exv4w15






Exhibit 4.15




     FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 25,
2009, among FREE & CLEAR, INC. and TAPESTY MEDICAL, INC. (collectively, the “New Guarantors”),
Subsidiaries of Inverness Medical Innovations, Inc. (or its successor) (the “Issuer”), INVERNESS
MEDICAL INNOVATIONS, INC., a Delaware corporation, each of the Guarantors (the “Existing
Guarantors”) under the Indenture referred to below, and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee under the Indenture referred to below (the “Trustee”).



WITNESSETH:




     WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as
of August 11, 2009, as amended, supplemented and modified by a Third Supplemental Indenture dated
as of September 28, 2009 (as so amended, supplemented or modified, and as further amended,
supplemented or modified to date, the “Indenture”), by and among the Issuer, the Existing
Guarantors and the Trustee, providing for the issuance of 7.875% Senior Notes due 2016 (the
“Notes”);



     WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Issuer is
required to cause each of the New Guarantors to execute and deliver to the Trustee a supplemental
indenture pursuant to which each of the New Guarantors shall unconditionally and irrevocably
guarantee all of the Issuer’s obligations under the Notes pursuant to a guarantee on the terms and
conditions set forth herein; and



     WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each of the New Guarantors, the
Trustee, the Issuer and the Existing Guarantors mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:



     SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and expressions used in
the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.



     SECTION 2. Agreement to Guarantee. Each of the New Guarantor hereby unconditionally
and irrevocably agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s
obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article Ten of the Indenture and to be bound by all other applicable provisions of the
Indenture.



     SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This



 









 




Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby.




     SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, but without giving effect to
applicable principles of conflicts of laws to the extent that the application of the laws of
another jurisdiction would be required thereby.



     SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture or for the recitals contained herein.



     SECTION 6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



     SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.



[Signature Page Follows]









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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	NEW GUARANTORS:



FREE & CLEAR, INC.,

as a New Guarantor


 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Vice President, Finance and Treasurer 	 
	 
	 	TAPESTY MEDICAL, INC.,

as a New Guarantor


 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Vice President, Finance 	 

	 
	 	ISSUER:



INVERNESS MEDICAL INNOVATIONS, INC.

 	 
	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 


Signature Page to Fifth Supplemental Indenture (7.875% Notes — 144A)



 









 







	 	 	 	 	 
	 	EXISTING GUARANTORS:




ALERE LLC

ALERE HEALTHCARE OF ILLINOIS, INC.

ALERE HEALTH IMPROVEMENT COMPANY

ALERE HEALTH SYSTEMS, INC.

ALERE MEDICAL, INC.

ALERE WELLOLOGY, INC.

ALERE WOMEN’S AND CHILDREN’S HEALTH, LLC

AMEDITECH INC.

APPLIED BIOTECH, INC.

BINAX, INC.

BIOSITE INCORPORATED

CHOLESTECH CORPORATION

FIRST CHECK DIAGNOSTICS CORP.

FIRST CHECK ECOM, INC.

GENECARE MEDICAL GENETICS CENTER, INC.

HEMOSENSE, INC.

IM US HOLDINGS, LLC

 	 
	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title (respectively):  Vice President and
          
Treasurer; Vice President, Finance; 
          Vice
President, Finance; Vice 
          President and
Treasurer; Vice 
          President and Treasurer;
Vice 
          President, Finance; Vice President,
          
Finance; General Manager; Vice 
          President;
Vice President, Finance;
           Vice President,
Finance; Vice 
          President, Finance and Chief
          
Financial Officer; Vice President,
          
Finance; Vice President; Vice
           President
and Treasurer; Treasurer; President 	 
	 


Signature Page to Fifth Supplemental Indenture (7.875% Notes — 144A)






 









 








	 	 	 	 	 
	 	As Guarantors (continued):



INNOVACON, INC.

INNOVATIVE MOBILITY, LLC

INSTANT TECHNOLOGIES, INC.

INVERNESS MEDICAL, LLC

INVERNESS MEDICAL — BIOSTAR INC.

INVERNESS MEDICAL INNOVATIONS NORTH AMERICA, INC.

INVERNESS MEDICAL INTERNATIONAL HOLDING CORP.

ISCHEMIA TECHNOLOGIES, INC.

IVC INDUSTRIES, INC.

MATRITECH, INC.

OSTEX INTERNATIONAL, INC.

QUALITY ASSURED SERVICES, INC.

REDWOOD TOXICOLOGY LABORATORY, INC.

RTL HOLDINGS, INC.

SELFCARE TECHNOLOGY, INC.

WAMPOLE LABORATORIES, LLC

ZYCARE, INC.

 	 
	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title (respectively):  Vice President, Finance;

           Chief Financial Officer; Vice
           President,
Finance; Vice President, 
          Finance; Vice
President, Finance; 
          Vice President,
Finance; President; 
          Vice President,
Finance; Vice 
          President; Vice President,
Finance; 
          Vice President, Finance; Chief
          
Financial Officer; Vice President,
          
Finance; Vice President, Finance; 
          Vice
President, Finance; Vice
           President; Chief
Financial Officer and Treasurer 	 
	 


Signature Page to Fifth Supplemental Indenture (7.875% Notes — 144A)




 









 








	 	 	 	 	 
	 	EXISTING GUARANTORS (continued):



MATRIA OF NEW YORK, INC.

 	 
	 
	 	By:  	/s/ Tom Underwood
 	 
	 	 	Name:  	Tom Underwood 	 
	 	 	Title:  	President 	 
	 


Signature Page to Fifth Supplemental Indenture (7.875% Notes — 144A)





 









 








	 	 	 	 	 
	 	TRUSTEE:




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

 	 
	 
	 	By:  	/s/ Peter M. Murphy
 	 
	 	 	Name:  	Peter M. Murphy 	 
	 	 	Its:        Vice President 	 
	 


Signature Page to Fifth Supplemental Indenture (7.875% Notes — 144A)