Exhibit 10.1


 


Execution Copy


 


INVESTOR RIGHTS AGREEMENT


 


THIS
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as
of March 31, 2006, by and between Inverness Medical Innovations, Inc., a
Delaware corporation (the “Company”), each of the other parties
signatory from time to time hereto (the “Investors”) and for purposes of
the co-sale rights in Sections 8 and 10 only, Ron Zwanziger, the Chief
Executive Officer of the Company (the “Company Executive”).


 


RECITALS


 


WHEREAS,
the Company, ABON BioPharm (Hangzhou) Co., Ltd., a Chinese limited liability
company (“ABON”), ACON Biotech (Hangzhou) Co., Ltd., a wholly foreign
owned enterprise established in the People’s Republic of China (“ACON Bio”),
AZURE Institute, Inc., a California corporation (“AZURE”), ACON
Laboratories, Inc., a California corporation (“ACON Labs”), GENCLONN
BIOTECH (HANGZHOU) CO., LTD., a Chinese limited liability company (“Genclonn”),
LBI Inc., a British Virgin Islands company (“LBI”), New Hampton Inc., a
Cayman Islands company (“New Hampton”), NJI, Inc., a Cayman Islands
company (“NJI”), Oakville Hong Kong Co., Ltd., a Hong Kong company (“Oakville”),
Sincerita Ltd., a British Virgin Islands limited liability company (“Sincerita”),
Karsson Overseas Ltd., a British Virgin Islands Company and Rich Horizons
International Ltd., a British Virgin Islands company (“Rich Horizons”)
(collectively, the “ACON Entities”), Feng Lin and Jixun Lin (the “Management
Team”) (collectively with the ACON Entities, the “Seller Entities”
and the Seller Entities together with their Affiliates, the “SE Investors”)
are parties to, or are expected to be parties to, various agreements relating
to the Company’s purchase of the First Territory Business, the New Facility (as
such terms are defined in the First Territory and New Facility Acquisition
Agreement ) and the First Territory Business in all other territories other
than the First Territory (the “Second Territory Business”).


 


WHEREAS,
in connection with the First Closing and the New Facility Closing and pursuant
to the acquisition agreement dated as of February 24, 2006, by and among
the Company and the Seller Entities named on the signature pages thereto (the “First
Territory and New Facility Acquisition Agreement”), the Investors have
received or will receive shares of common stock of the Company, par value $.001
per share (the “Common Stock”) as consideration for the sale of the
First Territory Business and the New Facility.


 


WHEREAS,
the execution and delivery of this Agreement by the Investors, Company and the
Company Executive are inducements and conditions precedent to the consummation
of the transactions contemplated in, including the issuance by the Company of
the Common Stock under, the First Territory and New Facility Acquisition
Agreement;


 


WHEREAS,
pursuant to an additional asset purchase agreement for the Second Territory
Business, the Company will issue Common Stock as partial consideration for the
assets acquired thereunder to the Seller Entities which are parties to such
agreement and each such Seller Entity


 


Investor Rights Agreement


 

















 


and the
Company, as a condition precedent to the closing of the transactions
contemplated therein (the “Second Closing”) and issuance by the Company
of the Common Stock under such additional asset purchase agreement shall
execute an Instrument of Accession in substantially the form attached hereto as
Exhibit A.


 


WHEREAS,
the execution and delivery of this Agreement by the Company Executive is for
the exclusive and sole purpose of enforcing Section 8 of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises and agreements set forth
herein and in the First Territory and New Facility Acquisition Agreement, and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.             Certain
Definitions. Unless otherwise set forth in this Agreement, all capitalized
terms shall have the meaning set forth in the First Territory and New Facility
Acquisition Agreement. As used in this Agreement, the following terms shall
have the following respective meanings:


 


“Affiliate”
of a Person shall mean any person or entity which directly or indirectly
controls, is controlled by, or is under common control with such person or
entity.


 


“Change
of Control” shall refer to any (i) merger or consolidation of the
Company, other than a merger or consolidation in which the holders of capital
stock of the Company immediately prior to such merger or consolidation continue
to hold, directly or indirectly, greater than fifty percent (50%) of the
voting power of the surviving or acquiring entity after such merger or
consolidation, (ii) sale, lease, exchange or other disposition of all or
substantially all of its property and assets or (iii) similar transaction
or series of transactions involving an acquisition of the Company.


 


“Company”
shall have the meaning set forth in the preamble and shall include the Company’s
successors by merger, acquisition, reorganization or otherwise.


 


“Closing”
shall refer to each of the First Closing, New Facility Closing and Second
Closing, as applicable.


 


“Closing
Date” shall refer to the date on which each Closing occurs, as applicable.


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other federal
agency administering the Securities Act and the Exchange Act at the time.


 


“Common
Stock” shall mean the common stock and any other common equity securities
issued by the Company, and any other shares of stock issued or issuable with
respect thereto (whether by way of a stock dividend or stock split or in
exchange for or upon conversion of such shares or otherwise in connection with
a combination of shares, recapitalization, merger, consolidation or other
corporate reorganization).


 


2

















 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time, or any similar successor federal statute, and the rules and
regulations of the Commission thereunder.


 


“Person”
shall mean an individual, a corporation, a partnership, a joint venture, a
trust, an unincorporated organization, a limited liability company or
partnership, a government and any agency or political subdivision thereof.


 


“Registrable
Securities” shall mean (i) any shares of Common Stock issued to the
Investors in connection with any Closing, and (ii) any other securities
issued or issuable with respect to any such shares described in clause (i)
above by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or other reorganization.


 


“Registration
Expenses” shall mean the expenses so described in Section 5 hereof.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time,
or any similar successor federal statute, and the rules and regulations of the
Commission thereunder.


