2. Duties.          (a) Position and Duties. Employee shall be employed as the Senior VicePresident, Health Management Strategy of the Company, or in such other capacity(ies) as may bedesignated by the Company’s Chief Executive Officer (the “CEO”) or agreed to by each of theparties hereto, and shall perform for the Company such duties as may be designated by the CEO fromtime to time. Employee shall report to and take direction from the Company’s CEO.          (b) Other Activities. Employee shall devote Employee’s full time, effort and attentionto the business and affairs of the Company. Without the prior written approval of the Company’sCEO, Employee shall not render services in any capacity to any other person or entity and shall notact as a sole proprietor or partner of any other person or entity or as a shareholder owning morethan five percent of the stock of any other corporation. No such approval will be required ifEmployee seeks to perform inconsequential services without compensation therefor in connection withthe management of personal investments or in connection with the performance of charitable andcivic activities, provided that such activities do not contravene the provisions of any agreementbetween Employee and the Company or in any way with Employee’s duties under this Agreement.Notwithstanding the foregoing, the parties agree that Employee shall be entitled to continue hisconsulting services to Florida Hospital Medical Center which are for management of hospitalbusiness only and under which Employee is compensated based upon one day of service every othermonth; provided that any increase in Employee’s time commitment under such consulting arrangementshall be subject to the prior approval of the Company’s CEO.          (c) No Conflicting Obligations. Employee represents and warrants to the Company thatEmployee is under no obligation or commitment, whether contractual or otherwise, that isinconsistent with Employee’s obligations under this Agreement. Employee represents and warrantsthat Employee will not use or disclose, in connection with Employee’s employment hereunder, anytrade secrets or other proprietary information or intellectual property in which any other personhas any right, title or interest and that Employee’s employment by the Company will not infringeor violate the rights of any other person. Employee represents and warrants to the Company thatEmployee has returned all property and confidential information belonging to any prior employer.     3. Compensation. For the duties and services to be performed by Employee hereunder,the Company shall pay Employee, and Employee agrees to accept, the compensation and other benefitsdescribed below in this Section 3.          (a)Salary. Employee will receive a base salary of $550.008.00 per annum, payable inaccordance with the Company’s normal payroll practices and subject to applicable withholdings.          (b) Stock Options. Employee will be eligible to participate in the stock option orother incentive programs available to employees of the Company.          (c) Additional Benefits. Employee will be eligible to participate in the
 

 
Company’s employee benefit plans of general application as are maintained from time to time forsalaried employees, including without limitation, those plans covering medical, disability and lifeinsurance in accordance with the rules established for individual participation in any such planand under applicable law. The Company will not be obligated to adopt or continue any particularplan or program during the term of this Agreement. Employee will be eligible for vacation and sickleave in accordance with the policies in effect during the term of this Agreement and will receivesuch other benefits as the Company generally provides commensurate with Employee’s position.          (d) Expense Reimbursement. Subject to the terms of this paragraph and applicableCompany policy, Employee shall be reimbursed for reasonable travel and other out-of-pocketexpenses incurred by Employee in connection with Employee’s services under this Agreement,provided that the Employee provides receipts. Expense reimbursement rights and procedures shall beas set forth in the Company’s standard policy(ies) with respect to such matters, and Employeeshall not be entitled to reimbursement for any expenses not covered by or properly submitted undersuch policy(ies). Specific approval is made for reimbursement for upgraded travel to first (orbusiness) class when that class of service is offered.          (e) Vesting Acceleration. To the extent that Employee holds any stock option and/orrestricted stock that is subject to vesting and the Company consummates a Merger or SaleTransaction (as defined below), effective upon the consummation of such transaction two-thirds(2/3) of the then-unvested portion of Employee’s stock options and/or restricted stock (asapplicable) will vest upon the effectiveness of the Merger or Sale Transaction. The remainingone-third (1/3) of the then-unvested portion of such stock options and/or restricted stock willcontinue to vest by the terms thereof from and after the Merger or Sale Transaction except that thevesting increments shall be adjusted as appropriate to apply over the remainder of the originalvesting term.1 For purposes of this Agreement, “Merger or Sale Transaction” shall mean asale or disposition of all or substantially all of the assets of the Company, or a merger orconsolidation of the Company with or into any other corporation or corporations or other entity, orany other corporate reorganization, where the shareholders of the Company immediately prior to suchevent do not directly or indirectly retain at least fifty percent (50%) of the voting power of andinterest in the successor entity; provided that such definition shall be deemedautomatically amended to refer to any amended definition of such term in the Company’s Articles ofIncorporation.     4. At-Will Employment. The Company and Employee acknowledge that at all timesEmployee’s employment shall be “at-will,” as defined under applicable law, meaning that eitherEmployee of the Company shall be entitled to terminate Employee’s employment at any time and forany reason, with or without cause. Any agreement prior to the Effective Date hereof purporting toestablish other than at-will employment of Employee will be superseded by this Agreement and of nofurther force or effect. If Employee’s employment terminates for any reason, the Employee shallnot be entitled to any payments, benefits, damages, award or 1 For example, if Employee were to hold a stock option under which there were 3,000shares unvested as of the Merger or Sale Transaction and three years remaining on Employee’soriginal vesting period, 2,000 of such shares would automatically vest effective upon theeffectiveness of the transaction and the remaining 1,000 shares would vest incrementally over thethree years following the transaction.
