Exhibit 4.1


 


THIRD
SUPPLEMENTAL INDENTURE


 


THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 16,
2005 (this “Third Supplemental Indenture”), to the Indenture (as defined
below), among Inverness Medical Innovations, Inc., a Delaware corporation (the “Issuer”),
the Guarantors (as defined in the Indenture), Ischemia Technologies, Inc., a
Delaware corporation (the “Additional Guarantor”) and U.S.  Bank Trust National Association, as Trustee
(the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer has issued its 8 3/4% Senior
Subordinated Notes due 2012 (the “Notes”) in the aggregate principal amount of
$150,000,000 under and pursuant to the Indenture, dated as of February 10,
2004, among the Issuer, the Guarantors listed therein and the Trustee, as
amended or supplemented (the “Indenture”).


 


WHEREAS, unless the context requires otherwise, all
capitalized terms used but not otherwise defined herein will have the meanings
ascribed thereto in the Indenture.


 


WHEREAS, the Additional Guarantor has become a
Restricted Subsidiary and pursuant to Section 4.14 of the Indenture is
entering into this Third Supplemental Indenture to thereby become a Guarantor
as provided in Article Eleven of the Indenture.


 


WHEREAS, pursuant to Section 9.01(5) of the
Indenture, the Issuer, the Guarantors, the Additional Guarantor and the Trustee
may enter into this Third Supplemental Indenture without the consent of any
Holder.


 


AGREEMENT


 


NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:


 


ARTICLE I

ADDITIONAL GUARANTOR


 


Section 1.01.                         Additional
Guarantor.   The Additional Guarantor
hereby agrees, jointly and severally with all of the Guarantors, to
unconditionally guarantee all of the Issuer’s obligations under the Notes and
the Indenture as a Guarantor thereunder on the terms and subject to the
conditions set forth in the Indenture and to be bound by all provisions of the
Indenture applicable to a Guarantor.


 


Section 1.02.                         Third
Supplemental Indenture.   This Third
Supplemental Indenture is supplemental to, and is entered into, in accordance
with Section 9.01 of the Indenture, and except as modified, amended and
supplemented by this Third Supplemental Indenture, the provisions of the
Indenture will remain in full force and effect.


 





















 


ARTICLE II

MISCELLANEOUS


 


Section 2.01.                         Duplicates.   All parties may sign any number of copies of
this Third Supplemental Indenture.   Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.


 


Section 2.02.                         Successors
and Assigns.   All agreements of the
Issuer, the Guarantors and the Additional Guarantor in this Third Supplemental
Indenture shall bind their respective successors.   All agreements of the Trustee in this Third
Supplemental Indenture shall bind its successor.


 


Section 2.03.                         Severability.   To the extent permitted by
applicable law, in case any one or more of the provisions in this Third
Supplemental Indenture shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.


 


Section 2.04.                         Governing
Law.   This Third Supplemental Indenture will be
governed by and construed in accordance with the laws of the State of New York.


 


[The remainder of this page has been intentionally left blank.]


 


2





















 


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


 


 


	
   

  	
  INVERNESS MEDICAL
  INNOVATIONS,

  INC.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Anthony J. Bernardo

  	
   

  
	
   

  	
   

  	
  Name: Anthony J. Bernardo

  
	
   

  	
   

  	
  Title: 

  	
  Vice President and Chief

  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APPLIED BIOTECH, INC.,

  
	
   

  	
  ADVANTAGE DIAGNOSTICS

  CORPORATION,

  
	
   

  	
  FOREFRONT DIAGNOSTICS,
  INC.,

  
	
   

  	
  INNOVATIONS RESEARCH,
  LLC,

  
	
   

  	
  INVERNESS MEDICAL

  INTERNATIONAL HOLDING CORP.,

  
	
   

  	
  INVERNESS MEDICAL

  INTERNATIONAL HOLDING CORP. II,

  
	
   

  	
  INVERNESS MEDICAL,
  INC.,

  
	
   

  	
  IVC INDUSTRIES, INC.,

  
	
   

  	
  MORPHEUS ACQUISITION
  CORP.,

  
	
   

  	
  OSTEX INTERNATIONAL,
  INC.,

  
	
   

  	
  UNIPATH DIAGNOSTICS,
  INC.,

  
	
   

  	
  UNIPATH ONLINE, INC.,
  and

  
	
   

  	
  WAMPOLE LABORATORIES,
  LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Anthony J. Bernardo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony J. Bernardo

  
	
   

  	
   

  	
  Title: 

  	
  President, President, President,

  Manager, President, President,

  President, Vice President,

  President, President, Vice

  President, President, and

  Manager, respectively

  
						



 





















 


	
   

  	
  SELFCARE TECHNOLOGY,
  INC.,

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Duane L. James

  	
   

  
	
   

  	
   

  	
  Name: Duane L. James

  
	
   

  	
   

  	
  Title: Treasurer

  



 





















 


	
   

  	
  ISCHEMIA TECHNOLOGIES,
  INC.

  
	
   

  	
  as Additional Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Anthony J. Bernardo

  	
   

  
	
   

  	
   

  	
  Name: Anthony J. Bernardo

  
	
   

  	
   

  	
  Title: President

  



 





















 


	
   

  	
  U.S. BANK TRUST
  NATIONAL

  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cheryl L. Clarke

  	
   

  
	
   

  	
   

  	
  Name: Cheryl L. Clarke

  
	
   

  	
   

  	
  Title: Assistant Vice President