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. 2)

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. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Biosite Incorporated, a Delaware corporation (“Biosite”), with the Securities and Exchange Commission (the “SEC”) on April 2, 2007, as amended by Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Biosite with the SEC on April 5, 2007 (the Schedule 14D-9, as previously filed with the SEC and as the same has been or is amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer made by Louisiana Acquisition Sub, Inc., 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 10, 2007, Biosite issued a press release announcing that the Biosite Board, after consultation with its financial and legal advisors, has determined that the acquisition proposal set forth in the letter received from Inverness on April 4, 2007 is reasonably likely to lead to a superior proposal as defined in the Merger Agreement. Based in part on this determination, the Biosite Board has authorized Biosite to engage and participate in discussions and negotiations with Inverness. In connection with such discussions and negotiations, Biosite may provide non-public information to Inverness. Pursuant to the Merger Agreement, Biosite must provide Beckman with at least 48 hours notice prior to initially engaging in discussions or negotiations with or initially furnishing non-public information to Inverness in response or with respect to the Inverness acquisition proposal.

The Biosite Board, together with its financial and legal advisors, will continue to evaluate all aspects of the acquisition proposal from Inverness. While the Biosite Board has determined that the Inverness acquisition proposal is reasonably likely to lead to a superior proposal, the Biosite Board has not determined that the Inverness acquisition proposal constitutes a superior proposal. There can be no assurance that Inverness will ultimately make an offer that the Biosite Board determines to constitute a superior proposal. The Biosite Board has not approved, endorsed or recommended the Inverness acquisition proposal. Moreover, the Biosite Board has not withdrawn, qualified, modified, changed or amended its recommendation with respect to the Offer or the Merger, and the Merger Agreement remains in effect.

Biosite stockholders are encouraged to review the letter received from Inverness on April 4, 2007 and the accompanying commitment letters from Inverness’ proposed financing sources (which, among other things, identify certain conditions to the financing contemplated thereby), which are filed as Exhibit (a)(1)(K), Exhibit (a)(1)(L) and Exhibit (a)(1)(M) to Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Biosite with the SEC on April 5, 2007.

Item 9. Exhibits.

Exhibit No.	Description
(a)(1)(O)	Press Release Issued by Biosite Incorporated on April 10, 2007

2

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 10, 2007

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

Exhibit (a)(1)(O)

FOR IMMEDIATE RELEASE

Contact:

Nadine Padilla

Vice President, Corporate & Investor Relations

(858) 805-2820

Joele Frank/Dan Katcher

Joele Frank, Wilkinson Brimmer Katcher

(212) 335-4449

BIOSITE PREPARED TO ENTER INTO DISCUSSIONS WITH INVERNESS MEDICAL INNOVATIONS

SAN DIEGO, April 10, 2007 – Biosite Incorporated (Nasdaq: BSTE) today announced that its Board of Directors, after consultation with its financial and legal advisors, has determined that the acquisition proposal set forth in the letter received from Inverness Medical Innovations, Inc. (AMEX: IMA) on April 4, 2007 is reasonably likely to lead to a superior proposal as defined in the merger agreement that Biosite entered into with Beckman Coulter, Inc. (NYSE: BEC) on March 24, 2007. Based in part on this determination, the Biosite Board has authorized Biosite to engage and participate in discussions and negotiations with Inverness. In connection with such discussions and negotiations, Biosite may provide non-public information to Inverness. Pursuant to the merger agreement with Beckman Coulter, Biosite must provide Beckman Coulter with at least 48 hours notice prior to initially engaging in discussions or negotiations with or initially furnishing non-public information to Inverness in response or with respect to the Inverness acquisition proposal.

The Biosite Board, together with its financial and legal advisors, will continue to evaluate all aspects of the acquisition proposal from Inverness. While the Biosite Board has determined that the Inverness acquisition proposal is reasonably likely to lead to a superior proposal, the Biosite Board has not determined that the Inverness acquisition proposal constitutes a superior proposal. There can be no assurance that Inverness will ultimately make an offer that the Biosite Board determines to constitute a superior proposal. The Biosite Board has not approved, endorsed or recommended the Inverness acquisition proposal. Moreover, the Biosite Board has not withdrawn, qualified, modified, changed or amended its recommendation with respect to the Beckman Coulter tender offer described below, and the merger agreement between Biosite and Beckman Coulter remains in effect.

As previously announced, a subsidiary of Beckman Coulter has commenced a cash tender offer to acquire all of Biosite’s outstanding shares of common stock for $85.00 per share. Unless the tender offer is extended, it 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).

Goldman Sachs is acting as financial advisor to Biosite and Cooley Godward Kronish LLP and Potter Anderson & Corroon LLP are serving as legal advisors.

About Biosite

Biosite Incorporated is a leading bio-medical company commercializing proteomics discoveries for the advancement of medical diagnosis. The company’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 tender offer materials described above, 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.