 

 
compensation other than as provided in this Agreement. This clause also applies in the eventof a change of control or ownership of the Company.     5. Termination of Employment. The parties acknowledge that subject to theprovisions of this Section 5, either party may terminate Employee’s employment hereunder, with orwithout Cause (as defined below). In the event Employee’s employment terminates for any reasonduring the term of this Agreement, then the following clauses will apply:          (a) Voluntary Resignation Prior to July 1, 2010. Subject to paragraphs (d), (g) and(h) below, if Employee’s employment terminates by reason of Employee’s voluntary resignation (andis not an involuntary termination or a termination for Cause, nor as a result of a ConstructiveTermination) prior to July 1, 2010, Employee will receive continuation of Employee’s base salarypayments for a period of six (6) months following the termination date (the “Six-Month SalaryContinuation Period”).          (b) Voluntary Resignation On or After July 1, 2010. If Employee’s employmentterminates by reason of Employee’s voluntary resignation (and is not an involuntary termination ora termination for Cause, nor as a result of a Constructive Termination) on or after July 1, 2010,then Employee will receive continuation of Employee’s base salary payments for a period of twelve(12) months following the termination date. Employee’s benefits will be continued under theCompany’s then existing benefit plans and policies in accordance with, and to the extent generallypermitted with respect to any terminating employees under, such plans and policies in effect on thedate of termination.          (c) Involuntary Termination. Subject to paragraphs (d), (g) and (h) below, in theevent of (i) Employee’s involuntary termination by the Company other than for Cause or (ii)Employee’s voluntary termination of employment due to a Constructive Termination, Employee willreceive continuation of Employee’s base salary payments for a period of twelve (12) monthsfollowing the termination date (the “Twelve-Month Salary Continuation Period”).          (d) Payments pursuant to the applicable Salary Continuation Period will be made ratably overthe applicable Salary Continuation Period according to the Company’s standard payroll schedule,and shall be subject to applicable withholdings. Payments made during the applicable SalaryContinuation Period will be limited to the applicable portion of Employee’s annual base salary,less withholdings, and Employee will not accrue any bonus, vacation, sick leave or othercompensation during the applicable Salary Continuation Period. Employee will be entitled to nofurther severance or salary continuation, and other Employee benefits will be continued under theCompany’s then existing benefit plans and policies in accordance with, and to the extent generallypermitted with respect to any terminating employees under, such plans and policies in effect onthe date of termination.For purposes of this Section 5, a “Constructive Termination” shall mean the (A) change ofEmployee’s title and authority without his prior consent to a title and authority other thanSenior Vice President, Health Management Strategy for any reason other than for Cause and/or (B) areduction of Employee’s base salary without his consent for any reason other
 

 
than for Cause, unless such reduction is concurrent with corresponding proportionate reductionsapplicable to the remaining members of the Company’s executive management team.          (e) Involuntary Termination for Cause. If Employee’s employment is terminated forCause at any time, then Employee will not be entitled to receive severance or salary continuation.Employee’s benefits will be continued under the Company’s then existing benefit plans and policiesin accordance with, and to the extent generally permitted with respect to any terminating employeesunder, such plans and policies in effect on the date of termination.          (f) Termination upon Death or Disability. If Employee’s employment isterminated as a result of Employee’s death or disability, Employee’s benefits and the benefitsextended to Employee’s family will be continued under the Company’s then existing benefit plansand policies in accordance with, and to the extent generally permitted with respect to anysimilarly terminating employees under, such plans and policies in effect on the date oftermination (including, without limitation, any life insurance or disability insurance plans inplace at the time of such termination), but neither Employee nor, in the event of Employee’sdeath, Employee’s estate or beneficiaries will be entitled to further compensation hereunder.          (g) Release Agreement. The Company’s obligation to provide salary continuation toEmployee under either paragraphs (b) or (c) above is expressly contingent upon the Company’s priorreceipt of an executed release agreement in substantially the form attached hereto as ExhibitA or in such other form as the Company may in its sole discretion request at the time ofEmployee’s termination. The Company will have no obligation to provide salary continuation in theevent that Employee (i) does not deliver to the Company an executed release agreement satisfactoryto the Company within five (5) business days of Employee’s termination, or (ii) if, oncedelivered, Employee revokes the release agreement in any respect. Furthermore, the Company will beentitled to accrue and withhold any salary continuation payment otherwise due during any period inwhich such release agreement is revocable (in whole or in part) by Employee, provided that anysuch withheld payments will promptly be remitted to Employee when the release agreement becomesirrevocable.          (h) Breach of Terms. In the event that Employee breaches the terms of this Agreementor any other agreement between Employee and the Company, then among other consequences any salaryor benefit continuation pursuant to this Section 5 will immediately cease.     6. Definition of Cause. For purposes of this Agreement, “Cause” will mean (i) anymaterial breach of this Agreement by Employee (or of any other agreement between Employee and theCompany), which breach, if curable, is not cured within five (5) days of written notice thereof,(ii) any act or acts of gross misconduct by Employee, (iii) conduct grossly insubordinate ordisloyal to the Company, (iv) the conviction of or pleading guilty or no contest to a felony, orto a misdemeanor involving dishonesty or moral turpitude, (v) the use of illegal drugs or alcoholby Employee such that Employee becomes impaired in the
 

 
performance of Employee’s duties hereunder, (vi) a material failure by Employee to comply with theCompany’s written policies or rules, or (vii) the continued failure by Employee to performassigned duties after receiving written notification of such failure; in each case as determinedby the Board in its good faith discretion. Employee expressly acknowledges and agrees that anybreach by Employee of Employee’s obligations pursuant to Section 7 or Section 8 below will bedeemed “uncurable” for purposes of clause (i) above.     7. Confidentiality and Assignment of Inventions. Employee has previouslyexecuted and delivered a copy of the Company’s Employee Confidentiality and Assignment ofInventions Agreement (the “Inventions Agreement”) with respect to employee confidentiality,assignment of inventions and other matters, and agrees to abide faithfully by the provisionsthereof both during and following expiration of this Agreement for the period of time set forththerein. The Inventions Agreement signed by Employee, a copy of which is attached hereto, isspecifically incorporated herein by reference.     8. Non-Solicitation; Non-Competition.          (a) Employee agrees that during and for one year after the period of providing services tothe Company, Employee will not directly or indirectly induce, encourage or solicit any employee orconsultant of the Company or any affiliate of the Company to terminate their relationship withsuch entity for any reason, nor will Employee solicit the business of any customer of the Companyor any of the Company’s affiliates on whom Employee called or with whom Employee became acquaintedduring Employee’s employment with the Company.          (b) Employee agrees that during and for the applicable Salary Continuation Period after theperiod of providing services to the Company he will not, directly or indirectly, without the priorwritten consent of the Company (which may be withheld in its sole and absolute discretion) aloneor as a partner, joint venturer, officer, director, employee, consultant, agent, independentcontractor, or security holder, of any person or entity, engage in any business activity which isdirectly or indirectly in competition with the Company’s business at any location within theUnited States of America (the “Restricted Territory’”); provided, however, that the beneficialownership of less than one percent (1%) of any class of securities of any entity having a class ofequity securities actively traded on a national securities exchange or the Nasdaq Stock Marketwill not be deemed, in and of itself, to violate the prohibitions of this Section 8(b). Employeeagrees that the nationwide scope of this paragraph is necessary and appropriate given the scope ofthe Company’s business, the locations of its customers and the nature of the Company’s industry.     The parties intend that the covenants contained in this section shall be construed as aseries of separate covenants, (i) one for each country, county, city and state (or comparablepolitical subdivision) in the Restricted Territory, and, within such territorial divisions, and(ii) one for each month to which Employee is bound by such covenants. Except for geographiccoverage, each such separate covenant shall be deemed identical in terms to the covenantscontained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse toenforce any of the separate covenants (or any part thereof) deemed included in such paragraphs,then such unenforceable covenant (or such part) shall be deemed eliminated from
 

 
this Agreement for the purpose of those proceedings to the extent necessary to permit the remainingseparate covenants (or portions thereof) to be enforced by such court. It is the intent of theparties that the covenants set forth herein be enforced to the maximum degree permitted byapplicable law. In the event that the provisions of this Agreement should ever be deemed to exceedthe scope, time or geographic limitations of applicable law, then such provisions shall be reformedto the maximum scope, time or geographic limitations, as the case may be, permitted by applicablelaw.     9. Compliance with Company Policies and Agreements. Employee agrees to abidefaithfully by all Company rules, regulations and policies, and to comply with the terms ofallother agreements between Employee and the Company, except to the extent that there is aconflict between such rules, regulations, policies and/or agreements and the terms of thisAgreement, in which case the terms of this Agreement shall control.     