 


2.             Registration
Rights.


 


(a)           S-3
Registration. After each relevant Closing Date, subject to the terms and
conditions of this Agreement, the Company shall use commercially reasonable
efforts as described in this Section to register for resale the Registrable
Securities on a registration statement on Form S-3 (or any successor form)
under the Securities Act (together with any other form that the Company may be
able to use in order to register the Common Stock in the event a Form S-3
registration statement is not then available to the Company, the “Registration
Statement”). The Company shall cause such Registration Statement to be
filed with the Commission as soon as reasonably practicable after each relevant
Closing Date, and shall use commercially reasonable efforts to cause such
Registration Statement to be declared effective as soon as reasonably
practicable after the filing thereof, but in any event within one hundred and
thirty-five (135) days after each relevant Closing Date; provided,
that the Investors provide the Company with all information required to be
provided by the second paragraph of (c) below.


 


(b)           Piggyback
Registration. If the Company at any time proposes to register any of its
securities under the Securities Act for sale to the public it will give written
notice at the applicable address of record to each holder of Registrable
Securities of its intention to do so; provided, however, that no
such notice or registration shall be required for (i) a registration
effected solely to implement an employee benefit plan, (ii) a transaction
to which Rule 145 of the Securities Act is applicable, (iii) a
registration solely in connection with a merger or acquisition not involving
the Investors or their Affiliates, (iv) registration effected by a “shelf”
registration statement on Form S-3 or the other appropriate form for a
primary offering by the Company (with no selling stockholders) to be made on a
continuous basis pursuant to Rule 415 of the Securities Act (or such
successor rule or similar provision therein effect), (v) a registration
statement on Form S-4, S-8 or another form not available for registering
the Registrable Securities for sale to the public or (vi) a registration
effecting a primary offering of the


 


3

















 


Company’s
securities without any selling stockholders (whether or not such registration
is an underwritten offering). Upon the written request of any of such holders
of the Registrable Securities, given within twenty (20) days after receipt
by such Person of such notice, the Company shall, subject to the limits
contained in this Section 2(b), use its commercially reasonable efforts to
cause all such Registrable Securities of the requesting holders to be
registered under the Securities Act and qualified for sale under any state
securities or “blue sky” law which such holders may reasonably request, all to
the extent required to permit such sale or other disposition of their
Registrable Securities. If a holder of Registrable Securities decides not to
include all of its Registrable Securities in any Registration Statement filed
by the Company pursuant to this Section 2(b), such holder of Registrable Securities
shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent Registration Statement or Registration Statements
as may be filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth in this Agreement.


 


(c)           Postponement
of Effectiveness. Upon receipt of any notice (a “Suspension Notice”)
from the Company of the happening of any event which makes any statement made
or incorporated in the Registration Statement or related prospectus untrue or
which requires the making of any changes in such Registration Statement or
prospectus (or the information incorporated therein) so that they will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made not misleading,
each holder of Registrable Securities registered under such Registration
Statement shall forthwith discontinue disposition of Registrable Securities
pursuant to such Registration Statement until such holder’s receipt of the
copies of the supplemented or amended prospectus or until it is advised in
writing (the “Advice”) by the Company that the use of the prospectus may
be resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the prospectus. In the event that the
Company shall give any Suspension Notice, the Company shall use commercially
reasonable efforts to render the Advice and end the suspension period as
promptly as reasonably practicable. Notwithstanding the foregoing, in no event
shall the Company issue more than two (2) Suspension Notices in any twelve (12)
month period and the aggregate number of days in which a Suspension Notice or
Suspension Notices are in effect exceed an aggregate of one hundred twenty (120)
days in such twelve (12) month period. The Company shall prepare and file
with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep the Registration Statement continuously effective
and in compliance with applicable laws until the earlier of (i) such time
as all Registrable Securities have been sold pursuant to the Registration Statement or (ii) the
date on which the Investors may sell all of the Registrable
Securities covered by a registration statement under Rule 144
of the Securities Act during any ninety (90)-day period without volume
limitations (the first to occur, the “Expiration Date”).


 


The
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Company such information as is
required to be included with respect to such seller in a registration statement
including information regarding themselves, the Registrable Securities held by
them and the intended method of disposition of such securities, which
information may be requested pursuant to an investor questionnaire


 


4

















 


prepared for such purpose and the Company may exclude from such
registration the Registrable Securities of any holder of Registrable Securities
who unreasonably fails to furnish such information within a reasonable time
after receiving such request; provided, however, that the Company
shall give such holder at least five (5) business days prior written
notice before any such exclusion.


 


Each
Investor will be deemed to have agreed by virtue of its execution and delivery
of this Agreement and its acquisition of Registrable Securities that, upon
receipt of any notice from the Company of a Suspension Notice as set forth in Section 2(c)
such Investor will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or prospectus until such
Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2(c) hereof, or until it receives Advice that the
use of the prospectus may be resumed and such Investor has received copies of
any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such prospectus. Further, each Investor
acknowledges and agrees that its receipt of a Suspension Notice may constitute
material, non-public information under federal and/or applicable state
securities laws.


 


3.             Registration
Procedures.


 


When
the Company is required pursuant to the provisions of this Agreement to effect
the registration of any of its securities under the Securities Act, the Company
will:


 


(a)           prepare
and file with the Commission a registration statement on the appropriate form
under the Securities Act with respect to such securities, which form shall
comply in all material respects with the requirements of the applicable form
and include all financial statements required by the Commission to be filed
therewith, and use its commercially reasonable efforts to cause such
registration statement to become and remain effective until completion of the
proposed offering;


 


(b)           prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective until the Expiration
Date and to comply with the provisions of the Securities Act with respect to
the sale or other disposition of all securities covered by such registration
statement whenever the seller or sellers of such securities shall desire to
sell or otherwise dispose of the same, but only to the extent provided in this
Agreement;


 


(c)           file
and use its commercially reasonable efforts to register or qualify the
securities covered by such registration statement under such other securities
or state securities or “blue sky” laws of such jurisdictions as each selling
holder shall reasonably request, and do any and all other acts and things that
may be necessary under such state securities or “blue sky” laws to enable such
selling holder to consummate the public sale or other disposition in such
jurisdictions of the securities owned by such selling holder, except that the
Company shall not for any such purpose be required to qualify to do business as
a foreign corporation or consent to service of process in any jurisdiction
wherein it is not so qualified or has not so consented;


 


5

















 


