of its subsidiaries, or the maturity of such indebtedness shall have been accelerated, the Initial Loans shall automatically be converted into Extended Term Loans (subject to the Lenders’ rights to convert Initial Loans into Exchange Notes as set forth in Exhibit A hereto).
Assignments and Participations:	Each Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Bridge Facility. Assignments will require payment of an administrative fee to the Administrative Agent and, except for an assignment to an existing Lender or an affiliate of an existing Lender, the consent of the Administrative Agent, which consent shall not be unreasonably withheld. In addition, each Lender may sell participations in all or a portion of its loans and commitments under the Bridge Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the Bridge Facility (except as to certain basic issues).

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Expenses and Indemnification:	All reasonable out-of-pocket expenses (including but not limited to reasonable legal fees and expenses and expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) of the Lenders, UBS, UBSS, GE Capital and the Administrative Agent associated with the syndication of the Bridge Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification (including proposed amendments, waivers or modifications) of the documentation contemplated hereby are to be paid by Borrower. In addition, all out-of-pocket expenses (including but not limited to reasonable legal fees and expenses) of the Lenders and the Administrative Agent for workout proceedings, enforcement costs and documentary taxes associated with the Bridge Facility are to be paid by Borrower.
	Borrower will indemnify the Lenders, UBS, UBSS, GE Capital and the Administrative Agent and their respective affiliates, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the transactions contemplated hereby and any actual or proposed use of the proceeds of any loans made under the Bridge Facility; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely by reason of the gross negligence or willful misconduct of such person.
Yield Protection, Taxes and Other Deductions:	The Bridge Documentation will contain yield protection provisions, customary for facilities of this nature, protecting the Lenders in the event of unavailability of LIBOR, breakage losses and reserve and capital adequacy requirements.
	All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the Lender’s applicable lending office). Borrower will indemnify the Lenders and the Administrative Agent for such taxes paid by the Lenders or the Administrative Agent. The Lenders will use commercially reasonable efforts to minimize to the extent possible any applicable taxes and Borrower will indemnify the Lenders and the Administrative Agent for such taxes paid by the Lenders and the Administrative Agent, as the case may be.

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Requisite Lenders:	Lenders holding at least a majority of total loans and commitments under the Bridge Facility, with certain modifications or amendments requiring the consent of Lenders holding a greater percentage (or all) of the total Loans and commitments under the Bridge Facility.
Governing Law and Forum:	The laws of the State of New York. Each party to the Bridge Documentation will waive the right to trial by jury and will consent to jurisdiction of the state and federal courts located in The City of New York.
Counsel to UBSS, GE Capital and the Administrative Agent:	Cahill Gordon & Reindel LLP.

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Exhibit A to

ANNEX I

Summary of Principal Terms and Conditions

of Exchange Notes

Capitalized terms used but not defined herein have the meanings given (or incorporated by reference) in the Summary of Principal Terms and Conditions of the Bridge Facility to which this Exhibit A is attached.

Issuer:	Borrower will issue Exchange Notes under an indenture which complies with the Trust Indenture Act (the “Indenture”). Borrower in its capacity as issuer of the Exchange Notes is referred to as the “Issuer.”
Guarantors:	Same as Initial Loans.
Principal Amount:	The Exchange Notes will be available only in exchange for the Initial Loans (at the Maturity Date) or the Extended Term Loans (at any time). The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Initial Loans or the Extended Term Loans for which it is exchanged.
Maturity:	The Exchange Notes will mature on the eighth anniversary of the Closing Date.
Interest Rate:	The Exchange Notes will bear interest at a rate equal to the Initial Rate (as defined below) plus the Exchange Spread (as defined below). Any holder of an Exchange Note may at any time fix the rate thereon at the effective rate (such Exchange Notes, “Fixed Rate Exchange Notes”). Notwithstanding the foregoing, the interest rate in effect at any time shall not exceed the Total Cap; provided that upon transfer of any Exchange Note to a person that is not a holder of Exchange Notes on the Maturity Date, the interest rate thereon shall thereupon be the Total Cap. The “Initial Rate” shall be equal to the interest rate applicable to the Initial Loans and in effect on the Maturity Date. “Exchange Spread” shall mean 50 basis points during the three-month period commencing on the Maturity Date and shall increase by 50 basis points at the beginning of each subsequent three-month period.
	Calculation of interest shall be on the basis of the actual number of days elapsed in a year of twelve 30-day months.
Default Interest:	In the event of a payment default on the Exchange Notes, interest on the Exchange Notes will accrue at a rate of 2.0% per annum in excess of the rate otherwise applicable to the

	Exchange Notes, and will be payable in accordance with the provisions described above under the heading “Interest Rate.”
Ranking:	Same as Initial Loans.
Mandatory Offer to Purchase:	The Issuer will be required to offer to purchase the Exchange Notes upon a Change of Control (to be defined in the Indenture) at 101% of the principal amount thereof plus accrued interest to the date of purchase.
Optional Redemption:	Exchange Notes (other than Fixed Rate Exchange Notes) will be redeemable at the option of the Issuer, in whole or in part, at any time at par plus accrued and unpaid interest to the redemption date.
	Except as set forth in the following paragraph, Fixed Rate Exchanges Notes will not be redeemable at the option of the Issuer prior to the third anniversary of the Maturity Date. Thereafter, each Fixed Rate Exchange Note will be redeemable at the option of the Issuer at a premium equal to 50% of the coupon of such Fixed Rate Exchange Note, declining ratably to par on the date which is two years prior to the final maturity of the Exchange Notes.
	Each Fixed Rate Exchange Note will be redeemable at the option of the Issuer prior to the third anniversary of the Maturity Date with the net cash proceeds of qualified equity offerings of Borrower at a premium equal to the coupon on such Fixed Rate Exchange Note; provided that after giving effect to such redemption at least 65% of the aggregate principal amount of Exchange Notes originally issued shall remain outstanding.
Registration Rights:	The Issuer will be required to:
	•     within 60 days after the Maturity Date, file a registration statement for an offer to exchange the Exchange Notes for publicly registered notes with identical terms;
	•     use its reasonable best efforts to cause the registration statement to become effective under the Securities Act within 150 days after the Maturity Date;
	•     complete the exchange offer within 180 days after the Maturity Date; and