10. Successors. Any successor to the Company (whether direct or indirect and whetherby purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially allof the Company’s business and/or assets shall assume the obligations under this Agreement andagree expressly to perform the obligations under this Agreement in the same manner and to the sameextent as the Company would be required to perform such obligations in the absence of asuccession. The terms of this Agreement and all of Employee’s rights hereunder shall inure to thebenefit of, and be enforceable by, Employee’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.     11. Arbitration.          (a) Scope of Arbitration Requirement. The parties hereby waive their rights to atrial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claimsor disputes arising out of this Agreement and any and all claims arising from or relating toEmployee’s employment with the Company, including (but not limited to) claims against any currentor former employee, director or agent of the Company, claims of wrongful termination, retaliation,discrimination, harassment, breach of contract, breach of the covenant of good faith and fairdealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge orfailure to provide a leave of absence, or claims regarding commissions, stock options or bonuses,infliction of emotional distress or unfair business practices.          (b) Procedure. The arbitrator’s decision shall be written and shall include thefindings of fact and law that support the decision. The arbitrator’s decision shall be final andbinding on both parties, except to the extent applicable law allows for judicial review ofarbitration awards. The arbitrator may award any remedies that would otherwise be available to theparties if they were to bring the dispute in court. The arbitration shall be conducted inaccordance with the National Rules for the Resolution of Employment Disputes of the AmericanArbitration Association; provided, however that the arbitrator shall allow the discovery that thearbitrator deems necessary for the parties to vindicate their respective claims or defenses. Thearbitration shall take place within 25 miles of Boston, Massachusetts, the location of theCompany’s headquarters.
 

 
          (c) Costs. The parties shall share the costs of arbitration equally, unless thearbitrator shall explicitly determine otherwise. Both the Company and Employee shall be responsiblefor their own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute orcontract at issue specifically authorizes such an award.          (d) Applicability. This Section 11 shall not apply to (i) workers’ compensation orunemployment insurance claims or (ii) applications by either party to any court of competentjurisdiction for preliminary injunctive relief pending the outcome of any arbitration hereunder.     12. EquitableRelief. It is agreed that it is impossible to measure fully, in money,the damage which will accrue to the Company in the event of a breach or threatened breach ofSections 7 or 8 and, in any action or proceeding to enforce the provisions of such sections,Employee waives and will not assert the claim or defense that the Company has an adequate remedyat law. The Company is entitled to injunctive relief to enforce the provisions of such sections aswell as any and all other remedies available to it at law or in equity without the posting of anybond.     13. Miscellaneous Provisions.          (a) Notice. Notices and all other communications contemplated by thisAgreement shall be in writing and shall be deemed to have been duly given when deliveredpersonally or by overnight courier or sent (successful delivery confirmed) by telegram, faxorelectronic communication (including, without limitation, e-mail), or forty-eight (48) hoursafter being deposited in the U.S. mail, as certified or registered mail, with postageprepaid.Mailed notices to Employee shall be addressed to Employee at the address set forth on thesignature page hereof, or such other address as Employee designates to the Company on notlessthan ten calendar days prior notice. In the case of the Company, mailed notices shall beaddressedto the Company’s corporate headquarters (currently in Waltham, Massachusetts) and allnotices shall be directed to the attention of the Company’s Chief Executive Officer, with acopyto its General Counsel.          (b) Waivers, etc. No amendment of this Agreement and no waiver of any one or more ofthe provisions hereof shall be effective unless set forth in writing by such person against whomenforcement is sought.          (c) Sole Agreement: Integration. No other agreements, representations orunderstandings (whether oral or written and whether express or implied) which are not expresslyset forth in this Agreement have been made or entered into by either party with respect to thesubject matter hereof. This Agreement, the Exhibit hereto and all agreements referenced hereinconstitute the sole agreement of the parties with respect to the subject matter hereof andsupersedes all oral negotiations and prior writings with respect to the subject matter hereof,including without limitation any offer letter or other document concerning Employee’s prospectiveemployment with the Company. Notwithstanding the foregoing, any consent previously given byEmployee to the Company with respect to the Company’s verification of his background, references,licensing and education shall remain
 

 