(d)           make
generally available to the holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act no later than forty-five (45)
days after the end of the twelve (12)-month period beginning with the
first (1st) day of the Company’s first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall
cover said twelve (12)-month period, and which requirement will be deemed
to be satisfied if the Company satisfies the requirements of Rule 158
under the Securities Act and otherwise complies with all applicable rules and
regulations of the Commission;


 


(e)           if
the Registrable Securities are of a class of securities that is listed on a
national securities exchange, file copies of any prospectus with such exchange
in compliance with Rule 153 under the Securities Act so that the holders
of Registrable Securities benefit from the prospectus delivery procedures
described therein;


 


(f)            cooperate
with each holder and each underwriter, if any, participating in the disposition
of Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. (“NASD”), including, if appropriate, the pre-filing of a
prospectus as part of a shelf registration statement in advance of an
underwritten offering;


 


(g)           during
the period when the prospectus is required to be delivered under the Securities
Act, promptly file all documents required to be filed with the Commission,
including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act;


 


(h)           provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case no later than the effective date of such registration;


 


(i)            comply
with the requirements of the America Stock Exchange (“AMEX”) or any
other relevant exchange for listing the Registrable Securities prior to or
concurrent with the effectiveness of the registration statement;


 


(j)            provide
copies to and permit legal counsel designated by the holders to review each
registration statement and all amendments and supplements thereto no fewer than
three (3) business days prior to their filing with the Commission;


 


(k)           furnish
to the holders of Registrable Securities and their legal counsel by electronic
transmission (i) promptly after the same is prepared and publicly
distributed, filed with the Commission, or received by the Company (but not
later than three (3) business days after the filing date, receipt date or
sending date, as the case may be) one (1) copy of any registration
statement and any amendment thereto, each preliminary prospectus and prospectus
and each amendment or supplement thereto, and each letter written by or on
behalf of the Company to the Commission or the staff of the Commission, and
each item of correspondence from the Commission or the staff of the Commission,
in each case relating to such registration statement (other than any portion of
any thereof which contains information for which the Company has sought
confidential treatment), and (ii) such number of copies of a prospectus, including
a preliminary prospectus, and all amendments and supplements thereto and such
other documents as each holder of Registrable Securities may reasonably request
in order to facilitate the


 


6

















 


disposition of the Registrable Securities owned by such Investor that
are covered by the related registration statement;


 


(l)            use
commercially reasonable efforts to (i) prevent the issuance of any stop
order or other suspension of effectiveness and, (ii) if such order is
issued, obtain the withdrawal of any such order as soon as reasonable
practicable;


 


(m)          promptly
notify the holders of Registrable Securities at any time when a prospectus
relating to Registrable Securities is required to be delivered under the Securities
Act, upon the Company’s becoming aware that the prospectus included in a
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and at the request of any such holder, promptly
prepare and furnish to such holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
and


 


(n)           otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission under the Securities Act and the Exchange Act, and
take such other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder.


 


4.             Indemnification.


 


(a)           Indemnification
by the Company. To the extent permitted by law, the Company will indemnify
and hold harmless each Investor,
the members, owners, partners, officers, directors, employees, agents,
successors and assigns of each Investor, and each Affiliate of such Investor
(individually and collectively the “Indemnified Person”), against any
losses, claims, damages, or liabilities (individually and collectively, the “Liability”)
(joint or several) to which such Indemnified Person may become subject under
the Securities Act or otherwise, insofar as any Liability (or actions or
proceedings in respect thereof) arises out of or is based upon any of the
following statements, omissions or violations (collectively a “Violation”)
by the Company: (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act pursuant to
this Agreement, including any final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or
alleged violation of the Securities Act, or any applicable federal or state
securities law or any rule or regulation promulgated under the Securities Act,
or any applicable federal or state securities law in connection with the
offering covered by such registration statement. Except as otherwise provided
in Section 4(c), the Company will pay promptly, as incurred, to each such Indemnified Person any reasonable
legal or other expenses reasonably incurred by them in connection with
investigating, or preparing to defend or defending any Liability; provided
however, that the agreement to indemnify contained in this Section 4(a)
shall not apply to amounts paid in settlement of any Liability or action to the
extent


 


7

















 


that such Liability arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished by
or on behalf of such Investor expressly for use in connection with such
registration statement and provided
further, that the Company shall not be required to indemnify any Person
against Liability that arises out of the failure of any Person to deliver a
prospectus as required by the Securities Act regardless of any investigation
made by or on behalf of such Indemnified Person. The Company’s indemnification
obligations shall survive any transfer by such Investor of its Registrable Securities.


 


(b)           Indemnification
by Investors. To the extent permitted by law, each Investor agrees to
indemnify and hold harmless the Company, each officer of the Company who signs
a registration statement covering Registrable Securities and each director of
the Company, any other stockholder selling shares of Common Stock in such
registration statement, employees, agents, successors, assigns and any
Affiliate of the Company or such other stockholder (individually and
collectively also the “Indemnified Person”), from and against any
Liability (joint or several) to which any such Indemnified Person may become
subject (under the Securities Act or otherwise), insofar as such Liability (or
actions or proceedings in respect thereof) arises out of, or is based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in
any registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, including any
final prospectus contained therein or any amendments or supplements thereto, or
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, in each case to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission occurs in reliance upon and
conformity with written information furnished by such Investor expressly for
use in connection with such registration statement. The liability of any Investor
for indemnification contained in this Section 4(b) shall not exceed the
net proceeds from the sale of shares of Common Stock sold under such
Registration Statement received by such Investor, except in the case of willful
fraud, or intentional misstatement or omission by such Investor. Each
Investor’s
indemnification obligations shall survive any transfer by such Investor of its Registrable
Securities.