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	•     file a shelf registration statement for the resale of the Exchange Notes if it cannot complete an exchange offer within those time periods listed above and in certain other circumstances.
	If the Issuer does not comply with these obligations, it will be required to pay additional interest to the holders of the Exchange Notes.
	In addition, unless and until the Issuer has consummated the exchange offer and, if required, caused the shelf registration statement to become effective, the holders of the Exchange Notes will have the right to “piggy-back” the Exchange Notes in the registration of any debt securities (subject to customary scale-back provisions) that are registered by the Issuer (other than on a Form S-4) unless all the Exchange Notes and Extended Term Loans will be redeemed or repaid from the proceeds of such securities.
Right to Transfer Exchange Notes:	The holders of the Exchange Notes shall have the absolute and unconditional right to transfer the Exchange Notes in compliance with applicable law to any third parties.
Covenants:	Those typical for an indenture governing a high yield note issue of a new issuer.
Events of Default:	Those typical for an indenture governing a high yield note issue of a new issuer.
Governing Law:	The laws of the State of New York.

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ANNEX II

CONDITIONS TO CLOSING¹

The commitment of the Lenders under the Commitment Letter with respect to the Bridge Facility, the agreements of UBS, UBSS and GE Capital to perform the services described in the Commitment Letter, the consummation of the Transactions and the funding of the Bridge Facility are subject to the conditions set forth in the Commitment Letter and satisfaction of each of the conditions precedent set forth below.

1. UBS and GE Capital shall have received, reviewed, and be satisfied with, (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Acquired Business for each of the last three fiscal years ending more than 75 days prior to the Closing Date (the “Audited Financial Statements”), (ii) unaudited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for each fiscal quarter of the current fiscal year ending more than 35 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”) (with respect to which the independent auditors shall have performed an SAS 100 review), (iii) a pro forma consolidated and consolidating balance sheet and related statements of income and cash flows for Borrower (the “Pro Forma Financial Statements”), as well as pro forma levels of EBITDA (“Pro Forma EBITDA”). for the last fiscal year covered by the Audited Financial Statements and for the latest four-quarter period ending more than 35 days prior to the Closing Date, in each case after giving effect to the Transactions and (iv) forecasts of the financial performance of Borrower and its subsidiaries (after giving effect to the Transactions) (x) on an annual basis, through 2014 and (y) on a quarterly basis, through 2008. The financial statements referred to in clauses (i) and (ii) shall be prepared in accordance with accounting principles generally accepted in the United States. The Pro Forma Financial Statements and the Pro Forma EBITDA shall be consistent in all material respects with the sources and uses described in the Commitment Letter and the forecasts provided to the Lenders prior to the date of the Commitment Letter. The Pro Forma Financial Statements shall be prepared on a basis consistent with pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission. The consolidated senior debt leverage ratio and the consolidated total leverage ratio of Borrower on the Closing Date after giving effect to the initial borrowing under the Bridge Facility and the other transactions described herein shall, in each case, be satisfactory to UBS and GE Capital.

2. General and collateral releases from prior lenders, customary corporate and estoppel certificates.

3. Compliance with applicable laws, decrees, and material agreements or obtaining of applicable consents and waivers.

¹ All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this Annex II is attached.

4. The structure, conditions and terms of the Acquisition, and all documentation relating to the Acquisition, shall be in form and substance satisfactory to UBS and the Lenders. All conditions precedent to the Acquisition shall have been met (or waived with the consent of the UBS and GE Capital) and the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement (without waiver or amendment thereof unless consented to by UBS and GE Capital), all requirements of law (including, without limitation, approval of the board of directors of any party reasonably requested by UBS or GE Capital) and in a manner satisfactory to UBS and GE Capital.

5. Satisfactory opinions of counsel from Borrowers’ counsel (including local counsel as requested) reasonably acceptable to UBS.

6. Receipt of all necessary or appropriate third party and governmental waivers and consents.

7. All of the requirements referred to in the Commitment Letter under “Syndication” shall have been satisfied, and the Closing Date shall not occur less than 30 days after the delivery to UBSS of the final confidential information memorandum referred to therein.

8. Prior to or concurrently with the borrowings under the Bridge Facility, the Borrower shall have received gross proceeds of $1,150.0 million from borrowings under the Term Loan Facility ($850.0 million if the Joint Venture is consummated on or prior to the Closing Date) and the Bank Facilities documentation shall be reasonably satisfactory in form and substance to the Lenders.

9. Borrower shall have engaged the Investment Banks referred to in the Fee Letter to place the Securities referred to therein. Borrower shall have prepared and delivered to the Investment Bank a substantially completed initial draft of the Offering Document (as defined in the Fee Letter) at least 30 business days prior to the Closing Date. The Investment Banks shall have had the opportunity to market the Securities for such a period as is customary to complete the sale of securities such as the Securities, but in any event not less than 15 business days unless a shorter period is acceptable to the Investment Banks.

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