valid and binding, as will any authorization and/or release delivered by Employee for any of suchpurposes.          (d) Amendment. This Agreement may be amended, modified, suppressed or canceled onlyby an agreement in writing executed by both parties hereto.          (e) Choice of Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the Commonwealth of Massachusetts, without giving effectto the principles of conflict of laws.          (f)Severability. If any term or provision of this Agreement or the applicationthereof to any circumstance shall, in any jurisdiction and to any extent, be invalid orunenforceable, such term or provision shall be limited or curtailed as to such jurisdiction to theextent of such invalidity or unenforceability without invalidating or rendering unenforceable theremaining terms and provisions of this Agreement or the application of such terms and provisionsto circumstances other than those as to which it is held invalid or unenforceable, and a suitablyreformed term or provision shall be substituted therefor to carry out, insofar as may be valid andenforceable, the intent and purpose of the invalid or unenforceable term or provision.          (g) Counterparts and Facsimiles. This Agreement may be executed in counterparts andby facsimile signature, each of which shall be deemed an original, but all of which together willconstitute one and the same instrument.          (h) Notification to Subsequent Employers. Employee hereby authorizes the Company atits discretion to contact Employee’s prospective or subsequent employers and inform them of theexistence of this Agreement or any other policy or agreement between Employee and the Company thatmay be in effect at the time that Employee’s employment with the Company ends.
 

 
     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the EffectiveDate.           **INVERNESS MEDICAL INNOVATIONS, INC.**   **EMPLOYEE**             By: /s/ Ron Zwaniger   By: /s/  Ron Geraty             Title: President   Address: 90080 Meadows Pky # 1622   Date: January 15, 2010     Reno, NV 89521        Date: 1/27/10   
 

 
**EXHIBIT A****RELEASE AGREEMENT**     This Release Agreement (the “Release”) is entered into effective as of the date last setforth below by Ronald Geraty, M.D., an individual (“Employee”) for the benefit of InvernessMedical Innovations, Inc., a Delaware corporation (the “Company”).     WHEREAS, Employee served as an employee to the Company until                      (the“Termination Date”); and     WHEREAS, Employee agrees to release and waive any claims against the Company pursuantto this Release in exchange for the Company’s payment of certain salarycontinuation pursuant to the terms of Section 5 of the Employment Agreement effective asof                     , between the Company and Employee (the “Agreement”);     NOW, THEREFORE, Employee agrees as follows:     1. Termination. Employee’s relationship with the Company terminated effectiveas of the close of business on the Termination Date.     2. Consideration. In return for Employee’s agreements herein, the Companyhas agreed in the Agreement to provide certain salary continuation to which Employee isnot otherwise entitled in the absence hereof.     3. No Other Consideration Due. Employee acknowledges and agrees thatthe consideration set forth in Section 2 above shall settle all outstanding obligations owedto Employee by the Company as of and through the Termination Date.     4. Release. Employee on behalf of him/herself, and his/her, executors,successors and assigns, hereby fully and forever releases the Company, its officers,directors, shareholders, employees, agents, successors and assigns from any claim, duty,obligation or cause of action relating to any matters of any kind, whether known or unknown,suspected or unsuspected, that Employee may possess arising from any omissions, acts or factsthat have occurred up until and including the effective date of this Agreement including,without limitation:          (a) any and all claims relating to or arising from Employee’s employment relationshipwith the Company and/or its subsidiaries and termination of that relationship;          (b) any and all claims relating to or arising from Employee’s right to purchase, oractual purchase or acquisition of equity interests in the Company (except to the extent setforth herein);          (c) any and all claims for wrongful discharge of employment, breach of contract (both expressand implied), breach of a covenant of good faith and fair dealing (both express and implied),negligent or intentional infliction of emotional distress, negligent or intentionalmisrepresentation, negligent or intentional interference with contract or prospective economicadvantage, and defamation;
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          (d) any and all claims for violation of any federal, state or municipalstatute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the CivilRights Act of 1991, and the Age Discrimination in Employment Act of 1967; and          (e) any and all claims arising out of any other laws and regulations relatingto employment or employment discrimination.     Employee agrees that the release set forth in this section shall be and remain in effect inall respects as a complete general release as to the matters released. **Notwithstanding theforegoing, this release does not extend to any obligations incurred under, or breaches of, theAgreement, or any other claims that may arise after the effective date of this Release.