 


(c)           Conduct
of Indemnification Proceedings. In the event the Company, any Investors or
other Indemnified Person receives a complaint, claim or other notice of any
liability or action, giving rise to a claim for indemnification under Sections 4(a)
or (b) above, the Person claiming indemnification under such paragraphs shall
promptly notify the Person against whom indemnification is sought (the “Indemnifying
Person”) of such complaint, notice, claim or action, and the Indemnifying
Person shall have the right to investigate and defend any such loss, claim,
damage, liability or action; provided, that the failure to promptly give
notice shall not relieve the Indemnifying Person from any Liability except to
the extent that it is materially prejudiced by the failure or delay of the
Indemnified Person in giving such notice. If any such complaint, claim or other
notice of any Liability or action is brought against any Indemnified Person and
it notifies the Indemnifying Person of its commencement, the Indemnifying
Person will be entitled to participate in and, to the extent that it elects by
delivering written notice to the Indemnified Person promptly after receiving
notice of the commencement of the action from the Indemnified Person, jointly
with any other Indemnifying Person similarly notified, to assume the defense of
the action, with counsel reasonably satisfactory to the Indemnified Person, and
after notice from the Indemnifying Person to the Indemnified Person of its election
to assume the defense, the


 


8

















 


Indemnifying Person shall not be liable to the Indemnified Person for
any legal or other expenses except as provided below and except for the
reasonable costs of investigation subsequently incurred by the Indemnified
Person in connection with the defense. The Indemnified Person shall have the
right to employ its own counsel in any such action, but the fees, expenses and
other charges of such counsel shall be at the expense of the Indemnified Person
unless (i) the employment of counsel by the Indemnified Person has been
authorized in writing by the Indemnifying Person, (ii) the Indemnified
Person has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it or other Indemnified Persons different from or
in addition to those available to the Indemnifying Person or Persons, (iii) a
conflict or potential conflict exists (based on advice of counsel to the
Indemnified Person) between the Indemnified Person and the Indemnifying Person
(in which case the Indemnifying Person shall not have the right to direct the
defense of such action on behalf of the Indemnified Person) or (iv) the
Indemnifying Person has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the commencement
of the action or has failed to employ counsel reasonably satisfactory to such
Indemnified Person, in each of which cases the reasonable fees, disbursements
and other charges of counsel will be at the expense of the Indemnifying Person
or Persons. The Indemnifying Person or Persons shall not, unless there exists a
conflict of interest among the Indemnified Persons, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees, disbursements and other charges of more than one separate firm
admitted to practice in such jurisdiction at any time for all such Indemnified
Persons. All such fees, disbursements and other charges shall be reimbursed by
the Indemnifying Person promptly as they are incurred. An Indemnifying Person
shall not be liable for any settlement of any action or claim effected without
its written consent (which consent will not be unreasonably withheld). No
Indemnifying Person shall, without the prior written consent of each
Indemnified Person, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to
the matters contemplated by this Section 4 (whether or not any Indemnified
Person is a party thereto), unless such settlement, compromise or consent (i) includes
an unconditional release of each Indemnified Person from all liability arising
or that may arise out of such claim, action or proceeding, (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any Indemnified Person and (iii) does not commit
the Indemnified Person to take, or to forbear to take, any action. If a
settlement is reached with such consent or if a final judgment is entered for
the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.


 


(d)           Contribution.
If the indemnification provided for in this Section 4 from the
Indemnifying Person is held by a court of competent jurisdiction to be unavailable
to an Indemnified Person hereunder in respect of any Liability or expenses
referred to herein, then the Indemnifying Person, in lieu of indemnifying such
Indemnified Person, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such Liability or expenses in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Person and
Indemnified Persons in connection with the actions which resulted in such
Liability or expenses, as well as any other relevant equitable considerations. The
relative fault of such Indemnifying Person and Indemnified Persons shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material


 


9

















 


fact, has been made by, or relates to information supplied by, such
Indemnifying Person or Indemnified Persons, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.


 


The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4(d) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) will be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 


(e)           The
amount paid by an Indemnifying Person or payable to an Indemnified Person as a
result of the Liabilities or expenses referred to in this Section 4 shall
be deemed to include, subject to limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim, payable as the same
are incurred. The indemnification and contribution provided for in this Section 4
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Persons or any other officer, director,
employee, agent or controlling person of the Indemnified Persons.


 


5.             Registration
Expenses.


 


All
expenses incurred by the Company or the holders of Registrable Securities in
effecting the registrations provided for in Section 2 including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, expenses of any audits incident to or
required by any such registration and expenses of complying with the state
securities or “blue sky” laws of any jurisdictions (all of such expenses
referred to as “Registration Expenses”), shall be paid by the Company
whether or not the registration statement to which such Registration Expenses
relate becomes effective; provided, however, that the Company
shall not be liable (and shall be reimbursed by the participating holders) for
any Registration Expenses if such registration statement does not become
effective as a result of the actions or omissions of the holders of Registrable
Securities participating in the registration. Registration Expenses shall not
include any fees and disbursements of counsel or any other professional
advisors for the Investors. Notwithstanding the foregoing provisions of this Section 5,
the provisions contained in the First Territory and New Facility Acquisition
Agreement and in the Second Territory acquisition agreement regarding payment
of costs for audits of financial statements for First Territory Business
(including related manufacturing operations) and Second Territory Business
shall control.


 


6.             Lock
Up.


 


Each
Investor agrees, if so requested by the Company or an underwriter in connection
with any public offering of securities by the Company, not to directly or
indirectly offer, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of or otherwise dispose of or transfer any shares of
capital stock of the Company held by it for such period, not to exceed ninety (90)
days following the effective date of the relevant registration statement filed
under the Securities Act in


 


10

















 


connection with the Company’s public offering of securities, as the
Company or such underwriter shall specify reasonably and in good faith, provided,
however, that all executive officers and directors of the Company enter
into similar agreements.


 


7.             Rule 144.


 


The
Company covenants that it will timely file the reports required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder (or, if the Company is not required to
file such reports, it will, upon the request of any Investor holding shares of
Common Stock issued in connection with the transactions contemplated by the First
Territory and New Facility Acquisition Agreement made after the first
anniversary of each relevant Closing Date, make publicly available such
information as necessary to permit sales pursuant to Rule 144 under the
Securities Act), and it will take such further action as any such Investor may
reasonably request, all to the extent required from time to time to enable such
Investor to sell shares of Common Stock issued in connection with the
transactions contemplated by the First Territory and New Facility Acquisition
Agreement without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. Upon request, the Company will
provide to an Investor written certification of its compliance with the
provisions of this Section 7.


