Exhibit

10.12




 




August 16, 2001




PROMISSORY

NOTE




 




FOR VALUE RECEIVED, the undersigned (“Debtor”)

hereby promises to pay to Inverness Medical Innovations, Inc. or its successor

(“Payee”), at such place or places as may be specified by Payee or any

holder hereof, in legal tender of the United States of America, the principal

amount of $10,665,583.68 (the “Principal”), with interest at the fixed

rate of 4.99% per annum, compounded annually, on the unpaid balance.  Interest shall be payable on each

anniversary of the date hereof commencing August 16, 2002.  The Principal, with accrued interest

thereon, unless earlier paid in full upon becoming due and payable pursuant to

the third paragraph of this Note, shall be due and payable on August 16, 2006

(the “Repayment Date”).




 




The Payee shall have recourse against any assets of

the Debtor up to (i) 25% of the Principal amount hereof reduced by 25% of each

payment of Principal made by or on behalf of the Debtor from any source (the “Recourse

Principal”) and (ii) the full amount of accrued interest under this Note

(it being understood that the Debtor shall be personally obligated for the

payments of interest hereunder) (the “Recourse Interest”).  In addition, the Payee shall have full

recourse against the shares of capital stock of the Payee acquired by the

Debtor pursuant to a Restricted Stock Agreement dated of even date herewith

(such agreement, the “Restricted Stock Agreement” and such shares, the “Collateral”)

and the Debtor shall pledge the Collateral pursuant to a Pledge Agreement

substantially in the form attached hereto as Exhibit A (the “Pledge

Agreement”).  Prior to the Repayment

Date, the Principal, with accrued interest thereon, shall become due and

payable in whole or in part upon any sale by the Debtor of the Collateral

pursuant to the terms set forth below. 

The Debtor shall pay to Payee, within ten (10) days after receipt

thereof, the net after-tax proceeds from any sales by the Debtor of the

Collateral in reduction of Principal until such time as the Principal has been

paid in full, and in connection with each such payment shall pay accrued but

unpaid interest on the amount so paid. 

For purposes hereof, the term “net after-tax proceeds” means the amount

received upon any sale of the Collateral, less brokerage commissions or

underwriting discounts, other expenses of every kind, including documentary,

excise and other taxes, if any, directly relating to the sale and an amount

equal to the federal, state and local taxes on any gain from such sale (as

determined by multiplying the amount of such gain by the combined maximum

federal, state and local tax rate applicable to the sale of the Collateral by

the Debtor, taking into account the holding period for the Collateral and any

federal income tax deduction for state and local income taxes).  All sums paid by the Debtor or otherwise

received by Payee on account of sums owing hereunder, shall be first used to

satisfy interest accrued hereunder and then used to satisfy Principal.  Amounts applied against Principal shall be

deemed to reduce the Recourse Principal on a proportionate basis.  The foregoing notwithstanding, the proceeds

received from a foreclosure sale of any Collateral shall be first applied

against any unpaid Principal that does not constitute Recourse Principal, then

against the Recourse Principal and finally against the Recourse Interest.




 




 





























 




In case an Event of Default, as defined in the Pledge

Agreement, shall occur, the aggregate unpaid balance of Principal and accrued

interest may be declared to be due and payable in the manner and with the

effect provided in the Pledge Agreement.




 




To the extent permitted by law, Debtor may pay all or

a portion of the principal balance hereof and accrued interest herein by

redeeming for their fair market value at the time of redemption any shares of

Common Stock of the Payee held by the Debtor, and “paid for” by the Debtor at

least six months prior to such redemption. 

For purposes of the preceding sentence, shares of Common Stock shall be

considered “paid for” only upon payment of the principal balance and interest

owed under any promissory note used to purchase such shares or secured in whole

or in part by such shares.




 




Debtor expressly waives presentment for payment,

protest and demand, notice of protest, demand and dishonor and expressly agrees

that this Note may be extended from time to time without in any way affecting

the liability of Debtor.  No delay or

omission on the part of Payee in exercising any right hereunder shall operate

as a waiver of such right or of any other right under this Note.




 




This Note may from time to time be extended by Payee,

with or without notice to Debtor, and any related right may be waived,

exchanged, surrendered or otherwise dealt with, all without affecting the

liability of Debtor, in each case in the sole discretion of Payee.




 




This Note may not be changed, modified or terminated

orally, but only by an agreement in writing and signed by the Debtor and

Payee.  This Note shall be governed by

and construed in accordance with the laws of the State of Delaware, without

regard to conflict of law principles, and shall be binding upon the successors

and assigns of Debtor and inure to the benefit of Payee and its successors,

endorsees and assigns.




 




	

   


  	

  DEBTOR:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  /s/ RON ZWANZIGER


  
	

   


  	

  Name:  Ron

  Zwanziger


  
	

   


  	

   


  
	

   


  	

  Address:


  
	

   


  	

   


  
	

   


  	

  22 Waverly Avenue


  
	

   


  	

  Newton, MA 02458