**     Employeerepresents that he/she is not aware of any claim by him/her other than the claimsthat are released by or set forth in this Release. Notwithstanding the governance of this Releaseby Massachusetts law, Employee acknowledges that he/she is familiar with the provisions ofCalifornia Civil Code Section 1542, which provides as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOWOR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE. WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.Employee, being aware of such code section, agrees to waive any rights he/she may havethereunder, as well as under any other statute or common law principles of similar effect, whetherof Massachusetts, California or otherwise.     5. Non-Disparagement. Employee agrees to refrain from anydisparagement, defamation or slander of the Company or its affiliates (or the officers,directors and/or employees, if applicable, of the Company or its affiliates), or tortiousinterference with the contracts, relationships and business prospects of the Company or itsaffiliates.     6. No Reliance. Employee represents that he/she has carefully read andunderstands the scope and effect of the provisions of this Release. Employee has relied uponany representations or statements made by the Company that are not specifically set forth inthe Agreement or this Release.     7. Entire Agreement. Except for the Agreement (and the agreementsreferenced therein), this Release represents the entire agreement and understanding betweenthe Company and Employee concerning Employee’s separation from the Company and supersedesand replaces any and all prior agreements and understandings concerning the terminationof Employee’s employment relationship with the Company and his/her compensation bythe Company.     8. Voluntary Execution of Release. This Release is executed voluntarily andwithout any duress or undue influence on the part or behalf of the parties hereto, with thefull intent of releasing all claims. Employee acknowledges that:          (a) He/she has read this Release;
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          (b) He/she has been represented in the preparation, negotiation and execution ofthis Release by legal counsel of his/her own choice or has elected at his/her own discretionnot to retain any such counsel;          (c) He/she understands the terms and consequences of this Release and its contents; and          (d) He/sheis fully aware of the legal and binding effect of this Release.     9. Other Provisions. The provisions of Sections 13(a), 13(b) and 13(d)-(g) ofthe Agreement are incorporated herein by reference.     10. Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges thathe/she is waiving and releasing any rights he/she may have under the Age Discriminationin Employment Act of 1967 (“ADEA”) as amended by the Older Workers Benefit ProtectionAct, and that this waiver and release is knowing and voluntary. This waiver and release doesnot apply to any rights or claims that may arise under ADEA after the effective date of thisRelease. Employee acknowledges that the consideration given for this Release is in additionto anything of value to which he/she was already entitled. The Company advises Employee toseek the advice of counsel in connection with this Release. Employee further acknowledgesthat he/she has been advised by this writing that (a) he/she should consult with an attorneyprior to executing this Release; (b) as to his/her waiver of claims under the ADEA,he/she has at least twenty-one (21) days within which to consider this Release; (c) he/shehas at least seven (7) days following the execution of this Release by the parties to revokethe Release to the extent of the waiver of his/her claims under the ADEA; and (d) thisRelease shall not be effective as to the waiver of claims under the ADEA until the revocationperiod has expired. For all purposes other than the waiver of claims under the ADEA, thisRelease shall be effective immediately, except that the Company’s obligations set forth inSection 2 above shall terminate in the event that Employee revokes his/her waiver of claimsunder the ADEA within the seven-day waiver period.     INWITNESS WHEREOF, Employee has executed this Release Agreement on the date set forth below.         **EMPLOYEE**           By:             Name:  Ronald Geraty, M.D.            Dated:           
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INVERNESS MEDICAL INNOVATIONS, INC.NONDISCLOSURE, NONINTERFERENCE AND DEVELOPMENTS AGREEMENTIn consideration of my engagement or employment, or continued engagement or employment byInverness Medical Innovations, Inc. and/or any of its affiliates or subsidiaries (togetherreferred to as the “Company”), and of the compensation, stipend, or other remuneration paid to meduring my engagement or employment, I agree as follows: 1. Acknowledgement. I acknowledge and agree that by engaging in aconsulting or employment relationship with the Company, I will be performingsignificant duties on behalf of the Company, and I will be exposed to certainvaluable know-how and information relating to a highly competitive industry. Ialso acknowledge and agree that the covenants set forth in this section are amaterial part of my relationship with the Company, and without my agreementto be bound by such covenants, the Company would not have agreed to engage orcontinue my services.  