 


8.             Co-Sale
Right.


 


For as
long as the SE Investors maintain ownership of at least fifty percent (50%)
of the aggregate number of shares of Common Stock issued in connection with the
Closings (including Common Stock issued as part of any
payment of purchase price, or any adjustment thereto, required under Section 3
of the First Territory and New Facility Acquisition Agreement), the Company Executive
shall sell shares of Common Stock (a “CEO Sale”) owned by him only
pursuant to and in accordance with the following provisions of this Section 8.


 


(a)           Co-Sale
Notice. As soon as practicable, and in no event later than ten (10)
days prior to the anticipated sale date of his shares, the Company Executive
shall provide notice to each SE Investor (the “Co-Sale Notice”) of his
or its right to participate in the CEO Sale on a pro rata basis with the Company Executive (the “Co-Sale
Option”).


 


(b)           Investor
Acceptance. Each SE Investor shall have the right to exercise his or its
Co-Sale Option by giving written notice of such intent to participate (the “Co-Sale
Acceptance Notice”) to the Company Executive within seven (7) days
after receipt by such SE Investor of the Co-Sale Notice (the “Co-Sale Election
Period”). Each Co-Sale Acceptance Notice shall indicate the maximum number
of shares of Common Stock subject thereto which the SE Investor wishes to sell,
including the number of shares of Common Stock it would sell if one or more
other SE Investors do not elect to participate in the sale on the terms and
conditions stated in the Co-Sale Acceptance Notice.


 


(c)           Allocation
of Shares. Each SE Investor shall have the right to sell a percentage of
his or its shares of Common Stock pursuant to the CEO Sale which is equal to or


 


11

















 


less than the percentage obtained by multiplying one hundred by a
fraction, the numerator of which is the total number of shares of Common Stock
owned by the Company Executive which are to be sold in the CEO Sale and the
denominator of which is the total number of shares of Common Stock owned by the
Company Executive, in each case as of the date of the Co-Sale Notice, subject
to increase as hereinafter provided. In the event any SE Investor does not
elect to sell the full amount of such shares of Common Stock which such SE
Investor is entitled to sell pursuant to this Section 8, then any SE
Investors who have elected to sell shares of Common Stock shall have the right
to sell, on a pro-rata basis (based on the number of shares of Common Stock
held by each such SE Investor) with any other SE Investors and up to the
maximum number of shares of Common Stock stated in each such SE Investor’s
Co-Sale Acceptance Notice, any shares of Common Stock not elected to be sold by
such SE Investor.


 


(d)           Co-Sale
Closing. The Company Executive shall promptly notify each participating SE
Investor of the number of shares of Common Stock held by such SE Investor that
will be included in the sale and the date on which the CEO Sale will be
consummated. Each participating SE Investor may effect its participation in any
CEO Sale hereunder by delivery to the Company, or to the Company Executive for
delivery to the purchaser, of one or more instruments or certificates, properly
endorsed for transfer, representing the shares of Common Stock it elects to
sell pursuant thereto. At the time of consummation of the CEO Sale, the Company
shall remit directly to each participating SE Investor that portion of the sale
proceeds to which the participating SE Investor is entitled by reason of its
participation with respect thereto. No shares of Common Stock may be purchased
by the purchaser from the Company Executive unless the purchaser simultaneously
purchases from the participating SE Investors all of the shares of Common Stock
that they have elected to sell pursuant to this Section 8.


 


(e)           Sale
to Third Party. Any shares of Common Stock held by the Company Executive
that are the subject of the CEO Sale and that the Company Executive desires to
sell following compliance with this Section 8, may be sold to the
purchaser only during the period specified in Section 8(d) and only on
terms no more favorable to the Company Executive than those contained in the
Co-Sale Notice. Promptly after such sale, the Company Executive shall notify
the Company, which in turn shall promptly notify all the SE Investors, of the
consummation thereof and shall furnish such evidence of the completion and time
of completion of the sale and of the terms thereof as may reasonably be
requested by the SE Investors.


 


(f)            Exceptions.
The Company Executive shall not be required to comply with this Section 8
for sales of Common Stock (i) occurring after the Company Executive is no
longer an executive officer (including Chairman of the Board) or a director of
the Company, (ii) made in accordance with the manner of sale described in Rule 144(f)
of the Securities Act or (iii) transfers of Common Stock in transactions
which are not sales, such as bona fide gifts or transfers to Affiliates of the
Company Executive or transfers to family members (or trusts for the benefit of
the Company Executive or his family members), so long as each such transferee
agrees in writing for the benefit of the SE Investors to be bound by this Section 8
in the same manner as the Company Executive is bound solely with respect to the
shares of Common Stock transferred after the date hereof by the Company
Executive to such transferee in accordance with Section 8(f)(iii). For purposes
of the foregoing, “family members” shall mean all lineal ancestors and
descendents of the Company Executive and all siblings (and their ancestors and
descendents) of any of the foregoing.


 


12

















 


9.             Valuation
Covenant. Each Investor and any person who becomes a party to this
Agreement in connection with the Second Territory Closing or pursuant to Section 10(c)
agrees that he, she or it will not
acquire any additional voting securities of the Company after the date hereof if
such acquisition would result in the ownership of voting securities of the
Company valued at greater than $56.7 million by an acquiring person affiliated
with the SE Investors, as determined pursuant to the rules set forth in the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C.
sec. 18a, and the implementing regulations thereunder, 16 C.F.R. Parts
801-803. For purposes of this Section the value of voting securities of the
Company under this Section 9 is determined by the regulations referenced
in the preceding sentence.


 


10.           Miscellaneous.


 


(a)           Amendments
and Waivers. The provisions of this Agreement may be amended, modified,
supplemented or waived with the prior written consent of the Company and the
Investors holding a majority in interest of the Registrable Shares. In addition
to the foregoing sentence, Section 8 and this Section 10(a) may not
be amended without the prior written consent of the Company Executive.


 


(b)           Notices.
Except as set forth below, all notices and other communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by electronic transmission, telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company and the Company
Executive at the following address, to the SE Investors at the following
address or to an Investor at the address set forth beneath such Investor’s name
on the signature pages hereto (or at such other address for any party as shall
be specified by like notice, provided that notices of a change of address shall
be effective only upon receipt thereof).


