exv4w4






Exhibit 4.4




          SECOND
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of September 22, 2009, among ZYCARE, INC. (the “New Guarantor”), a Subsidiary 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 First Supplemental Indenture dated
as of August 11, 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 the New Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor 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, the New Guarantor, 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. 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]




- 2 -









 








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



	 	 	 	 	 
	 	NEW GUARANTOR:




ZYCARE, INC.,

as the New Guarantor

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




INVERNESS MEDICAL INNOVATIONS, INC.

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



Signature Page to Second Supplemental Indenture (7.875% Notes)





 









 





	 	 	 	 	 
	 	EXISTING GUARANTORS:





ADVANTAGE DIAGNOSTICS CORPORATION 

ALERE LLC 

ALERE CDM 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; Vice President and Treasurer;
Vice President, Finance; 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 Second Supplemental Indenture (7.875% Notes)





 









 





	 	 	 	 	 
	 	As Guarantors (continued):




INNOVACON, INC.

INNOVATIONS RESEARCH, LLC

INNOVATIVE MOBILITY, LLC

INSTANT TECHNOLOGIES, INC.

INVERNESS MEDICAL, LLC 

INVERNESS MEDICAL — BIOSTAR INC.

INVERNESS MEDICAL INNOVATIONS NORTH AMERICA, INC.

INVERNESS MEDICAL INTERNATIONAL HOLDING CORP. II

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

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



Signature Page to Second Supplemental Indenture





 









 








	 	 	 	 	 
	 	EXISTING GUARANTORS
(continued):




MATRIA OF NEW YORK, INC.

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



Signature Page to Second Supplemental Indenture (7.875% Notes)





 









 





	 	 	 	 	 
	 	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 Second Supplemental Indenture (7.875% Notes)