2. Confidential Information. I acknowledge that, as an employee orconsultant of the Company, I will have access to confidential information of theCompany and that improper disclosure or use of such confidential informationwould cause the Company substantial loss, damage, and irreparable harm. Ishall at all times hold confidential all trade secrets,proprietary information, inventions and developments, customer lists, businessplans and all other data or information, (and any tangible evidence, record orrepresentation thereof), whether prepared, conceived or developed by an employeeor consultant of the Company (including myself) or received by the Company froman outside source, that is in the possession of the Company and that ismaintained in confidence by the Company or might permit the Company orits customers to obtain a competitive advantage over competitors who do not haveaccess to such information (collectively, referred to herein as the“Confidential Information”), I acknowledge that my employment or consultingengagement creates a relationship of confidence and trust between me and theCompany with respect to Confidential Information.    During my engagement or employment by the Company, I shall use and discloseConfidential Information only to the extent necessary to perform my duties to theCompany and for the sole benefit of the Company, and, in any event, shall not discloseany Confidential Information to any person or entity outside the Company except asauthorized pursuant to a confidentiality agreement or with the prior written directionor written permission of a duly authorized officer of the Company. I shall notdisclose to any person or entity, or make use of, any Confidential Information withoutthe prior written permission of a duly authorized officer of the Company. Thisprovision shall not apply to any information that the Company has voluntarilydisclosed to the public or that has otherwise legally entered the public domain.    I understand that the Company has from time to time in its possession information thatis claimed by others to be proprietary and that the Company has agreed to keepconfidential. I agree that all such information shall be Confidential Information forpurposes of this Agreement.  3. Developments. I agree that all originals and all copies of alldrawings, prints, diagrams, notes, memoranda, and other materials and writingscontaining, representing, evidencing, recording, or constituting anyConfidential Information (as defined in section 2 above) and Developments(hereinafter defined), however and whenever produced (whether by myselfor others) and whether or not patentable or subject to copyright protection,shall be the sole property of the Company and shall be returned to the Companyupon the termination of my engagement or employment for any reason.    I agree that all Confidential Information and all other discoveries, inventions,ideas, concepts, processes, products, methods and improvements, or parts thereof,conceived, developed, or
 

 
   Otherwise made by me, alone or jointly with others, and in any way relating to the Company’spresent or proposed products, programs or services or to tasks assigned to me during thecourse of my employment, whether or not subject to copyright or patent protection, and whetheror not reduced to tangible form or reduced to practice during the period of my employment withthe Company, and whether or not made during my regular working hours or on the Company’spremises (collectively referred to herein as “Developments”) shall be the sole property of theCompany. I agree that all such Developments shall constitute works made for hire under thecopyright laws of the United States and hereby assign and, to the extent any such assignmentcannot be made at present, I hereby agree to assign to the Company all of my right, title, andinterest in such Developments and in all copyrights, patents, reproduction and otherproprietary rights I may have in any such Developments, together with the right to file for orown wholly without restriction United States and foreign patents, trademarks and copyrightswith respect thereto.  4. No Conflict. I am subject to no contractual restriction or obligation that will inany way limit my activities on behalf of the Company or prevent me from performing allof the terms of this Agreement except as disclosed pursuant to the next sentence. Ihereby represent and warrant to the Company that I have no continuing contractualobligations to any previous employer or any other party (a) with respect to anyDevelopments, (b) that require me not to use or disclose information to the Company(other than the confidential information of a prior employer), or (c) that require me torefrain from competing directly or indirectly with the business of such previousemployer or other party except the following:    (If none, please write “None.”)    I further represent and warrant that I do not claim rights in, or otherwise exclude from thisAgreement, any Development except the following:    (If none, please write “None.”)    I represent, warrant and covenant that, in the course of my employment with the Company, Iwill not (a) breach any continuing contractual obligation that I have to any previous employeror any other party, including, without limitation any of the agreements that I have listedabove, or (b) use or disclose any trade secret or other proprietary right of any previousemployer or any other party.  5. I shall make and maintain adequate and current written records of all ConfidentialInformation and Developments that by virtue of paragraph 3 are the sole property of theCompany and shall disclose same promptly, fully and in writing to the Company’sPresident or other duly authorized officer.  6. During and after the term of my engagement or employment by the Company, I shallexecute, acknowledge, seal and deliver all documents, including, without limitation, allinstruments of assignment, patent and copyright applications and supportingdocumentation, and perform all acts, that the Company may request to secure its rightshereunder and to carry out the intent of this Agreement. In furtherance of myundertaking in the immediately preceding sentence, I specifically agree to assist theCompany, at the Company’s expense, in every proper way to obtain for its sole benefit,in any and all countries, patents, copyrights or other legal protection for allDevelopments that by virtue of paragraph 3 hereof are the sole property of the Companyand for publications pertaining to any of them. All of my expenses incurred in
 

 
   connection with my obligations under this paragraph, including but not limited to travelcosts, shall be reimbursed by the Company. However, I shall receive no compensation for mytime spent except that if I am required to spend more than eight hours in fulfilling myobligations hereunder after the termination of my employment with the Company, the Companyshall compensate me for such excess hours at a rate that is fair and reasonable in light ofthe nature of the services rendered. I further agree that if the Company is unable, afterusing its best reasonable efforts, to secure my signature on any such documents and if I havenot objected to such action as not being required by this Agreement, any executive officer ofthe Company shall be entitled to execute any such documents as my agent and attorney-in-fact,and I hereby irrevocably designate and appoint each executive officer of the Company as myagent and attorney-in-fact to execute any such documents on my behalf, and to take any and allactions as the Company may deem necessary or desirable in order to protect its rights orinterests in any Development under the conditions described in this sentence. 7. Intentionally omitted.  8. In the event that any provision of this Agreement shall be determined to be unenforceableby any court of competent jurisdiction by reason of its extending for too great a periodof time or over too large a geographic area or over too great a range of activities, itshall be interpreted to extend only over the maximum period of time, geographic area orrange of activities as to which it may be enforceable. If any provision of thisAgreement shall be determined to be invalid, illegal or otherwise unenforceable by anycourt of competent jurisdiction, the validity, legality and enforceability of the otherprovisions of this Agreement shall not be affected thereby. Except as otherwise providedin this paragraph, any invalid, illegal or unenforceable provision of this Agreementshall be severable, and after any such severance, all other provisions hereof shallremain in full force and effect.  9. This Agreement constitutes the entire and only agreement between the Company andme respecting the subject matter hereof, and supersedes all prior agreements andunderstandings, oral and written, between us concerning such subject matter. Nomodification, amendment, waiver, or termination of this Agreement or of any provisionhereof shall be binding unless made in writing and signed by an authorized officer ofthe Company. Failure of the Company to insist upon strict compliance with any of theterms, covenants or conditions hereof shall not be deemed a waiver of such terms,covenants or conditions. In the event of any inconsistency between this Agreement andany other contract between the Company and me, the provisions of this Agreement shallprevail.  10. I acknowledge that money damages alone will not adequately compensate the Companyfor breach of any of my covenants and agreements herein and, therefore, agree that inthe event of the breach or threatened breach of any such covenant or agreement, inaddition to all other remedies available to the Company, at law, in equity or otherwise,the Company shall be entitled to injunctive relief compelling specific performance of,or other compliance with, the terms thereof.  11. This Agreement shall be binding upon me irrespective of the duration of my engagementor employment by the Company, the reasons for the termination of my engagementor employment by the Company, or the amount of my salary or wages, or a significantchange in my duties, responsibilities, or title. My obligations under this Agreementshall survive the termination of my engagement or employment by the Company irrespectiveof the reasons for such termination and shall not in any way be modified, altered orotherwise affected by such termination.  12. This Agreement shall inure to the benefit of the Company and its legalrepresentatives, successors, and assigns, and shall be binding upon me and my heirs,legal representatives, successors and assigns.
 

 
 13. This Agreement shall be governed by, and construed and enforced in accordance with,the substantive laws of the Commonwealth of Massachusetts without regard to its conflictsof laws principles, and shall be deemed to be effective as of the first day of myemployment with the Company.  14. This Agreement does not constitute a contract of employment and does not imply thatmy engagement or employment will continue for any length of time.    I ACKNOWLEDGE THAT BEFORE PLACING MY SIGNATURE HEREUNDER, I HAVE READ ALL OF THE PROVISIONS OFTHIS NONDISCLOSURE, NONINTERFERENCE AND DEVELOPMENTS AGREEMENT, AND HAVE THIS DAY RECEIVED ACOPY HEREOF.    IN WITNESS WHEREOF, I have executed this Agreement as a sealed instrument on this                      dayof                     , 2010.       /s/ Ronald Geraty     Signature         RONALD GERATY     Printed Name