 


	
  If to the Company or

  	
   

  
	
  Company Executive:

  	
  Inverness Medical
  Innovations, Inc.

  
	
   

  	
  51 Sawyer Road, Suite
  200

  
	
   

  	
  Waltham, MA 02453

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Attn: Chief Executive
  Officer

  
	
   

  	
  Facsimile: (781)
  647-3939

  
	
   

  	
   

  
	
  With a copy to:

  	
  Goodwin Procter LLP

  
	
   

  	
  Exchange
  Place

  
	
   

  	
  Boston,
  MA 02109

  
	
   

  	
  Attn:
  Scott F. Duggan, Esq.

  
	
   

  	
  Facsimile:
  (617) 523-1231

  
	
   

  	
  Email:
  sduggan@goodwinprocter.com

  
	
   

  	
   

  
	
  If to the SE Investors:

  	
  ACON Laboratories, Inc.

  
	
   

  	
  4108 Sorrento Valley
  Boulevard,

  
	
   

  	
  San Diego, CA 92121

  
	
   

  	
  Attn: General Counsel

  



 


13

















 


	
   

  	
  Facsimile Number: (858)
  535-2039

  
	
   

  	
  Email: rberholtz@aconlabs.com

  
	
   

  	
   

  
	
  With a copy to:

  	
  Jixun Lin

  
	
   

  	
  c/o
  Angie Cai

  
	
   

  	
  18515
  Caminito Pasadero #352

  
	
   

  	
  San
  Diego, CA 92128

  
	
   

  	
  Facsimile:
  (858) 362-3186

  
	
   

  	
  Email:
  jlin@aconlabs.com; acai@aconlabs.com

  
	
   

  	
   

  
	
   

  	
  Feng
  Lin

  
	
   

  	
  Acon
  Biotech (Hangzhou) Co., Ltd.

  
	
   

  	
  No.
  398 Tianmu Shan Road

  
	
   

  	
  Gudang
  Science, Technology and Economic Development Park

  
	
   

  	
  Hangzhou
  City

  
	
   

  	
  Zhejiang
  Province

  
	
   

  	
  P.
  R. China

  
	
   

  	
  Post
  code: 310023

  
	
   

  	
  (Address
  in Chinese:  

  
	
   

  	
  

  : 310023)

  
	
   

  	
  Facsimile:
  86-571-8777-5535

  
	
   

  	
  Email: feng.lin@aconlab.com.cn

  
	
   

  	
   

  
	
  With a copy to:

  	
  Morrison & Foerster
  LLP

  
	
   

  	
  12531 High Bluff Drive,
  Suite 100

  
	
   

  	
  San Diego, California
  92130

  
	
   

  	
  Attn: Steven G. Rowles

  
	
   

  	
  Facsimile Number: (858)
  523-2810

  
	
   

  	
  Email: srowles@mofo.com

  



 


(c)           Successors
and Assigns. This Agreement will inure to the benefit of and be binding
upon the successors and assigns of the Company. This Agreement may not be
assigned by any Investor without the prior written consent of the Company; provided,
however, that each Investor shall be permitted to assign the rights
under this Agreement without such consent to any person to whom such Investor
sells, gifts or otherwise transfers any of the Registrable Securities provided
that the Company is notified in writing at least three (3) days prior to
such sale, gift or transfer and such person delivers an executed copy of the
Instrument of Accession attached hereto as Exhibit A for SE
Investors and Exhibit B for Investors. Notwithstanding the
foregoing, each Investor shall be permitted to assign the rights under Section 8
of this Agreement only if such sale, gift or transfer is to an Affiliate of
such Investor. Except as otherwise provided in this Section 10(c), any
attempted assignment by any Investor


 


14

















 


will be void and of no effect. Notwithstanding the foregoing, each of
the indemnified parties shall be entitled to enforce the covenants set forth in
Section 4 hereof.


 


(d)           Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed will be deemed
to be an original and all of which taken together will constitute one and the
same instrument.


 


(e)           Headings.
The headings in this Agreement are for convenience of reference only and will
not limit or otherwise affect the meaning hereof.


 


(f)            Governing
Law. This Agreement will be governed by and construed in accordance with
the laws of the State of Delaware, as applied to contracts made and performed
within the State of Delaware, without regard to principles of conflict of laws.


 


(g)           Dispute
Resolution. If a dispute arises out of, relates to, or is connected with
this Agreement, or the breach thereof, and if the dispute cannot be settled
through negotiation, the parties agree first to try in good faith to settle the
dispute by mediation in accordance with the International Mediation Rules of
the International Centre for Dispute Resolution (“ICDR”) before
resorting to arbitration, litigation, or other dispute resolution procedure. The
mediation will be held in Chicago, Illinois. The mediation will be conducted by
a single mediator. The mediation will take place within thirty (30)
calendar days of the appointment of a mediator. Within
five (5) calendar days of the submission of a written demand for
mediation by either party, the parties will exchange lists of
three (3) proposed mediators. The parties will have five (5) calendar days to make
any good faith objection to any of the proposed mediators. The resulting list
of proposed mediators will be submitted to the ICDR, and, within five (5) business
days, the ICDR will appoint one of the proposed mediators. Upon the lapse of
the thirty (30) days, either party may require that the parties proceed
with the arbitration, in lieu of mediation.


 


Except
with respect to injunctive relief, which may be sought in a court of competent
jurisdiction, as more specifically set forth below, all disputes, claims, or
controversies arising out of or relating to, or in connection with this
Agreement or any other agreement executed and delivered pursuant to this
Agreement or the negotiation, validity or performance hereof and thereof or the
transactions contemplated hereby and thereby that are not resolved by mutual
agreement shall be resolved solely and exclusively by binding arbitration to be
conducted before the ICDR or its successor. The arbitration shall be held in
Chicago, Illinois before a single arbitrator and shall be conducted in
accordance with the rules and regulations promulgated by the ICDR unless
specifically modified herein.


 


Within
five (5) business days of the submission of a written demand for
arbitration, each party may submit the names of three (3) proposed
arbitrators to the ICDR. Within five (5) business days of receiving
the names of each parties’ proposed arbitrators, the ICDR shall send
simultaneously to each party to the dispute an identical list of ten (10)
names of persons to be chosen as an arbitrator for the dispute. This list shall
include the six (6) arbitrator names provided by the parties, and
four (4) names chosen by the ICDR. Each party shall have
five (5) business days from the transmittal date in which to strike
up to four (4) names objected


 


15

















 


to, number the remaining names in order of preference, and return the
list to the ICDR. From among the persons who have been approved on both lists,
and in accordance with
the designated order of mutual preference to the extent possible, the ICDR will
appoint one of the proposed arbitrators within five (5) business days of
receipt of the ranked list from the parties.


 


The
arbitrator shall apply the substantive laws of the State of Delaware without
regard to conflicts of laws principles. The interpretation and enforcement of
this Section, and any order or award entered hereunder, shall be governed by
the Federal Arbitration Act, without reference to the Delaware Uniform
Arbitration Act.


 


The
parties covenant and agree that the arbitration hearing shall commence within
six (6) weeks of the date on which the arbitrator is appointed. In
connection with the arbitration proceeding, the arbitrator shall have the power
to order the production of documents by each party and any third-party
witnesses. In addition, each party may take up to three depositions as of
right, and the arbitrator may in his or her discretion allow additional
depositions upon good cause shown by the moving party. However, the arbitrator
shall not have the power to order the answering of interrogatories or the
response to requests for admission. In connection with any arbitration, each
party shall provide to the other, no later than fifteen (15) days before the
date of the arbitration, the identity of all persons that may testify at the
arbitration and a copy of all documents that may be introduced at the
arbitration, considered by the arbitrator, or used by a party’s witness, or
used or considered by any expert. The arbitrator’s decision and award shall be
made and delivered within eight (8) weeks of the date on which the arbitrator
is appointed. The arbitrator’s decision shall set forth a reasoned basis for
any award of damages or finding of liability. The arbitrator shall not have the
power to award damages in excess of actual compensatory damages and shall not
multiply actual damages or award punitive damages or any other damages that are
specifically excluded under this Agreement, and each party hereby irrevocably
waives any claim to such damages. The arbitrator, however, is authorized to
award declaratory relief, regardless of whether the request for declaratory
relief involves an actual case or controversy. The arbitrator shall, upon a
finding that it is impracticable to meet one or more of the deadlines set forth
in this Section consistent with his or her primary obligation justly to
determine the controversy before him or her in a timely and reasonable manner,
have discretion to alter such deadlines.


 


The
parties covenant and agree that they will participate in the arbitration in
good faith, that they will share equally the fees and expenses of the
International Centre for Dispute Resolution and that they will each bear their
own attorneys’ fees and expenses, except as otherwise provided herein. The
arbitrator may in his or her discretion assess costs and expenses (including
the reasonable attorneys’ fees and expenses of the prevailing party) against
any party to a proceeding. Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorneys’ fees, incurred by the other party in enforcing the award. This
Section 10(g) applies
equally to requests for temporary, preliminary or permanent injunctive relief,
except that in the case of temporary or preliminary injunctive relief any party
may proceed in court without prior arbitration for the limited purpose of
avoiding immediate and irreparable harm.


 


The
parties submit to the non-exclusive jurisdiction of any state or federal court
located in the State of Illinois, the United States of America, for the
resolution of any dispute or


 


16

















 


enforcement of any right arising out of or relating to this Agreement,
including enforcement of this agreement to arbitrate and confirmation or
enforcement of any award rendered by the arbitrator, and the parties waive any
objection to the venue, personal jurisdiction, or convenience as a forum of
these courts for such purpose. The decision of the arbitrator shall be final
and binding on the parties and enforceable in accordance with the New York
Convention on the Recognition and Enforcement of Arbitral Awards.


 


Each
of the parties hereto hereby consents to service of process by registered mail
at the address to which notices are to be given. Each of the parties hereto
agrees that its or his submission to jurisdiction and its or his consent to
service of process by mail are made for the express benefit of the other
parties hereto.


 


(h)           Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
will remain in full force and effect and will in no way be affected, impaired
or invalidated, and the parties hereto will use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.


 


(i)            Entire
Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be the complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
such subject matter.


 


(j)            Attorneys’
Fees. In any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof is validly asserted as a defense, the
prevailing party, as determined by the court, will be entitled to recover
reasonable attorneys’ fees in addition to any other available remedy.


 


(k)           Notification
Regarding Common Stock. Upon request from the Company, each Investor hereby
agrees to provide the Company with the number of shares of Common Stock then
held by such Investor within ten (10) days of receipt of such request from the
Company; provided, however, that if a request is made pursuant to this Section
10(k) in connection with the delivery of a Co-Sale Notice pursuant to Section
8(a), then such SE Investor hereby
agrees to provide the Company with the number of shares of Common Stock then
held by such SE Investor at such time as such as the SE Investor responds to
the Co-Sale Notice by delivery of the Co-Sale Acceptance Notice, but in no
event later than seven (7) days of receipt of such Co-Sale Notice from the
Company.


 


[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]


 


17

















 


INVESTOR
RIGHTS AGREEMENT SIGNATURE PAGE


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  INVERNESS MEDICAL
  INNOVATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ron Zwanziger

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ron
  Zwanziger

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO,
  President, Chairman

  



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


INVESTOR
SIGNATURE PAGES

TO INVESTOR RIGHTS AGREEMENT


 


	
  Name of Selling Entity:

  	
  ACON Laboratories, Inc.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  4108
  Sorrento Valley Blvd.

  	
   

  
	
   

  	
  San
  Diego, CA 92121

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    858-535-2039

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Steven Frankel

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  President

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  AZURE Institute, Inc.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  4108
  Sorrento Valley Blvd.

  	
   

  
	
   

  	
  San
  Diego, CA 92121

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    858-535-2039

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Jixun Lin

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  President

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  Jixun Lin

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  4108
  Sorrento Valley Boulevard

  	
   

  
	
   

  	
  San
  Diego, CA 92121

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    858-535-2039

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Jixun Lin

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
   

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  Feng Lin

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  No. 398 Tianmushan Road

  	
   

  
	
   

  	
  Gudang Industrial Park, Hangzhou   

  	
   

  
	
   

  	
  China 310023

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Feng Lin

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
   

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  ACON Biotech (Hangzhou) Co., Ltd.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  No. 398 Tianmushan Road

  	
   

  
	
   

  	
  Gudang Industrial Park, Hangzhou

  	
   

  
	
   

  	
  China 310023

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    86 571
  87775535

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Feng Lin

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  CEO

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  Karsson Overseas, Ltd.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  Unit 6501-02, The Center,

  	
   

  
	
   

  	
  99 Queen’s Road Central, Hong Kong

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    852-3150-8477

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Guangqiong Zhang

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  Director

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  LBI Inc.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  Unit 6501-02, The Center,

  	
   

  
	
   

  	
  99 Queen’s Road Central, Hong Kong

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    852-3150-8477

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Guangqiong Zhang

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  Director

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR RIGHTS
AGREEMENT]


 

















 


	
  Name of Selling Entity:

  	
  Oakville Hong Kong Co. Ltd.

  	
   

  
	
   

  	
   

  
	
  Address for Notice:

  	
  Unit 6501-02, The Center,

  	
   

  
	
   

  	
  99 Queen’s Road Central, Hong Kong

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
    852-3150-8477

  	
   

  
	
   

  	
   

  
	
  Number of Shares of
  Common Stock:

  	
  0

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/
  Guangqiong Zhang

  	
   

  
	
   

  	
   

  
	
  Title or Capacity (if
  any):

  	
  Director

  	
   

  
	
   

  	
   

  
	
  Email:

  	
   

  	
   

  
									



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


RON
ZWANZIGER SIGNATURE PAGE

TO INVESTOR RIGHTS AGREEMENT


 


The undersigned Company
Executive has signed this Agreement for purposes of Section 8 and Section 10
only and under no circumstances shall his execution of this Agreement be
construed for any other purposes.


 


 


	
  /s/ Ron Zwanziger

  	
   

  



 


Ron Zwanziger


 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


INSTRUMENT
OF ACCESSION


 


The
undersigned, Manfield Top Worldwide Ltd., as a condition precedent to becoming
the owner or holder of record of three hundred fifty-five thousand eight
hundred and thirty-eight (355,838) shares of Common Stock of Inverness Medical
Innovations, Inc., a Delaware corporation (the “Company”), hereby agrees
to become an “SE Investor” under that certain Investor Rights Agreement
dated as of March 31, 2006 by and among the Company and parties thereto. This
Instrument of Accession shall take effect and shall become an integral part of,
and the undersigned shall become a party to and bound by, said Investor Rights
Agreement immediately upon execution and delivery to the Company of this
Instrument.


 


IN
WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on
behalf of the undersigned, as a sealed instrument under the laws of the State
of Delaware, as of the date below written.


 


 


	
   

  	
  MANFIELD
  TOP WORLDWIDE LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Feng Lin

  	
   

  
	
   

  	
   

  	
  Name: Feng Lin

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  No. 398
  Tianmushan Road

  	
   

  
	
   

  	
  Gudang Industrial Park,
  Hangzhou

  	
   

  
	
   

  	
  China 310023

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
    March 31,
  2006

  	
   

  
						



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


INSTRUMENT
OF ACCESSION


 


The
undersigned, Overseas Squared Ltd., as a condition precedent to becoming the
owner or holder of record of three hundred fifty-five thousand eight hundred
and thirty-eight (355,838) shares of Common Stock of Inverness Medical
Innovations, Inc., a Delaware corporation (the “Company”), hereby agrees
to become an “SE Investor” under that certain Investor Rights Agreement
dated as of March 31, 2006 by and among the Company and parties thereto. This
Instrument of Accession shall take effect and shall become an integral part of,
and the undersigned shall become a party to and bound by, said Investor Rights
Agreement immediately upon execution and delivery to the Company of this
Instrument.


 


IN
WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on
behalf of the undersigned, as a sealed instrument under the laws of the State
of Delaware, as of the date below written.


 


 


	
   

  	
  OVERSEAS SQUARE LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Guangqiong
  Zhang

  	
   

  
	
   

  	
   

  	
  Name: Guangqiong Zhang

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  Unit
  6501-02, The Center,

  	
   

  
	
   

  	
  99 Queen’s Road
  Central, Hong Kong

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
    March 31,
  2006

  	
   

  
							



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


EXHIBIT A – INSTRUMENT OF
ACCESSION FOR SE INVESTORS


 


INSTRUMENT
OF ACCESSION


 


The
undersigned,                                   ,
as a condition precedent to becoming the owner or holder of record of                                       
(            )
shares of Common Stock of Inverness Medical Innovations, Inc., a Delaware
corporation (the “Company”), hereby agrees to become an “SE Investor”
under that certain Investor Rights Agreement dated as of March 31, 2006 by and
among the Company and parties thereto. This Instrument of Accession shall take
effect and shall become an integral part of, and the undersigned shall become a
party to and bound by, said Investor Rights Agreement immediately upon
execution and delivery to the Company of this Instrument.


 


IN
WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on
behalf of the undersigned, as a sealed instrument under the laws of the
Commonwealth of Massachusetts, as of the date below written.


 


	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]


 

















 


EXHIBIT B
– INSTRUMENT OF ACCESSION FOR INVESTORS


 


INSTRUMENT
OF ACCESSION


 


The
undersigned,                                   ,
as a condition precedent to becoming the owner or holder of record of                                       
(            )
shares of Common Stock of Inverness Medical Innovations, Inc., a Delaware
corporation (the “Company”), hereby agrees to become an “Investor”
under that certain Investor Rights Agreement dated as of March 31, 2006 by and
among the Company and parties thereto. This Instrument of Accession shall take
effect and shall become an integral part of, and the undersigned shall become a
party to and bound by, said Investor Rights Agreement immediately upon
execution and delivery to the Company of this Instrument.


 


IN
WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on
behalf of the undersigned, as a sealed instrument under the laws of the
Commonwealth of Massachusetts, as of the date below written.


 


	
   

  	
  Signature:

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


 


[SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT]