exv10w2






EXHIBIT 10.2




SECURITY AGREEMENT




          This SECURITY AGREEMENT (this “Agreement”) is dated as of October 8, 2008 and entered into by
and among QUIDEL CORPORATION, a Delaware corporation (“Borrower”), each of THE UNDERSIGNED DIRECT
AND INDIRECT SUBSIDIARIES of Borrower (each of such undersigned Subsidiaries being a “Subsidiary
Grantor” and collectively “Subsidiary Grantors”) and each ADDITIONAL GRANTOR that may become a
party hereto after the date hereof in accordance with Section 21 hereof (each of Borrower, each
Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”)
and BANK OF AMERICA, N.A., as Agent for and representative of (in such capacity herein called
“Secured Party”) the Beneficiaries (as hereinafter defined).



PRELIMINARY STATEMENTS




          A. Pursuant to the Credit Agreement dated as of October 8, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;”
the terms defined therein and not otherwise defined in Section 31, the UCC or elsewhere herein
being used herein as therein defined), by and among Borrower, the financial institutions listed
therein as Lenders, U.S. Bank N.A., as Syndication Agent, and Bank of America, N.A., as Agent (in
such capacity, “Agent”), Lenders have made certain commitments, subject to the terms and conditions
set forth in the Credit Agreement, to extend certain credit facilities to Borrower.



          B. Any Loan Party may from time to time enter, or may from time to time have entered, into one
or more Secured Hedge Agreements with one or more Hedge Banks in accordance with the terms of the
Credit Agreement, and it is desired that the obligations of Loan Parties under the Secured Hedge
Agreements, including, without limitation, the obligation of Loan Parties to make payments
thereunder in the event of early termination thereof, together with all obligations of Borrower
under the Credit Agreement and the other Loan Documents, be secured hereunder.



          C. Any Loan Party may from time to time enter, or may from time to time have entered, into one
or more Secured Cash Management Agreements with one or more Cash Management Banks in accordance
with the terms of the Credit Agreement, and it is desired that the obligations of Loan Parties
under the Secured Cash Management Agreements, together with all obligations of Borrower under the
Credit Agreement and the other Loan Documents, be secured hereunder.



          D. Subsidiary Grantors have executed and delivered the Subsidiary Guaranty, in each case in
favor of Secured Party for the benefit of Lenders, any Hedge Banks and any Cash Management Banks,
pursuant to which each Subsidiary Grantor has guarantied the prompt payment and performance when
due of all obligations of Borrower under the Credit Agreement and all obligations of Loan Parties
under the Secured Hedge Agreements and Secured Cash Management Agreements.



          E. It is a condition precedent to the initial extensions of credit by Lenders under the Credit
Agreement that Grantors listed on the signature pages hereof shall have granted the security
interests and undertaken the obligations contemplated by this Agreement.



Security Agreement



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          NOW, THEREFORE, in consideration of the agreements set forth herein and in the Credit
Agreement and in order to induce Lenders to make Loans and other extensions of credit under the
Credit Agreement, to induce Hedge Banks to enter into the Secured Hedge Agreements and to induce
Cash Management Banks to enter into the Secured Cash Management Agreements, each Grantor hereby
agrees with Secured Party as follows:



SECTION 1. Grant of Security.




          Each Grantor hereby assigns to Secured Party, and hereby grants to Secured Party a security
interest in, all of such Grantor’s right, title and interest in and to all of the personal property
of such Grantor, in each case whether now or hereafter existing, whether tangible or intangible,
whether now owned or hereafter acquired, wherever the same may be located and whether or not
subject to the Uniform Commercial Code as it exists on the date of this Agreement, or as it may
hereafter be amended in the State of California (the “UCC”), including the following (the
“Collateral”):



          (a) all Accounts;



          (b) all Chattel Paper;



          (c) all Money and all Deposit Accounts, together with all amounts on deposit from time to time
in such Deposit Accounts;



          (d) all Documents;



          (e) all General Intangibles, including all intellectual property, Payment Intangibles and
Software;



          (f) all Goods, including Inventory, Equipment and Fixtures;



          (g) all Instruments;



          (h) all Investment Property;



          (i) all Letter-of-Credit Rights and other Supporting Obligations;



          (j) all Records;



          (k) all Commercial Tort Claims, including those set forth on Schedule 1 annexed
hereto; and



          (1) all Proceeds and Accessions with respect to any of the foregoing Collateral.



          Each category of Collateral set forth above shall have the meaning set forth in the UCC (to
the extent such term is defined in the UCC), it being the intention of Grantors that the
description of the Collateral set forth above be construed to include the broadest possible range
of assets.



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          Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s rights or
interests in or under, any license, contract, permit, Instrument, Security or franchise to which
such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the
extent, that such a grant would, under the terms of such license, contract, permit, Instrument,
Security or franchise, result in a breach of the terms of, or constitute a default under, such
license, contract, permit, Instrument, Security or franchise (other than to the extent that any
such term would be rendered ineffective pursuant to the UCC or any other applicable law (including
the Bankruptcy Code) or principles of equity); provided, that immediately upon the
ineffectiveness, lapse or termination of any such provision the Collateral shall include, and such
Grantor shall be deemed to have granted a security interest in, all such rights and interests as if
such provision had never been in effect.



          Notwithstanding the foregoing, the Collateral shall not include (a) any equity interests
issued by a Person if such Person is a controlled foreign corporation (used hereinafter as such
term is defined in Section 957(a) or any successor provision of the Internal Revenue Code), in
excess of the amount of such equity interests possessing up to but not exceeding 65% of the voting
power of all classes of such equity interests entitled to vote of such Person, and (b) assets
subject to any Lien permitted under Section 7.1 (i) of the Credit Agreement where the security
agreement or other instrument creating such purchase money Lien prohibits the granting of a
security interest in such assets to Secured Party or results in an event of default under such
security agreement or instrument (other than to the extent that such term would be rendered
ineffective pursuant to the UCC or any other applicable law (including the Bankruptcy Code));
provided that the security interest in any such assets shall automatically attach hereunder
when and after any such Liens are discharged or released or when the assets encumbered by such
Liens are no longer subject to such restrictions; provided further, that in any
event any Account or any money or other amounts due or to become due under any such contract,
agreement, instrument or indenture shall not be excluded from the definition of Collateral to the
extent that any of the foregoing is (or if it contained a provision limiting the transferability or
pledge thereof would be) subject to Section 9406 of the UCC.



SECTION 2. Security for Obligations.




          This Agreement secures, and the Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all Secured Obligations of each Grantor. “Secured
Obligations” means:



          (a) with respect to Borrower, all obligations and liabilities of every nature of Borrower now
or hereafter existing under or arising out of or in connection with the Credit Agreement and the
other Loan Documents and any Secured Hedge Agreement and any Cash Management Agreement (including
all Obligations (as defined in the Credit Agreement)); and



          (b) with respect to each Subsidiary Grantor and Additional Grantor, all obligations and
liabilities of every nature of such Subsidiary Grantor now or hereafter existing under or arising
out of or in connection with the Subsidiary Guaranty (including all Guarantied Obligations (as
defined in the Subsidiary Guaranty));



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in each case together with all extensions or renewals thereof, whether for principal, interest,
reimbursement of amounts drawn under Letters of Credit, payments for early termination of Secured
Hedge Agreements, fees, expenses, indemnities or otherwise, whether voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and later increased,
created or incurred, and all or any portion of such obligations or liabilities that are paid, to
the extent all or any part of such payment is avoided or recovered directly or indirectly from
Secured Party or any Lender or Hedge Bank or Cash Management Bank as a preference, fraudulent
transfer or otherwise, and all obligations of every nature of Grantors now or hereafter existing
under this Agreement (including, without limitation, interest and other amounts that, but for the
filing of a petition in bankruptcy with respect to Borrower or any other Grantor, would accrue on
such obligations, whether or not a claim is allowed against Borrower or such Grantor for such
amounts in the related bankruptcy proceeding).



SECTION 3. Grantors Remain Liable.




          Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain
liable under any contracts and agreements included in the Collateral, to the extent set forth
therein, to perform all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by Secured Party of any of its rights hereunder
shall not release any Grantor from any of its duties or obligations under the contracts and
agreements included in the Collateral, and (c) Secured Party shall not have any obligation or
liability under any contracts, licenses, and agreements included in the Collateral by reason of
this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned
hereunder.



SECTION 4. Representations and Warranties.




          Each Grantor represents and warrants as follows:



          (a) Ownership of Collateral. Except as expressly permitted by the Credit Agreement, such
Grantor owns its interests in the Collateral free and clear of any Lien and no effective financing
statement or other instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office, including any IP Filing Office.



          (b) Perfection. The security interests in the Collateral granted to Secured Party for the
ratable benefit of Lenders, Hedge Banks and Cash Management Banks hereunder constitute valid
security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the
filing of UCC financing statements naming each Grantor as “debtor”, naming Secured Party as
“secured party” and describing the Collateral in the filing offices with respect to such Grantor
set forth on Schedule 2 annexed hereto, (ii) in the case of the Securities Collateral
consisting of certificated Securities or evidenced by Instruments, in addition to filing of such
UCC financing statements, delivery of the certificates representing such certificated Securities
and delivery of such Instruments to Secured Party, and in the case of Securities Collateral issued
by a foreign issuer, any actions required under foreign law to perfect a security interest in such
Securities Collateral), in each case duly endorsed or accompanied by duly



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executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual
Property Collateral described in clause (a) of the definition thereof, in addition to the filing of
such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office,
(iv) in the case of Equipment that is covered by a certificate of title, the filing with the
registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an
application requesting the notation of the security interest created hereunder on such certificate
of title, (v), in the case of any Deposit Account and any Investment Property constituting a
Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution
and delivery to Secured Party of an agreement providing for control by Secured Party thereof, (vi)
in the case of Letter-of-Credit Rights (other than Letter-of-Credit Rights consisting of Supporting
Obligations for Collateral as to which Secured Party otherwise has a perfected security interest),
the issuer of the applicable letter of credit has consented to the assignment of proceeds thereof
under Section 5114(c) of the UCC, and (vii) in the case of commercial tort claims, the sufficient
identification thereof in filed UCC financing statements, the security interests in the Collateral
(except for security interests in Collateral that cannot be perfected by the filing of financing
statements and are not material to the Company) granted to Secured Party for the ratable benefit of
Lenders, Hedge Banks and Cash Management Banks will constitute perfected security interests therein
prior to all other Liens (except for Liens permitted by clauses (b) through (i) of subsection 7.1
of the Credit Agreement), and all filings and other actions required under this Agreement and
necessary or desirable to perfect and protect such security interests have been duly made or taken.



          (c) Office Locations; Type and Jurisdiction of Organization; Locations of Equipment and
Inventory. Such Grantor’s name as it appears in official filings in the jurisdiction of its
organization, type of organization (i.e. corporation, limited partnership, etc.), jurisdiction of
organization, principal place of business, chief executive office, office where such Grantor keeps
its Records regarding the Accounts, Intellectual Property and originals of Chattel Paper, and
organization number provided by the applicable Government Authority of the jurisdiction of
organization are set forth on Schedule 3 annexed hereto. All of the Equipment and Inventory
is located at the places set forth on Schedule 4 annexed hereto, except for Inventory
which, in the ordinary course of business, is in transit either (i) from a supplier to a Grantor,
(ii) between the locations set forth on Schedule 4 annexed hereto, or (iii) to customers of
a Grantor.



          (d) Names. No Grantor (or predecessor by merger or otherwise of such Grantor) has, within the
five year period preceding the date hereof, or, in the case of an Additional Grantor, the date of
the applicable Counterpart, had a different name from the name of such Grantor listed on the
signature pages hereof, except the names set forth on Schedule 5 annexed hereto.



          (e) Delivery of Certain Collateral. All certificates or Instruments (excluding checks)
evidencing, comprising or representing the Collateral having a value or face amount in excess of
$25,000 have been delivered to Secured Party duly endorsed or accompanied by duly executed
instruments of transfer or assignment in blank.



          (f) Securities Collateral. All of the Pledged Subsidiary Equity set forth on Schedule
6 annexed hereto has been duly authorized and validly issued and is fully paid and non-



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assessable; all of the Pledged Subsidiary Debt set forth on Schedule 7 annexed hereto has
been duly authorized and is the legally valid and binding obligation of the issuers thereof and is
not in default; there are no outstanding warrants, options or other rights to purchase, or other
agreements outstanding with respect to, or property that is now or hereafter convertible into, or
that requires the issuance or sale of, any Pledged Subsidiary Equity; Schedule 6 annexed
hereto sets forth all of the Equity Interests and the Pledged Equity owned by each Grantor, and the
percentage ownership in each issuer thereof; and Schedule 7 annexed hereto sets forth all
of the Pledged Debt owned by such Grantor.



          (g) Intellectual Property Collateral. A true and complete list of all Trademark Registrations
and applications for any Trademark owned, held or used by such Grantor, in whole or in part (other
than those held or used pursuant to a license and those not yet required to be set forth on an
update to Schedule 5.17(a) to the Credit Agreement pursuant to Section 6.2(g) of the Credit
Agreement), is set forth on Schedule 8 annexed hereto; a true and complete list of all
Patents owned, held or used by such Grantor, in whole or in part (other than those held or used
pursuant to a license and those not yet required to be set forth on an update to Schedule
5.17(a) to the Credit Agreement pursuant to Section 6.2(g) of the Credit Agreement), is set
forth on Schedule 9 annexed hereto; a true and complete list of all Copyright Registrations
and applications for Copyright Registrations held by such Grantor, in whole or in part (other than
those held pursuant to a license and those not yet required to be set forth on an update to
Schedule 5.17(a) to the Credit Agreement pursuant to Section 6.2(g) of the Credit
Agreement), is set forth on Schedule 10 annexed hereto; and such Grantor is not aware of
any material pending or threatened claim by any third party that any of the Intellectual Property
Collateral owned, held or used by such Grantor is invalid or unenforceable.



          (h) Deposit Accounts, Securities Accounts, Commodity Accounts. Schedule 11 annexed
hereto lists all Deposit Accounts, Securities Accounts and Commodity Accounts owned by each
Grantor, and indicates the institution or intermediary at which the account is held and the account
number.



          (i) Chattel Paper. Such Grantor has no interest in any Chattel Paper, except as set forth in
Schedule 12 annexed hereto.



          (j) Letter-of-Credit Rights. Such Grantor has no interest in any Letter-of-Credit Rights,
except as set forth on Schedule 13 annexed hereto.



          (k) Documents. No negotiable Documents are outstanding with respect to any of the Inventory,
except as set forth on Schedule 14 annexed hereto.



     The representations and warranties as to the information set forth in Schedules referred to
herein are made as to each Grantor (other than Additional Grantors) as of the date hereof and as to
each Additional Grantor as of the date of the applicable Counterpart, except that, in the case of a
Pledge Supplement, IP Supplement or notice delivered pursuant to Section 5(d) hereof, such
representations and warranties are made as of the date of such supplement or notice.



SECTION 5. Further Assurances.




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          (a) Generally. Each Grantor agrees that from time to time, at the expense of Grantors, such
Grantor will promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that Secured Party may reasonably request,
in order to perfect and protect any security interest granted or purported to be granted hereby or
to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to
any Collateral. Without limiting the generality of the foregoing, each Grantor will: (i) notify
Secured Party in writing of receipt by such Grantor of any interest in Chattel Paper having a value
or face amount in excess of $25,000 and at the request of Secured Party, mark conspicuously each
item of Chattel Paper and each of its records pertaining to the Collateral, with a legend, in form
and substance satisfactory to Secured Party, indicating that such Collateral is subject to the
security interest granted hereby, (ii) deliver to Secured Party all promissory notes and other
Instruments having a value or face amount in excess of $25,000 and, at the request of Secured
Party, all original counterparts of Chattel Paper, duly endorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance satisfactory to Secured Party,
(iii) (A) execute (if necessary) and file such financing or continuation statements, or amendments
thereto, (B) execute and deliver, and cause to be executed and delivered, agreements establishing
that Secured Party has control of Deposit Accounts other than Excluded Accounts and Investment
Property of such Grantor, (C) deliver such documents, instruments, notices, records and consents,
and take such other actions, necessary to establish that secured party has control over electronic
Chattel Paper and Letter-of-Credit Rights of such Grantor and (D) deliver such other instruments or
notices, in each case, as may be necessary or desirable, or as Secured Party may request, in order
to perfect and preserve the security interests granted or purported to be granted hereby, (iv)
furnish to Secured Party from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the Collateral as Secured Party
may reasonably request, all in reasonable detail, (v) at any reasonable time, upon request by
Secured Party, exhibit the Collateral to and allow inspection of the Collateral by Secured Party,
or persons designated by Secured Party, (vi) at Secured Party’s request, appear in and defend any
action or proceeding that may affect such Grantor’s title to or Secured Party’s security interest
in all or any part of the Collateral, and (vii) use commercially reasonable efforts to obtain any
necessary consents of third parties to the creation and perfection of a security interest in favor
of Secured Party with respect to any Collateral. Each Grantor hereby authorizes Secured Party to
file one or more financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral (including any financing statement indicating that it covers “all
assets” or “all personal property” of such Grantor) without the signature of any Grantor.



          (b) Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each
Grantor agrees that (i) all certificates or Instruments representing or evidencing the Securities
Collateral having a value or face amount in excess of $25,000 shall be delivered to and held by or
on behalf of Secured Party pursuant hereto and shall be in suitable form for transfer by delivery
or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly
executed instruments of transfer or assignments in blank, all in form and substance satisfactory to
Secured Party and (ii) it will, upon obtaining any additional Equity Interests or Indebtedness
having a value or face amount in excess of $25,000, promptly (and in any event within five Business
Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of
such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor
to execute a Pledge Supplement with



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respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of
Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party
hereunder with respect thereto. Upon each such acquisition, the representations and warranties
contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such
Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.



          (c) Intellectual Property Collateral. As soon as available but in any event within 30 days
after the end of each fiscal year, Borrower shall deliver any update to Schedule 5.17(a) to
the Credit Agreement required by Section 6.2(g) of the Credit Agreement and, together therewith,
with respect to any registered Intellectual Property Collateral acquired by a Grantor during the
fiscal year covered by such update, such Grantor shall execute and deliver to Secured Party an IP
Supplement, and submit a Grant for recordation with respect thereto in the applicable IP Filing
Office; provided, the failure of any Grantor to execute an IP Supplement or submit a Grant
for recordation with respect to any additional Intellectual Property Collateral shall not impair
the security interest of Secured Party therein or otherwise adversely affect the rights and
remedies of Secured Party hereunder with respect thereto. Upon delivery to Secured Party of an IP
Supplement, Schedules 8, 9 and 10 annexed hereto and Schedule A to each Grant, as
applicable, shall be deemed modified to include a reference to any right, title or interest in any
existing Intellectual Property Collateral or any Intellectual Property Collateral set forth on
Schedule A to such IP Supplement. Upon each such acquisition, the representations and
warranties contained in Section 4(g) hereof shall be deemed to have been made by such Grantor as to
such Intellectual Property Collateral.



          (d) Commercial Tort Claims. Grantors have no Commercial Tort Claims asserted in any judicial
action as of the date hereof, except as set forth on Schedule 1 annexed hereto. In the
event that a Grantor shall at any time after the date hereof have any material Commercial Tort
Claims asserted in any judicial action, such Grantor shall promptly notify Secured Party thereof in
writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such
Commercial Tort Claim and (ii) constitute an amendment to this Agreement by which such Commercial
Tort Claim shall constitute part of the Collateral.



SECTION 6. Certain Covenants of Grantors.




          Each Grantor shall:



          (a) not use or permit any Collateral to be used unlawfully or in violation of any provision of
this Agreement or any applicable statute, regulation or ordinance or any policy of insurance
covering the Collateral;



          (b) give Secured Party at least 30 days’ prior written notice of (i) any change in such
Grantor’s name, identity or corporate structure and (ii) any reincorporation, reorganization or
other action that results in a change of the jurisdiction of organization of such Grantor;



          (c) if Secured Party gives value to enable such Grantor to acquire rights in or the use of any
Collateral, use such value for such purposes;



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          (d) keep correct and accurate Records of Collateral at the locations described in Schedule
3 annexed hereto; and



          (e) permit representatives of Secured Party at any time during normal business hours to
inspect and make abstracts from such Records, and each Grantor agrees to render to Secured Party,
at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto.



SECTION 7. Special Covenants With Respect to Equipment and Inventory.




          Each Grantor shall:



          (a) if any Inventory is in possession or control of any of such Grantor’ s agents or
processors, if the aggregate book value of all such Inventory exceeds $100,000, and in any event
upon the occurrence of an Event of Default, instruct such agent or processor to hold all such
Inventory for the account of Secured Party and subject to the instructions of Secured Party;



          (b) subject to Section 6.16(b) of the Credit Agreement, if any Inventory is located on
premises leased by such Grantor, deliver to Secured Party a fully executed Landlord Waiver; and



          (c) promptly upon the issuance and delivery to such Grantor of any negotiable Document having
a value or face amount in excess of $25,000, deliver such Document to Secured Party.



SECTION 8. Special Covenants with respect to Accounts.




          (a) Each Grantor shall, for not less than three years from the date on which each Account of
such Grantor arose, maintain (i) complete Records of such Account, including records of all
payments received, credits granted and merchandise returned, and (ii) all documentation relating
thereto.



          (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to
collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts.
In connection with such collections, each Grantor may take (and, upon the occurrence and during the
continuance of an Event of Default at Secured Party’s direction, shall take) such action as such
Grantor or Secured Party may deem necessary or advisable to enforce collection of amounts due or to
become due under the Accounts; provided, however, that Secured Party shall have the right
at any time, upon the occurrence and during the continuation of an Event of Default and upon
written notice to such Grantor of its intention to do so, to (i) notify the account debtors or
obligors under any Accounts of the assignment of such Accounts to Secured Party and to direct such
account debtors or obligors to make payment of all amounts due or to become due to such Grantor
thereunder directly to Secured Party, (ii) notify each Person maintaining a lockbox or similar
arrangement to which account debtors or obligors under any Accounts have been directed to make
payment to remit all amounts representing collections on checks and other payment items from time
to time sent to or deposited in such lockbox or other arrangement directly to Secured Party, (iii)
enforce collection of any such Accounts at the expense of Grantors, and (iv) adjust, settle or
compromise the amount or payment thereof, in the



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same manner and to the same extent as such Grantor might have done. After receipt by such Grantor
of the notice from Secured Party referred to in the proviso to the preceding sentence, (A) all
amounts and proceeds (including checks and other Instruments) received by such Grantor in respect
of the Accounts shall be received in trust for the benefit of Secured Party hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over or delivered to
Secured Party in the same form as so received (with any necessary endorsement) to be held as cash
Collateral and applied as provided by Section 17 hereof, and (B) such Grantor shall not, without
the written consent of Secured Party, adjust, settle or compromise the amount or payment of any
Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or
discount thereon.



SECTION 9. Special Covenants With Respect to the Securities Collateral.




          (a) Form of Securities Collateral. Secured Party shall have the right at any time to exchange
certificates or instruments representing or evidencing Securities Collateral for certificates or
instruments of smaller or larger denominations. If any Securities Collateral is not a security
pursuant to Section 8-103 of the UCC, no Grantor shall take any action that, under such Section,
converts such Securities Collateral into a security without causing the issuer thereof to issue to
it certificates or instruments evidencing such Securities Collateral, which it shall promptly
deliver to Secured Party as provided in this Section 9(a).



          (b) Covenants. Each Grantor shall (i) not, except as expressly permitted by the Credit
Agreement, permit any issuer of Pledged Subsidiary Equity to merge or consolidate unless all the
outstanding Equity Interests of the surviving or resulting Person are, upon such merger or
consolidation, subject to the provisions of the last paragraph of Section 1 pledged and become
Collateral hereunder and no cash, securities or other property is distributed in respect of the
outstanding Equity Interests of any other constituent corporation; (ii) cause each issuer of
Pledged Subsidiary Equity not to issue Equity Interests in addition to or in substitution for the
Pledged Subsidiary Equity issued by such issuer, except to such Grantor; (iii) immediately upon its
acquisition (directly or indirectly) of any Equity Interests, including additional Equity Interests
in each issuer of Pledged Equity, comply with Section 5(b) subject to the provisions of the last
paragraph of Section 1; (iv) immediately upon issuance of any and all Instruments or other
evidences of additional Indebtedness from time to time owed to such Grantor by any obligor on the
Pledged Debt, comply with Section 5; (v) promptly deliver to Secured Party all written notices
received by it with respect to the Securities Collateral; (vi) at its expense (A) perform and
comply in all material respects with all terms and provisions of any agreement related to the
Securities Collateral required to be performed or complied with by it, (B) maintain all such
agreements in full force and effect and (C) enforce all such agreements in accordance with their
terms; and (vii) at the request of Secured Party, promptly execute and deliver to Secured Party an
agreement providing for control by Secured Party of all Securities Entitlements, Securities
Accounts, Commodity Contracts and Commodity Accounts of such Grantor.



          (c) Voting and Distributions. So long as no Event of Default shall have occurred and be
continuing, (i) each Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose not prohibited
by the terms of this Agreement or the Credit Agreement; provided, no Grantor shall exercise
or refrain from exercising any such right if Secured Party shall have notified such



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Grantor that, in Secured Party’s judgment, such action would have a material adverse effect on the
value of the Securities Collateral or any part thereof; and (ii) each Grantor shall be entitled to
receive and retain any and all dividends, other distributions, principal and interest paid in
respect of the Securities Collateral.



          Upon the occurrence and during the continuation of an Event of Default, (x) upon written
notice from Secured Party to any Grantor, all rights of such Grantor to exercise the voting and
other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall
cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have
the sole right to exercise such voting and other consensual rights; (y) except as otherwise
specified in the Credit Agreement, upon written notice from Secured Party to any Grantor of any
exercise of remedies under Section 8.2 of the Credit Agreement, all rights of such Grantor to
receive the dividends, other distributions, principal and interest payments which it would
otherwise be authorized to receive and retain pursuant hereto shall cease, and all such rights
shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive
and hold as Collateral such dividends, other distributions, principal and interest payments; and
(z) all dividends, principal, interest payments and other distributions which are received by such
Grantor contrary to the provisions of clause (y) above shall be received in trust for the benefit
of Secured Party, shall be segregated from other funds of such Grantor and shall forthwith be paid
over to Secured Party as Collateral in the same form as so received (with any necessary
endorsements).



          In order to permit Secured Party to exercise the voting and other consensual rights which it
may be entitled to exercise pursuant hereto and to receive all dividends and other distributions
which it may be entitled to receive hereunder, (I) each Grantor shall promptly execute and deliver
(or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders
and other instruments as Secured Party may from time to time reasonably request, and (II) without
limiting the effect of clause (I) above, each Grantor hereby grants to Secured Party an irrevocable
proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies
to which a holder of the Pledged Equity would be entitled (including giving or withholding written
consents of holders of Equity Interests, calling special meetings of holders of Equity Interests
and voting at such meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Equity on the record books of the
issuer thereof) by any other Person (including the issuer of the Pledged Equity or any officer or
agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate
upon the payment in full of the Secured Obligations, the cure of such Event of Default or waiver
thereof as evidenced by a writing executed by Secured Party.



SECTION 10. Special Covenants With Respect to the Intellectual Property Collateral.




          (a) Each Grantor shall:




          (i) use reasonable efforts so as not to permit the inclusion in any contract to which it
hereafter becomes a party of any provision that could or might in any way impair or prevent
the creation of a security interest in, or the assignment of, such



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Grantor’s rights and interests in any property included within the definitions of any
Intellectual Property Collateral acquired under such contracts;




          (ii) take any and all reasonable steps to protect the secrecy of all trade secrets
relating to the products and services sold or delivered under or in connection with the
Intellectual Property Collateral, including, without limitation, where appropriate entering
into confidentiality agreements with employees and labeling and restricting access to secret
information and documents;




          (iii) use proper statutory notice in connection with its use of any of the Intellectual
Property Collateral and products and services covered by the Intellectual Property Collateral;
and




          (iv) use a commercially appropriate standard of quality (which may be consistent with
such Grantor’s past practices) in the manufacture, sale and delivery of products and services
sold or delivered under or in connection with the Trademarks.



          (b) Except as otherwise provided in this Section 10, each Grantor shall continue to collect,
at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual
Property Collateral or any portion thereof. In connection with such collections, each Grantor may
take (and, after the occurrence and during the continuance of any Event of Default at Secured
Party’s reasonable direction, shall take) such action as such Grantor or Secured Party may deem
reasonably necessary or advisable to enforce collection of such amounts; provided, Secured
Party shall have the right at any time, upon the occurrence and during the continuation of an Event
of Default and upon written notice to such Grantor of its intention to do so, to notify the
obligors with respect to any such amounts of the existence of the security interest created hereby
and to direct such obligors to make payment of all such amounts directly to Secured Party, and,
upon such notification and at the expense of such Grantor, to enforce collection of any such
amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and
to the same extent as such Grantor might have done. After receipt by any Grantor of the notice from
Secured Party referred to in the proviso to the preceding sentence and upon the occurrence and
during the continuance of any Event of Default, (i) all amounts and proceeds (including checks and
Instruments) received by each Grantor in respect of amounts due to such Grantor in respect of the
Intellectual Property Collateral or any portion thereof shall be received in trust for the benefit
of Secured Party hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over or delivered to Secured Party in the same form as so received (with any
necessary endorsement) to be held as cash Collateral and applied as provided by Section 17 hereof,
and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any such
amount or release wholly or partly any obligor with respect thereto or allow any credit or discount
thereon.



          (c) Each Grantor shall have the duty diligently, through counsel reasonably acceptable to
Secured Party, to prosecute, file and/or make, unless and until such Grantor, in its commercially
reasonable judgment, decides otherwise, (i) any application for registration relating to any of the
Intellectual Property Collateral owned, held or used by such Grantor and set forth on Schedules
8, 9 or 10 annexed hereto, as applicable, that is pending as of the date of
this Agreement, (ii) any Copyright Registration on any existing or future unregistered but



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copyrightable works (except for works of nominal commercial value or with respect to which such
Grantor has determined in the exercise of its commercially reasonable judgment that it shall not
seek registration), (iii) any application on any future patentable but unpatented innovation or
invention comprising Intellectual Property Collateral, and (iv) any Trademark opposition and
cancellation proceedings, renew Trademark Registrations and Copyright Registrations and do any and
all acts which are necessary or desirable to preserve and maintain all rights in all Intellectual
Property Collateral. Any expenses incurred in connection therewith shall be borne solely by
Grantors. Subject to the foregoing, each Grantor shall give Secured Party prior written notice of
any abandonment of any material Intellectual Property Collateral.



          (d) Except as provided herein, each Grantor shall have the right to commence and prosecute in
its own name, as real party in interest, for its own benefit and at its own expense, such suits,
proceedings or other actions for infringement, unfair competition, dilution, misappropriation or
other damage, or reexamination or reissue proceedings as are necessary to protect the Intellectual
Property Collateral. Each Grantor shall promptly, following its becoming aware thereof, notify
Secured Party of the institution of, or of any adverse determination in, any proceeding (whether in
an IP Filing Office or any federal, state, local or foreign court) or regarding such Grantor’s
ownership, right to use, or interest in any material Intellectual Property Collateral. Each Grantor
shall provide to Secured Party any information with respect thereto requested by Secured Party.



          (e) In addition to, and not by way of limitation of, the granting of a security interest in
the Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the
continuance of an Event of Default, hereby assigns, transfers and conveys to Secured Party the
nonexclusive right and license to use all Trademarks, tradenames, Copyrights, Patents or technical
processes (including, without limitation, the Intellectual Property Collateral) owned or used by
such Grantor that relate to the Collateral, together with any goodwill associated therewith, all to
the extent necessary to enable Secured Party to realize on the Collateral in accordance with this
Agreement and to enable any transferee or assignee of the Collateral to enjoy the benefits of the
Collateral. This right shall inure to the benefit of all successors, assigns and transferees of
Secured Party and its successors, assigns and transferees, whether by voluntary conveyance,
operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such
right and license shall be granted free of charge, without requirement that any monetary payment
whatsoever be made to such Grantor.



SECTION 11. Collateral Account.




          (a) Secured Party is hereby authorized to establish and maintain as a blocked account under
the sole dominion and control of Secured Party, a restricted Deposit Account designated as “Quidel
Corporation Collateral Account”. All amounts at any time held in the Collateral Account shall be
beneficially owned by Grantors but shall be held in the name of Secured Party hereunder, for the
benefit of Beneficiaries, as collateral security for the Secured Obligations upon the terms and
conditions set forth herein. Grantors shall have no right to withdraw, transfer or, except as
expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited into
the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral
Account shall be subject to such applicable laws, and such applicable regulations of the Board of
Governors of the Federal Reserve System and of any



13









 







other appropriate banking or Government Authority, as may now or hereafter be in effect. All
deposits of funds in the Collateral Account shall be made by wire transfer (or, if applicable, by
intra-bank transfer from another account of a Grantor) of immediately available funds, in each case
addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after
initiating a transfer of funds to the Collateral Account, give notice to Secured Party by
telefacsimile or E-mail (if and when confirmed by telephone) of the date, amount and method of
delivery of such deposit. Cash held by Secured Party in the Collateral Account shall not be
invested by Secured Party but instead shall be maintained as a cash deposit in the Collateral
Account pending application thereof as elsewhere provided in this Agreement or in the Credit
Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal
Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate
paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured
Party’s rights hereunder, any interest earned on deposits of cash in the Collateral Account shall
be deposited directly in, and held in, the Collateral Account.



          (b) In the event that Borrower is required to cash collateralize any Letter of Credit or
Letters of Credit pursuant to the Credit Agreement, other than pursuant to Section 8 of the Credit
Agreement, in which case the provisions of Section 15(c) of this Agreement shall apply, subject to
the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party
until such time as such Letter of Credit or Letters of Credit shall have expired or been
surrendered and any drawings under such Letter of Credit or Letters of Credit paid in full, whether
by reason of application of funds in the Collateral Account or otherwise. Secured Party is
authorized to apply any amount in the Collateral Account to pay any drawing on a Letter of Credit.
Subject to the provisions of Section 15(c) of this Agreement and the Credit Agreement, if any such
cash collateral is no longer required to be retained in the Collateral Account, it shall be paid by
Secured Party to Borrower or at Borrower’s direction.



SECTION 12. Secured Party Appointed Attorney-in-Fact.




          Each Grantor hereby irrevocably appoints Secured Party as such Grantor’s attorney-in-fact,
with full authority in the place and stead of such Grantor and in the name of such Grantor, Secured
Party or otherwise, from time to time in Secured Party’s discretion to take any action and to
execute any instrument that Secured Party may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:



          (a) upon the occurrence and during the continuance of an Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to Secured Party pursuant to the
Credit Agreement;



          (b) upon the occurrence and during the continuance of an Event of Default, to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any of the Collateral;



          (c) upon the occurrence and during the continuance of an Event of Default, to receive, endorse
and collect any drafts or other Instruments, Documents, Chattel Paper and other documents in
connection with clauses (a) and (b) above;



14









 





          (d) upon the occurrence and during the continuance of an Event of Default, to file any claims
or take any action or institute any proceedings that Secured Party may deem necessary or desirable
for the collection of any of the Collateral or otherwise to enforce or protect the rights of
Secured Party with respect to any of the Collateral;



          (e) to pay or discharge taxes or Liens (other than taxes not required to be discharged
pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement)
levied or placed upon or threatened against the Collateral, the legality or validity thereof and
the amounts necessary to discharge the same to be determined by Secured Party in its sole
discretion, any such payments made by Secured Party to become obligations of such Grantor to
Secured Party, due and payable immediately without demand;



          (f) upon the occurrence and during the continuance of an Event of Default, to sign and endorse
any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications and notices in connection with Accounts and other
documents relating to the Collateral; and



          (g) upon the occurrence and during the continuance of an Event of Default, generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral
as fully and completely as though Secured Party were the absolute owner thereof for all purposes,
and to do, at Secured Party’s option and Grantors’ expense, at any time or from time to time, all
acts and things that Secured Party deems necessary to protect, preserve or realize upon the
Collateral and Secured Party’s security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.



SECTION 13. Secured Party May Perform.




          If any Grantor fails to perform any agreement contained herein, Secured Party may itself
perform, or cause performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Grantors under Section 18(b) hereof.



SECTION 14. Standard of Care.




          The powers conferred on Secured Party hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers. Except for the
exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, Secured Party shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral. Secured Party shall be deemed to have exercised reasonable
care in the custody and preservation of Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which Secured Party accords its own property.



SECTION 15. Remedies.




          (a) Generally. If any Event of Default shall have occurred and be continuing, Secured Party
may, subject to Section 20 hereof, exercise in respect of the Collateral, in addition to all other
rights and remedies provided for herein or otherwise available to it, all the rights and



15









 







remedies of a secured party on default under the UCC (whether or not the UCC applies to the
affected Collateral), and also may (i) require each Grantor to, and each Grantor hereby agrees that
it will at its expense and upon request of Secured Party forthwith, assemble all or part of the
Collateral as directed by Secured Party and make it available to Secured Party at a place to be
designated by Secured Party that is reasonably convenient to both parties, (ii) enter onto the
property where any Collateral is located and take possession thereof with or without judicial
process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition
the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent
Secured Party deems appropriate, (iv) take possession of any Grantor’s premises or place custodians
in exclusive control thereof, remain on such premises and use the same and any of such Grantor’s
equipment for the purpose of completing any work in process, taking any actions described in the
preceding clause (iii) and collecting any Secured Obligation, (v) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any of Secured Party’s offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such other terms as Secured
Party may deem commercially reasonable, (vi) exercise dominion and control over and refuse to
permit further withdrawals from any Deposit Account maintained with Secured Party or any Lender and
provide instructions directing the disposition of funds in Deposit Accounts not maintained with
Secured Party or any Lender and (vii) provide entitlement orders with respect to Security
Entitlements and other Investment Property constituting a part of the Collateral and, without
notice to any Grantor, transfer to or register in the name of Secured Party or any of its nominees
any or all of the Securities Collateral. Secured Party or any Lender, Hedge Bank or Cash Management
Bank may be the purchaser of any or all of the Collateral at any such sale and Secured Party, as
agent for and representative of Lenders, Hedge Banks and Cash Management Banks (but not any Lender,
Hedge Bank or Cash Management Bank in its individual capacity unless Requisite Obligees shall
otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price
for any Collateral payable by Secured Party at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay
and/or appraisal which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale
shall be required by law, at least ten days’ notice to such Grantor of the time and place of any
public sale or the time after which any private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. Secured Party may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any
claims against Secured Party arising by reason of the fact that the price at which any Collateral
may have been sold at such a private sale was less than the price which might have been obtained at
a public sale, even if Secured Party accepts the first offer received and does not offer such
Collateral to more than one offeree. If the proceeds of any sale or other disposition of the
Collateral are insufficient to pay all the Secured Obligations, Grantors shall be jointly and
severally liable for the deficiency and the fees of any attorneys employed by Secured Party to
collect such deficiency. Each Grantor further agrees



16









 







that a breach of any of the covenants contained in this Section 15 will cause irreparable injury to
Secured Party, that Secured Party has no adequate remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained in this Section shall be specifically
enforceable against such Grantor, and each Grantor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for a defense that no
default has occurred giving rise to the Secured Obligations becoming due and payable prior to their
stated maturities.



          (b) Securities Collateral. Each Grantor recognizes that, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, Secured Party may be
compelled, with respect to any sale of all or any part of the Securities Collateral conducted
without prior registration or qualification of such Securities Collateral under the Securities Act
and/or such state securities laws, to limit purchasers to those who will agree, among other things,
to acquire the Securities Collateral for their own account, for investment and not with a view to
the distribution or resale thereof. Each Grantor acknowledges that any such private placement may
be at prices and on terms less favorable than those obtainable through a sale without such
restrictions (including an offering made pursuant to a registration statement under the Securities
Act) and, notwithstanding such circumstances, each Grantor agrees that any such private placement
shall not be deemed, in and of itself, to be commercially unreasonable and that Secured Party shall
have no obligation to delay the sale of any Securities Collateral for the period of time necessary
to permit the issuer thereof to register it for a form of sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would, or should,
agree to so register it. If Secured Party determines to exercise its right to sell any or all of
the Securities Collateral, upon written request, each Grantor shall and shall cause each issuer of
any Securities Collateral to be sold hereunder from time to time to furnish to Secured Party all
such information as Secured Party may request in order to determine the amount of Securities
Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and
the rules and regulations of the Securities and Exchange Commission thereunder, as the same are
from time to time in effect.



          (c) Collateral Account. If an Event of Default has occurred and is continuing, any amounts on
deposit in the Collateral Account, except for funds deposited in the Collateral Account as
described in the next sentence, shall be held by Agent and applied as Obligations become due. If,
in accordance with Article VIII of the Credit Agreement, Borrower is required to pay to Secured
Party an amount (the “Aggregate Available Amount”) equal to the maximum amount that may at any time
be drawn under all Letters of Credit then outstanding under the Credit Agreement, Borrower shall
deliver funds in such an amount for deposit in the Collateral Account. Following such deposit in
the Collateral Account, (i) upon any drawing under any outstanding Letter of Credit, Secured Party
shall apply any amount in the Collateral Account to reimburse the L/C Issuer for the amount of such
drawing and (ii) in the event of cancellation or expiration of any Letter of Credit, or in the
event of any reduction in the maximum available amount under any Letter of Credit, Secured Party
shall apply the amount then on deposit in the Collateral Account in excess of the Aggregate
Available Amount (calculated giving effect to such cancellation, expiration or reduction) as
provided in Section 17.



SECTION 16. Additional Remedies for Intellectual Property Collateral.




17









 





          (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during
the continuation of an Event of Default, (i) Secured Party shall have the right (but not the
obligation) to bring suit, in the name of any Grantor, Secured Party or otherwise, to enforce any
Intellectual Property Collateral, in which event each Grantor shall, at the request of Secured
Party, do any and all lawful acts and execute any and all documents required by Secured Party in
aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify
Secured Party as provided in subsections 10.4 and 10.5 of the Credit Agreement and Section 18
hereof, as applicable, in connection with the exercise of its rights under this Section 16, and, to
the extent that Secured Party shall elect not to bring suit to enforce any Intellectual Property
Collateral as provided in this Section, each Grantor agrees to use all reasonable measures, whether
by action, suit, proceeding or otherwise, to prevent the infringement of any of the material
Intellectual Property Collateral by others and for that purpose agrees to use its commercially
reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing
reasonably necessary to prevent such infringement; (ii) upon written demand from Secured Party,
each Grantor shall execute
and deliver to Secured Party an assignment or assignments of the Intellectual Property
Collateral and such other documents as are necessary or appropriate to carry out the intent and
purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording
shall be applied to reduce the Secured Obligations outstanding only to the extent that Secured
Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon,
the Intellectual Property Collateral; and (iv) within five Business Days after written notice from
Secured Party, each Grantor shall make available to Secured Party, to the extent within such
Grantor’s power and authority, such personnel in such Grantor’s employ as Secured Party may
reasonably designate, by name, title or job responsibility, to permit such Grantor to continue,
directly or indirectly, to produce, advertise and sell the products and services sold or delivered
by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark
Rights, such persons to be available to perform their prior functions on Secured Party’s behalf and
to be compensated by Secured Party at such Grantor’s expense on a per diem, pro-rata basis
consistent with the salary and benefit structure applicable to each as of the date of such Event of
Default.



          (b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall
have occurred and be continuing, (iii) an assignment to Secured Party of any rights, title and
interests in and to the Intellectual Property Collateral shall have been previously made, and (iv)
the Secured Obligations shall not have become immediately due and payable, upon the written request
of any Grantor, Secured Party shall promptly execute and deliver to such Grantor such assignments
as may be necessary to reassign to such Grantor any such rights, title and interests as may have
been assigned to Secured Party as aforesaid, subject to any disposition thereof that may have been
made by Secured Party; provided, after giving effect to such reassignment, Secured Party’s security
interest granted pursuant hereto, as well as all other rights and remedies of Secured Party granted
hereunder, shall continue to be in full force and effect; and provided further, the rights, title
and interests so reassigned shall be free and clear of all Liens other than Liens (if any)
encumbering such rights, title and interest at the time of their assignment to Secured Party and
Liens permitted under Section 7.1 of the Credit Agreement.



SECTION 17. Application of Proceeds.




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          Except as expressly provided elsewhere in this Agreement, all proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral shall be applied as provided in Section 8.3 of the Credit Agreement.



SECTION 18. Indemnity and Expenses.




          (a) Grantors jointly and severally agree to indemnify Secured Party, each Lender, each Hedge
Bank and each Cash Management Bank from and against any and all claims, losses and liabilities in
any way relating to, growing out of or resulting from this Agreement and the transactions
contemplated hereby (including, without limitation, enforcement of this Agreement), except to the
extent such claims, losses or liabilities result from Secured Party’s or such Lender’s, Hedge
Bank’s or Cash Management Bank’s gross negligence or willful misconduct as finally determined by a
court of competent jurisdiction.



          (b) Grantors jointly and severally agree to pay to Secured Party upon demand the amount of any
and all costs and expenses in accordance with subsection 10.4 of the Credit Agreement.



          (c) The obligations of Grantors in this Section 18 shall (i) survive the termination of this
Agreement and the discharge of Grantors’ other obligations under this Agreement, the Secured Hedge
Agreements, the Secured Cash Management Agreements, the Credit Agreement and the other Loan
Documents and (ii), as to any Grantor that is a party to a Subsidiary Guaranty, be subject to the
provisions of Section 1(b) thereof.



SECTION 19. Continuing Security Interest; Transfer of Loans; Termination and Release.




          (a) This Agreement shall create a continuing security interest in the Collateral and shall (i)
remain in full force and effect until the payment in full of the Secured Obligations, the
cancellation or termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit (or the securing of reimbursement Obligations in respect thereof with
cash collateral or letters of credit in a manner satisfactory to Secured Party), (ii) be binding
upon Grantors and their respective successors and assigns, and (iii) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors,
transferees and assigns. Without limiting the generality of the foregoing clause (iii), (A) but
subject to the provisions of subsection 10.6 of the Credit Agreement, any Lender may assign or
otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to Lenders herein or otherwise, (B)
any Hedge Bank may assign or otherwise transfer any Secured Hedge Agreement to which it is a party
to any other Person in accordance with the terms of such Secured Hedge Agreement, and such other
Person shall thereupon become vested with all the benefits in respect thereof granted to Hedge
Banks herein or otherwise and (C) any Cash Management Bank may assign or otherwise transfer any
Secured Cash Management Agreement to which it is a party to any other Person in accordance with the
terms of such Secured Cash Management Agreement, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to Cash Management Banks herein or
otherwise.



19









 





          (b) Upon the payment in full of all Secured Obligations, the cancellation or termination of
the Commitments and the cancellation or expiration of all outstanding Letters of Credit (or the
securing of reimbursement Obligations in respect thereof with cash collateral or letters of credit
in a manner satisfactory to Secured Party), the security interest granted hereby (other than with
respect to any cash collateral in respect of Letters of Credit) shall terminate and all rights to
the Collateral shall revert to the applicable Grantors. Upon any such termination Secured Party
will, at Grantors’ expense, execute and deliver to Grantors such documents as Grantors shall
reasonably request to evidence such termination. In addition, upon the proposed sale or other
disposition of any Collateral by a Grantor in accordance with the Credit Agreement for which such
Grantor desires a security interest release from Secured Party, such a release may be obtained
pursuant to the provisions of subsection 9.10 of the Credit Agreement.



SECTION 20. Secured Party as Agent.




          (a) Secured Party has been appointed to act as Secured Party hereunder by Lenders and, by
their acceptance of the benefits hereof, Hedge Banks and Cash Management Banks. Secured Party shall
be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any action (including,
without limitation, the release or substitution of Collateral), solely in accordance with this
Agreement and the Credit Agreement; provided that Secured Party shall exercise, or refrain from
exercising, any remedies provided for in Section 15 hereof in accordance with the instructions of
Requisite Obligees. In furtherance of the foregoing provisions of this Section 20(a), each Hedge
Bank and each Cash Management Bank, by its acceptance of the benefits hereof, agrees that it shall
have no right individually to realize upon any of the Collateral hereunder, it being understood and
agreed by such Hedge Bank that all rights and remedies hereunder may be exercised solely by Secured
Party for the benefit of Lenders, Hedge Banks and Cash Management Banks in accordance with the
terms of this Section 20(a).



          (b) Secured Party shall at all times be the same Person that is Agent under the Credit
Agreement. Written notice of resignation by Agent pursuant to subsection 9.6 of the Credit
Agreement shall also constitute notice of resignation as Secured Party under this Agreement; and
appointment of a successor Agent pursuant to subsection 9.6 of the Credit Agreement shall also
constitute appointment of a successor Secured Party under this Agreement. Upon the acceptance of
any appointment as Agent under subsection 9.6 of the Credit Agreement by a successor Agent, that
successor Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Secured Party under this Agreement, and the retiring Secured
Party under this Agreement shall promptly (i) transfer to such successor Secured Party all sums,
securities and other items of Collateral held hereunder, together with all records and other
documents necessary or appropriate in connection with the performance of the duties of the
successor Secured Party under this Agreement, and (ii) execute (if necessary) and deliver to such
successor Secured Party such amendments to financing statements, and take such other actions, as
may be necessary or appropriate in connection with the assignment to such successor Secured Party
of the security interests created hereunder, whereupon such retiring Secured Party shall be
discharged from its duties and obligations under this Agreement. After any retiring Agent’s
resignation hereunder as Secured Party, the provisions of this Agreement



20









 







shall inure to its benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was Secured Party hereunder.



          (c) Secured Party shall not be deemed to have any duty whatsoever with respect to any Hedge
Bank or any Cash Management Bank until it shall have received written notice in form and substance
satisfactory to Secured Party from a Grantor or the Hedge Bank or the Cash Management Bank as to
the existence and terms of the applicable Secured Hedge Agreement or Secured Cash Management
Agreement.



SECTION 21. Additional Grantors.




          The initial Grantors hereunder shall be Borrower and such of the Subsidiaries of Borrower as
are signatories hereto on the date hereof. From time to time subsequent to the date hereof,
additional Subsidiaries of Borrower may become Additional Grantors, by executing a Counterpart.
Upon delivery of any such Counterpart to Secured Party, notice of which is hereby waived by
Grantors, each such Additional Grantor shall be a Grantor and shall be as fully a party hereto as
if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the addition or release of
any other Grantor hereunder, nor by any election of Secured Party not to cause any Subsidiary of
Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to
any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder.



SECTION 22. Amendments; Etc.




          No amendment, modification, termination or waiver of any provision of this Agreement, and no
consent to any departure by any Grantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by Secured Party and, in the case of any such amendment or
modification, by Grantors; provided this Agreement may be modified by the execution of a
Counterpart by an Additional Grantor in accordance with Section 21 hereof and Grantors hereby waive
any requirement of notice of or consent to any such amendment. Any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it was given.



SECTION 23. Notices.




          Any notice or other communication herein required or permitted to be given shall be in writing
and may be personally served or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier service, upon receipt of
telefacsimile, or three Business Days after depositing it in the United States mail, certified or
registered, with postage prepaid and properly addressed; provided that notices to Secured
Party shall not be effective until received. For the purposes hereof, the address of each party
hereto shall be as provided in subsection 10.2 of the Credit Agreement or as set forth under such
party’s name on the signature pages hereof or such other address as shall be designated by such
party in a written notice delivered to the other parties hereto.



SECTION 24. Failure or Indulgence Not Waiver; Remedies Cumulative.




21









 





          No failure or delay on the part of Secured Party in the exercise of any power, right or
privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of any such power,
right or privilege preclude any other or further exercise thereof or of any other power, right or
privilege. All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.



SECTION 25. Severability.




          In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.



SECTION 26. Headings.




          Section and subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose or be given
any substantive effect.



SECTION 27. Governing Law; Rules of Construction.




          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA (INCLUDING, WITHOUT LIMITATION, SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UCC
PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
CALIFORNIA, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION
OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL. The rules
of construction set forth in subsection 1.2 of the Credit Agreement shall be applicable to this
Agreement mutatis mutandis.



SECTION 28. Consent to Jurisdiction and Service of Process.




          ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF CALIFORNIA. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH GRANTOR,
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS;



22









 







(III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH GRANTOR AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 23 HEREOF; (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH GRANTOR IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; (V) AGREES THAT
SECURED PARTY RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST SUCH GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION; AND (VI) AGREES THAT THE
PROVISIONS OF THIS SECTION 28 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE
TO THE FULLEST EXTENT PERMISSIBLE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 410.40 OR
OTHERWISE.



SECTION 29. Waiver of Jury Trial.




          GRANTORS AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH GRANTOR AND
SECURED PARTY ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR GRANTORS AND SECURED PARTY
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT GRANTORS AND SECURED PARTY HAVE ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
RELATED FUTURE DEALINGS. EACH GRANTOR AND SECURED PARTY FURTHER WARRANT AND REPRESENT THAT EACH HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 29 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial
by the court.



SECTION 30. Counterparts.




          This Agreement may be executed in one or more counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be ) deemed an original,
but all such counterparts together shall constitute but one and the same



23









 







instrument; signature pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to the same document.



SECTION 31. Definitions.




          (a) Each capitalized term utilized in this Agreement that is not defined in the Credit
Agreement or in this Agreement, but that is defined in the UCC, including the categories of
Collateral listed in Section 1 hereof, shall have the meaning set forth in Divisions 1, 8 or 9 of
the UCC.



          (b) In addition, the following terms used in this Agreement shall have the following meanings:



     “Additional Grantor” means a Subsidiary of Borrower that becomes a party hereto after the date
hereof as an additional Grantor by executing a Counterpart.



     “Beneficiary” means Agent, each Lender, each Hedge Bank and each Cash Management Bank.



     “Cash Management Bank” means any Person that, at the time it enters into a Cash Management
Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.



     “Cash Management Agreement” means any agreement to provide cash management services, including
treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash
management arrangements.



     “Collateral” has the meaning set forth in Section 1 hereof.



     “Collateral Account” means the “Quidel Corporation Collateral Account” established pursuant to
Section 11.



     “Copyright Registrations” means all copyright registrations issued to any Grantor and
applications for copyright registration that have been or may hereafter be issued to, or applied
for thereon by, any Grantor in the United States and any state thereof and in foreign countries
(including, without limitation, the registrations set forth on Schedule 10 annexed hereto,
as the same may be amended pursuant hereto from time to time).



     “Copyright Rights” means all common law and other rights in and to the Copyrights in the
United States and any state thereof and in foreign countries including all copyright licenses (but
with respect to such copyright licenses, only to the extent permitted by such licensing
arrangements), the right (but not the obligation) to renew and extend Copyright Registrations and
any such rights and to register works protectable by copyright and the right (but not the
obligation) to sue in the name of any Grantor or in the name of Secured Party or Lenders for past,
present and future infringements of the Copyrights and any such rights.



     “Copyrights” means all items under copyright in various published and unpublished works of
authorship including, without limitation, computer programs, computer data bases,



24









 







other computer software layouts, trade dress, drawings, designs, writings, and formulas (including,
without limitation, the works set forth on Schedule 10 annexed hereto, as the same may be
amended pursuant hereto from time to time).



     “Counterpart” means a counterpart to this Agreement entered into by a Subsidiary of Borrower
pursuant to Section 21 hereof.



     “Credit Agreement” has the meaning set forth in the Preliminary Statements of this Agreement.



     “Equity Interests” means all shares of stock, partnership interests, interests in Joint
Ventures, limited liability company interests and all other equity interests in a Person, whether
such stock or interests are classified as Investment Property or General Intangibles under the UCC.



     “Event of Default” means any Event of Default as defined in the Credit Agreement or, after
payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the
cancellation or expiration of all Letters of Credit and the termination of the Commitments, the
occurrence of an Early Termination Date (as defined in a Master Agreement in the form prepared by
the International Swap and Derivatives Association, Inc. or a similar event under any similar swap
agreement) under any Secured Hedge Agreement or the occurrence of a default under a Cash Management
Agreement.



     “Grant” means a Grant of Trademark Security Interest, substantially in the form of Exhibit
I annexed hereto, and a Grant of Patent Security Interest, substantially in the form of
Exhibit II annexed hereto, and a Grant of Copyright Security Interest, substantially in the
form of Exhibit III annexed hereto.



     “Hedge Bank” means any Person that, at the time it enters into a Swap Contract permitted under
Article VII of the Credit Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a
party to such Swap Contract.



     “Intellectual Property Collateral” means, with respect to any Grantor all right, title and
interest (including rights acquired pursuant to a license or otherwise but only to the extent
permitted by agreements governing such license or other use) in and to all



          (a) Copyrights, Copyright Registrations and Copyright Rights, including, without limitation,
each of the Copyrights, rights, titles and interests in and to the Copyrights, all derivative works
and other works protectable by copyright, which are presently, or in the future may be, owned,
created (as a work for hire for the benefit of such Grantor), authored (as a work for hire for the
benefit of such Grantor), or acquired by such Grantor, in whole or in part, and all Copyright
Rights with respect thereto and all Copyright Registrations therefor, heretofore or hereafter
granted or applied for, and all renewals and extensions thereof, throughout the world;



          (b) Patents;



          (c) Trademarks, Trademark Registrations, the Trademark Rights and goodwill of such Grantor’s
business symbolized by the Trademarks and associated therewith;



25









 





          (d) all trade secrets, trade secret rights, know-how, customer lists, processes of production,
ideas, confidential business information, techniques, processes, formulas, and all other
proprietary information; and



          (e) all proceeds thereof (such as, by way of example and not by limitation, license royalties
and proceeds of infringement suits).



     “IP Supplement” means an IP Supplement, substantially in the form of Exhibit V annexed
hereto.



     “Patents” means all patents and patent applications and rights and interests in patents and
patent applications under any domestic or foreign law that are presently, or in the future may be,
owned or held by a Grantor and all patents and patent applications and rights, title and interests
in patents and patent applications under any domestic or foreign law that are presently, or in the
future may be, owned by such Grantor in whole or in part (including, without limitation, the
patents and patent applications set forth on Schedule 9 annexed hereto), all rights (but
not obligations) corresponding thereto to sue for past, present and future infringements and all
re-issues, divisions, continuations, renewals, extensions and continuations-in-part thereof.



     “Pledged Debt” means the Indebtedness from time to time owed to a Grantor, including the
Indebtedness set forth on Schedule 7 annexed hereto and issued by the obligors named
therein, the Instruments and certificates evidencing such Indebtedness and all interest, cash or
other property received, receivable or otherwise distributed in respect of or exchanged therefor.



     “Pledged Equity” means all Equity Interests now or hereafter owned by a Grantor, including all
securities convertible into, and rights, warrants, options and other rights to purchase or
otherwise acquire, any of the foregoing, including those owned on the date hereof and set forth on
Schedule 6 annexed hereto, the certificates or other instruments representing any of the
foregoing and any interest of such Grantor in the entries on the books of any securities
intermediary pertaining thereto and all distributions, dividends and other property received,
receivable or otherwise distributed in respect of or exchanged therefor but excluding any Equity
Interests that would be excluded from the Collateral on the basis of clause (a) of the last
paragraph of Section 1 hereof.



     “Pledged Subsidiary Debt” means Pledged Debt owed to a Grantor by any obligor that is, or
becomes, a direct or indirect Subsidiary of such Grantor, of which such Grantor is a direct or
indirect Subsidiary or that controls, is controlled by or under common control with such Grantor.



     “Pledged Subsidiary Equity” means Pledged Equity in a Person that is, or becomes a direct
Subsidiary of a Grantor.



     “Pledge Supplement” means a Pledge Supplement, in substantially the form of Exhibit IV
annexed hereto, in respect of the additional Pledged Equity or Pledged Debt pledged pursuant to
this Agreement.



     “Requisite Obligees” means either (i) Required Lenders or (ii), after payment in full of all
Obligations under the Credit Agreement and the other Loan Documents, the cancellation or



26









 







expiration of all Letters of Credit and the termination of the Commitments, the holders of a
majority of the aggregate amount then due and payable (exclusive of expenses and similar payments
but including, with respect to Secured Hedge Agreements, any early termination payments then due)
under the Secured Hedge Agreements and Secured Cash Management Agreements.



     “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into
by and between any Loan Party and any Cash Management Bank.



     “Secured Hedge Agreement” means any Swap Contract permitted under Article VII of the Credit
Agreement that is entered into by and between any Loan Party and any Hedge Bank.



     “Secured Obligations” has the meaning set forth in Section 2 hereof.



     “Securities Collateral” means, with respect to any Grantor, the Pledged Equity, the Pledged
Debt and any other Investment Property in which such Grantor has an interest.



     “Trademark Registrations” means all registrations that have been or may hereafter be issued or
applied for thereon in the United States and any state thereof and in foreign countries (including,
without limitation, the registrations and applications set forth on Schedule 8 annexed
hereto).



     “Trademark Rights” means all common law and other rights (but in no event any of the
obligations) in and to the Trademarks in the United States and any state thereof and in foreign
countries.



     “Trademarks” means all trademarks, service marks, designs, logos, indicia, tradenames, trade
dress, corporate names, company names, business names, fictitious business names, trade styles
and/or other source and/or business identifiers and applications pertaining thereto, owned by a
Grantor, or hereafter adopted and used, in its business (including, without limitation, the
trademarks specifically set forth on Schedule 8 annexed hereto).



     “UCC” means the Uniform Commercial Code, as it exists on the date of this Agreement or as it
may hereafter be amended, in the State of California.



27









 





     IN WITNESS WHEREOF, Grantors and Secured Party have caused this Agreement to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	QUIDEL CORPORATION

 	 
	 	By:  	/s/ Caren Mason
 	 
	 	 	Name:  	CAREN MASON 	 
	 	 	Title:  	PRESIDENT/CEO 	 
	 
	 	PACIFIC BIOTECH, INC.

 	 
	 	By:  	/s/ Caren Mason
 	 
	 	 	Name:  	CAREN MASON 	 
	 	 	Title:  	PRESIDENT/CEO 	 
	 
	 	METRA BIOSYSTEMS, INC.

 	 
	 	By:  	/s/ Caren Mason
 	 
	 	 	Name:  	CAREN MASON 	 
	 	 	Title:  	PRESIDENT/CEO 	 
	 
	 	OSTEO SCIENCES CORPORATION

 	 
	 	By:  	/s/ Caren Mason
 	 
	 	 	Name:  	CAREN MASON 	 
	 	 	Title:  	PRESIDENT/CEO 	 
	 
	 	LITMUS CONCEPTS, INC.

 	 
	 	By:  	/s/ Caren Mason
 	 
	 	 	Name:  	CAREN MASON 	 
	 	 	Title:  	PRESIDENT/CEO 	 
	 



S-1









 





Notice Address for each Grantor:




10165 McKellar Court

San Diego, CA 92121

Attention: Chief Financial Officer

Telephone: (858) 552-1100

Facsimile: (858) 646-8028

Electronic Mail: jradak@quidel.com




with a copy to:




10165 McKellar Court

San Diego, CA 92121

Attention: Legal Department

Telephone: (858) 552-1100

Facsimile: (858) 646-8028

Electronic Mail: rbujarski@quidel.com





S-2









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

as Agent and Secured Party

 	 
	 	By:  	/s/ Tiffany Shin
 	 
	 	 	Name:  	Tiffany Shin 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	Notice Address:

Bank of America, N.A.

Agency Management

Global Product Solutions

WA1-501-17-32

800 Fifth Avenue, Floor 17

Seattle WA 98104

Attn: Tiffany Shin, Assistant Vice President

Telephone: 206-358-0078

Telecopier: 415-343-0561

Electronic Mail: tiffany.shin@bankofamerica.com
 









S-3











 





EXHIBIT I TO

SECURITY AGREEMENT




FORM OF GRANT OF TRADEMARK SECURITY INTEREST




          WHEREAS, [NAME OF GRANTOR], a                      corporation (“Grantor”), owns and uses in its
business, and will in the future adopt and so use, various intangible assets, including the
Trademark Collateral (as defined below); and




          WHEREAS, Quidel Corporation, a Delaware corporation (“Borrower”), has entered into a Credit
Agreement dated as of October 8, 2008 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, being the “Credit Agreement”) with the financial
institutions named therein (collectively, together with their respective successors and assigns
party to the Credit Agreement from time to time, the “Lenders”), U.S. Bank N.A., as Syndication
Agent, and Bank of America, N.A., as Agent for the Lenders (in such capacity, “Secured Party”)
pursuant to which Lenders have made certain commitments, subject to the terms and conditions set
forth in the Credit Agreement, to extend certain credit facilities to Borrower; and




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more swap agreements (collectively, the “Secured
Hedge Agreements”) with one or more Persons that are Lenders or Affiliates of Lenders at the time
such Secured Hedge Agreements are entered into (in such capacity, collectively, “Hedge Banks”);




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more cash management agreement (collectively, the
“Secured Cash Management Agreements”) with one or more Persons that are Lenders or Affiliates of
Lenders at the time such Secured Cash Management Agreements are entered into (in such capacity,
collectively, “Cash Management Banks”); and




          [Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed and delivered that certain
Subsidiary Guaranty dated as of October 8, 2008 (said Subsidiary Guaranty, as it may heretofore
have been and as it may hereafter be further amended, restated, supplemented or otherwise modified
from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders, any
Hedge Banks and any Cash Management Banks, pursuant to which Grantor has guarantied the prompt
payment and performance when due of all obligations of Borrower under the Credit Agreement and the
other Loan Documents (as defined in the Credit Agreement) and all obligations of Loan Parties (as
defined in the Credit Agreement) under the Secured Hedge Agreements and the Secured Cash Management
Agreements, including, without limitation, the obligation of Loan Parties to make payments under
the Secured Hedge Agreements in the event of early termination thereof; and]




          WHEREAS, pursuant to the terms of a Security Agreement dated as of October 8, 2008 (said
Security Agreement, as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”),
among Grantor, Secured Party and the other grantors named therein,




I-1









 







Grantor has created in favor of Secured Party a security interest in, and Secured Party has become
a secured creditor with respect to, the Trademark Collateral;




          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence
further the security interest granted by Grantor to Secured Party pursuant to the Security
Agreement, Grantor hereby grants to Secured Party a security interest in all of Grantor’s right,
title and interest in and to the following, in each case whether now or hereafter existing or in
which Grantor now has or hereafter acquires an interest and wherever the same may be located (the
“Trademark Collateral”) to secure the Secured Obligations (as defined in the Security Agreement):





          (i) all rights, title and interest (including rights acquired pursuant to a license or
otherwise but only to the extent permitted by agreements governing such license or other use)
in and to all trademarks, service marks, designs, logos, indicia, tradenames, trade dress,
corporate names, company names, business names, fictitious business names, trade styles and/or
other source and/or business identifiers and applications pertaining thereto, owned by such
Grantor, or hereafter adopted and used, in its business (including, without limitation, the
trademarks set forth on Schedule A annexed hereto) (collectively, the “Trademarks”), all
registrations that have been or may hereafter be issued or applied for thereon in the United
States and any state thereof and in foreign countries (including, without limitation, the
registrations and applications set forth on Schedule A annexed hereto), all common law
and other rights (but in no event any of the obligations) in and to the Trademarks in the
United States and any state thereof and in foreign countries, and all goodwill of such
Grantor’s business symbolized by the Trademarks and associated therewith; and




          (ii) all proceeds, products, rents and profits of or from any and all of the foregoing
Trademark Collateral and, to the extent not otherwise included, all payments under insurance
(whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Trademark Collateral. For purposes of this Grant of Trademark Security Interest, the
term “proceeds” includes whatever is receivable or received when Trademark Collateral or
proceeds are sold, licensed, exchanged, collected or otherwise disposed of, whether such
disposition is voluntary or involuntary.



          Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured
Party with respect to the security interest in the Trademark Collateral granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.




[The remainder of this page is intentionally left blank.]





I-2









 








          IN WITNESS WHEREOF, Grantor has caused this Grant of Trademark Security Interest to be duly
executed and delivered by its officer thereunto duly authorized as of the ___ day of ______, ___.




	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



I-3









 






	 	 	 	 	 



SCHEDULE A

TO

GRANT OF TRADEMARK SECURITY INTEREST




	 	 	 	 	 	 	 
	

Owner
	 	Trademark

Description
	 	Registration/

Appl. Number
	 	Registration/

Appl. Date
	 
	 	 
	 	 
	 	 





I - Schedule A-1









 






EXHIBIT II TO

SECURITY AGREEMENT




FORM OF GRANT OF PATENT SECURITY INTEREST




          WHEREAS, [NAME OF GRANTOR], a                      corporation (“Grantor”), owns and uses in its
business, and will in the future adopt and so use, various intangible assets, including the Patent
Collateral (as defined below); and




          WHEREAS, Quidel Corporation, a Delaware corporation (“Borrower”), has entered into a Credit
Agreement dated as of October 8, 2008 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”) with the financial institutions
named therein (collectively, together with their respective successors and assigns party to the
Credit Agreement from time to time, the “Lenders”), U.S. Bank N.A., as Syndication Agent, and Bank
of America, N.A., as Agent for the Lenders (in such capacity, “Secured Party”), pursuant to which
Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Borrower; and




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more swap agreements (collectively, the “Secured
Hedge Agreements”) with one or more Persons that are Lenders or Affiliates of Lenders at the time
such Secured Hedge Agreements are entered into (in such capacity, collectively, “Hedge Banks”);




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more cash management agreement (collectively, the
“Secured Cash Management Agreements”) with one or more Persons that are Lenders or Affiliates of
Lenders at the time such Secured Cash Management Agreements are entered into (in such capacity,
collectively, “Cash Management Banks”); and




          [Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed and delivered that certain
Subsidiary Guaranty dated as of October 8, 2008 (said Subsidiary Guaranty, as it may heretofore
have been and as it may hereafter be further amended, restated, supplemented or otherwise modified
from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders, any
Hedge Banks and any Cash Management Banks, pursuant to which Grantor has guarantied the prompt
payment and performance when due of all obligations of Borrower under the Credit Agreement and the
other Loan Documents (as defined in the Credit Agreement) and all obligations of Loan Parties (as
defined in the Credit Agreement) under the Secured Hedge Agreements and Secured Cash Management
Agreements, including, without limitation, the obligation of Loan Parties to make payments under
the Secured Hedge Agreements in the event of early termination thereof; and]




          WHEREAS, pursuant to the terms of a Security Agreement dated as of October 8, 2008 (said
Security Agreement, as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”),
among Grantor, Secured Party and the other grantors named therein,




II-1









 







Grantor created in favor of Secured Party a security interest in, and Secured Party has become a
secured creditor with respect to, the Patent Collateral;




          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence
further the security interest granted by Grantor to Secured Party pursuant to the Security
Agreement, Grantor hereby grants to Secured Party a security interest in all of Grantor’s right,
title and interest in and to the following, in each case whether now or hereafter existing or in
which Grantor now has or hereafter acquires an interest and wherever the same may be located (the
“Patent Collateral”) to secure the Secured Obligations (as defined in the Security Agreement):





     (i) all rights, title and interest (including rights acquired pursuant to a license or
otherwise but only to the extent permitted by agreements governing such license or other use)
in and to all patents and patent applications and rights and interests in patents and patent
applications under any domestic or foreign law that are presently, or in the future may be,
owned or held by such Grantor and all patents and patent applications and rights, title and
interests in patents and patent applications under any domestic or foreign law that are
presently, or in the future may be, owned by such Grantor in whole or in part (including,
without limitation, the patents and patent applications set forth on Schedule A annexed
hereto), all rights (but not obligations) corresponding thereto to sue for past, present and
future infringements and all re-issues, divisions, continuations, renewals, extensions and
continuations-in-part thereof; and




     (ii) all proceeds, products, rents and profits of or from any and all of the foregoing
Patent Collateral and, to the extent not otherwise included, all payments under insurance
(whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Patent Collateral. For purposes of this Grant of Patent Security Interest, the term
“proceeds” includes whatever is receivable or received when Patent Collateral or proceeds are
sold, licensed, exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.



          Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured
Party with respect to the security interest in the Patent Collateral granted hereby are more fully
set forth in the Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.




[The remainder of this page intentionally left blank.]




II - 2









 








          IN WITNESS WHEREOF, Grantor has caused this Grant of Patent Security Interest to be duly executed
and delivered by its officer thereunto duly authorized as of the ___ day of ______, ___.




	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



II-3









 






	 	 	 	 	 



SCHEDULE A

TO

GRANT OF PATENT SECURITY INTEREST




Patents Issued:




	 	 	 	 	 	 	 
	Patent No.
	 	Issue Date
	 	Invention
	 	Inventor(s)
	 
	 	 
	 	 
	 	 





Patents Pending:




	 	 	 	 	 	 	 	 	 
	Applicant’s 

Name
	 	Date

Filed
	 	Application

Number
	 	

Invention
	 	

Inventor(s)
	 
	 	 
	 	 
	 	 
	 	 





II - Schedule A-1









 






EXHIBIT III TO

SECURITY AGREEMENT




FORM OF GRANT OF COPYRIGHT SECURITY INTEREST




          WHEREAS, [NAME OF GRANTOR], a                      corporation (“Grantor”), owns and uses in its
business, and will in the future adopt and so use, various intangible assets, including the
Copyright Collateral (as defined below); and




          WHEREAS, Quidel Corporation, a Delaware corporation (“Borrower”), has entered into a Credit
Agreement dated as of October 8, 2008 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”) with the financial institutions
named therein (collectively, together with their respective successors and assigns party to the
Credit Agreement from time to time, the “Lenders”), U.S. Bank N.A., as Syndication Agent, and Bank
of America, N.A., as Agent for the Lenders (in such capacity, “Secured Party”), pursuant to which
Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit
Agreement, to extend certain credit facilities to Borrower; and




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more swap agreements (collectively, the “Secured
Hedge Agreements”) with one or more Persons that are Lenders or Affiliates of Lenders at the time
such Secured Hedge Agreements are entered into (in such capacity, collectively, “Hedge Banks”);




          WHEREAS, any Loan Party (as defined in the Credit Agreement) may from time to time enter, or
may from time to time have entered, into one or more cash management agreement (collectively, the
“Secured Cash Management Agreements”) with one or more Persons that are Lenders or Affiliates of
Lenders at the time such Secured Cash Management Agreements are entered into (in such capacity,
collectively, “Cash Management Banks”); and




          [Insert if Grantor is a Subsidiary:] [WHEREAS, Grantor has executed and delivered that certain
Subsidiary Guaranty dated as of October 8, 2008 (said Subsidiary Guaranty, as it may heretofore
have been and as it may hereafter be further amended, restated, supplemented or otherwise modified
from time to time, being the “Guaranty”) in favor of Secured Party for the benefit of Lenders, any
Hedge Banks and any Cash Management Banks pursuant to which Grantor has guarantied the prompt
payment and performance when due of all obligations of Borrower under the Credit Agreement and the
other Loan Documents (as defined in the Credit Agreement) and all obligations of Loan Parties (as
defined in the Credit Agreement) under the Secured Hedge Agreements and the Secured Cash Management
Agreements, including, without limitation, the obligation of Loan Parties to make payments under
the Secured Hedge Agreements in the event of early termination thereof; and]




          WHEREAS, pursuant to the terms of a Security Agreement dated as of October 8, 2008 (said
Security Agreement, as it may heretofore have been and as it may hereafter be further amended,
restated, supplemented or otherwise modified from time to time, being the “Security Agreement”),
among Grantor, Secured Party and the other grantors named therein,




III-1









 







Grantor created in favor of Secured Party a security interest in, and Secured Party has become a
secured creditor with respect to, the Copyright Collateral;




          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, subject to the terms and conditions of the Security Agreement, to evidence
further the security interest granted by Grantor to Secured Party pursuant to the Security
Agreement, Grantor hereby grants to Secured Party a security interest in all of Grantor’s right,
title and interest in and to the following, in each case whether now or hereafter existing or in
which Grantor now has or hereafter acquires an interest and wherever the same may be located (the
“Copyright Collateral”) to secure the Secured Obligations (as defined in the Security Agreement):





     (i) all rights, title and interest (including rights acquired pursuant to a license or
otherwise but only to the extent permitted by agreements governing such license or other use)
under copyright in various published and unpublished works of authorship including, without
limitation, computer programs, computer data bases, other computer software layouts, drawings,
designs, writings, and formulas (including, without limitation, the works set forth on
Schedule A annexed hereto, as the same may be amended pursuant hereto from time to
time) (collectively, the “Copyrights”), all copyright registrations issued to Grantor and
applications for copyright registration that have been or may hereafter be issued or applied
for thereon in the United States and any state thereof and in foreign countries (including,
without limitation, the registrations set forth on Schedule A annexed hereto, as the
same may be amended pursuant hereto from time to time) (collectively, the “Copyright
Registrations”), all common law and other rights in and to the Copyrights in the United States
and any state thereof and in foreign countries including all copyright licenses (but with
respect to such copyright licenses, only to the extent permitted by such licensing
arrangements) (the “Copyright Rights”), including, without limitation, each of the Copyrights,
rights, titles and interests in and to the Copyrights, all derivative works and other works
protectable by copyright, which are presently, or in the future may be, owned, created (as a
work for hire for the benefit of Grantor), authored (as a work for hire for the benefit of
Grantor), or acquired by Grantor, in whole or in part, and all Copyright Rights with respect
thereto and all Copyright Registrations therefor, heretofore or hereafter granted or applied
for, and all renewals and extensions thereof, throughout the world, including all proceeds
thereof (such as, by way of example and not by limitation, license royalties and proceeds of
infringement suits), the right (but not the obligation) to renew and extend such Copyright
Registrations and Copyright Rights and to register works protectable by copyright and the
right (but not the obligation) to sue in the name of such Grantor or in the name of Secured
Party or Lenders for past, present and future infringements of the Copyrights and Copyright
Rights; and




     (ii) all proceeds, products, rents and profits of or from any and all of the foregoing
Copyright Collateral and, to the extent not otherwise included, all payments under insurance
(whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Copyright Collateral. For purposes of this Grant of Copyright Security Interest, the
term “proceeds” includes whatever is receivable or



III-2









 






received when Copyright Collateral or proceeds are sold, licensed, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary.



          Grantor does hereby further acknowledge and affirm that the rights and remedies of Secured
Party with respect to the security interest in the Copyright Collateral granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.





III-3









 








          IN WITNESS WHEREOF, Grantor has caused this Grant of Copyright Security Interest to be duly
executed and delivered by its officer thereunto duly authorized as of the ___ day of ______,
___.




	 	 	 	 	 
	 	[NAME OF GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



III-4









 






	 	 	 	 	 



SCHEDULE A

TO

GRANT OF COPYRIGHT SECURITY INTEREST




U.S. Copyright Registrations:




	 	 	 	 	 	 	 
	Title
	 	Registration No.
	 	Date of Issue
	 	Registered Owner
	 
	 	 
	 	 
	 	 





Foreign Copyright Registrations:




	 	 	 	 	 	 	 
	Country
	 	Title
	 	Registration No.
	 	Date of Issue
	 
	 	 
	 	 
	 	 





Pending U.S. Copyright Registration Applications:




	 	 	 	 	 	 	 
	Title
	 	Appl. No.
	 	Date of Application
	 	Copyright Claimant
	 
	 	 
	 	 
	 	 





Pending Foreign Copyright Registration Applications:




	 	 	 	 	 	 	 
	Country
	 	Title
	 	Appl. No.
	 	Date of Application
	 
	 	 
	 	 
	 	 





III - Schedule A-1









 






EXHIBIT IV TO

SECURITY AGREEMENT




PLEDGE SUPPLEMENT




          This Pledge Supplement, dated as of                     , is delivered pursuant to the Security
Agreement, dated as of October 8, 2008 between                             , a                         
(“Grantor”), the other
Grantors named therein, and Bank of America, N.A., as Secured Party (said Security Agreement, as it
may heretofore have been and as it may hereafter be further amended, restated, supplemented or
otherwise modified from time to time, being the “Security Agreement”). Capitalized terms used
herein not otherwise defined herein shall have the meanings ascribed thereto in the Security
Agreement.




          Grantor hereby agrees that the [Pledged Equity] [Pledged Debt] set forth on Schedule A annexed
hereto shall be deemed to be part of the [Pledged Equity] [Pledged Debt] and shall become part of
the Securities Collateral and shall secure all Secured Obligations.




          IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and
delivered by its duly authorized officer as of                         .




	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 



IV-1









 






	 	 	 	 	 



SCHEDULE A

TO

PLEDGE SUPPLEMENT





IV - Schedule A-1









 








EXHIBIT V TO

SECURITY AGREEMENT




IP SUPPLEMENT




          This IP SUPPLEMENT, dated as of                     , is delivered pursuant to and supplements (i) the
Security Agreement, dated as of October 8, 2008 (said Security Agreement, as it may heretofore have
been and as it may hereafter be further amended, restated, supplemented or otherwise modified from
time to time, being the “Security Agreement”), among Quidel Corporation, [Insert Name of Grantor]
(“Grantor”), the other grantors named therein, and Bank of America, N.A., as Secured Party, and
(ii) the [Grant of Trademark Security Interest] [Grant of Patent Security Interest] [Grant of
Copyright Security Interest] dated as of                     , ___ (the “Grant”) executed by Grantor.
Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto
in the Grant.




          Grantor grants to Secured Party a security interest in all of Grantor’s right, title and
interest in and to the [Trademark Collateral] [Patent Collateral] [Copyright Collateral] set forth
on Schedule A annexed hereto. All such [Trademark Collateral] [Patent Collateral] [Copyright
Collateral] shall be deemed to be part of the [Trademark Collateral] [Patent Collateral] [Copyright
Collateral] and shall be hereafter subject to each of the terms and conditions of the Security
Agreement and the Grant.




          IN WITNESS WHEREOF, Grantor has caused this IP Supplement to be duly executed and delivered by
its duly authorized officer as of                     .




	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 



V-1









 






	 	 	 	 	 



EXHIBIT VI TO

SECURITY AGREEMENT




FORM OF COUNTERPART




          
COUNTERPART (this “Counterpart”), dated as of ______, is delivered pursuant to Section 21 of
the Security Agreement referred to below. The undersigned hereby agrees that this Counterpart may
be attached to the Security Agreement, dated as of October 8, 2008 (said Security Agreement, as it
may heretofore have been and as it may hereafter be further amended, restated, supplemented or
otherwise modified from time to time being the “Security Agreement”; capitalized terms used herein
not otherwise defined herein shall have the meanings ascribed therein), among Quidel Corporation,
the other Grantors named therein, and Bank of America, N.A., as Secured Party. The undersigned by
executing and delivering this Counterpart hereby becomes a Grantor under the Security Agreement in
accordance with Section 21 thereof and agrees to be bound by all of the terms thereof. Without
limiting the generality of the foregoing, the undersigned hereby:






     (i) authorizes the Secured Party to add the information set forth on the Schedules to
this Agreement to the correlative Schedules attached to the Security Agreement;




     (ii) agrees that all Collateral of the undersigned, including the items of property
described on the Schedules hereto, shall become part of the Collateral and shall secure all
Secured Obligations; and




     (iii) makes the representations and warranties set forth in the Security Agreement, as
amended hereby, to the extent relating to the undersigned.



	 	 	 	 	 
	 	[NAME OF ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



VI-1









 






	 	 	 	 	 



SCHEDULE 1

TO

SECURITY AGREEMENT




Commercial Tort Claims 




None





 









 








SCHEDULE 2

TO

SECURITY AGREEMENT




Filing Offices




	 	 	 
	GRANTOR	 	FILING OFFICE
	QUIDEL CORPORATION

	 	Delaware Secretary of State
	PACIFIC BIOTECH, INC.

	 	California Secretary of State
	METRA BIOSYSTEMS, INC.

	 	California Secretary of State
	OSTEO SCIENCES CORPORATION

	 	Oregon Secretary of State
	LITMUS CONCEPTS, INC.

	 	California Secretary of State







2











 





SCHEDULE 3

TO

SECURITY AGREEMENT




Office Locations, Type and Jurisdiction of Organization, Organization Number




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of	 	Office	 	Jurisdiction of	 	Organization
	Name of Grantor	 	 Organization	 	Locations	 	Organization	 	Number
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corporation

	 	Corporation
	 	10165 McKellar

Court

San Diego, CA

92121
	 	Delaware

Corporation
	 	 	2130032	 
	 
	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Corporation
	 	2981 Copper

Road

Santa Clara, CA

95051
	 	California

Corporation
	 	 	1513174	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	10165 McKellar

Court

San Diego, CA

92121	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts, Inc.

	 	Corporation
	 	2981 Copper

Road

Santa Clara, CA

95051
	 	California

Corporation
	 	 	1279316	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	10165 McKellar

Court

San Diego, CA

92121	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pacific Biotech, Inc.

	 	California
	 	10165 McKellar

Court

San Diego, CA

92121
	 	California

Corporation
	 	 	1077141	 
	 
	 	 	 	 	 	 	 	 	 	 
	Osteo Sciences 

Corporation

	 	Corporation
	 	10165 McKellar

Court

San Diego, CA

92121
	 	Oregon

Corporation
	 	 	282039-82	 






3









 






SCHEDULE 4

TO

SECURITY AGREEMENT




Locations of Equipment and Inventory




	 	 	 
	Name of Grantor	 	Locations of Equipment and Inventory
	 
	 	 
	Quidel Corporation

	 	10165 McKellar Court San Diego, CA 92121
	 
	 	 
	Metra Biosystems, Inc.

	 	2981 Copper Road Santa Clara, CA 95051
	 
	 	 
	Litmus Concepts, Inc.

	 	None
	 
	 	 
	Osteo Sciences Corporation

	 	None
	 
	 	 
	Pacific Biotech, Inc.

	 	None






4









 






SCHEDULE 5

TO

SECURITY AGREEMENT




Other Names




None






5









 








SCHEDULE 6

TO

SECURITY AGREEMENT




Pledged Subsidiary Equity




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Equity	 	 	 	 	 	Amount of	 	Percentage of
	 	 	of	 	Certificate	 	Par	 	Equity	 	Outstanding
	Equity Issuer	 	Equity	 	Nos.	 	Value	 	Interests	 	Equity Pledged
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific Biotech, Inc.

	 	Common
	 	C-l
	 	No Par
	 	100 shares
	 	100% owned by

Quidel Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Common
	 	C-l
	 	No Par
	 	1,000 shares
	 	100% owned by

Quidel Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Osteo Sciences Corporation

	 	Common
	 	C-l
	 	No Par
	 	100 shares
	 	100% owned by
	 

	 	 	 	 	 	 	 	 	 	 	 	Metra Biosystems,
	 

	 	 	 	 	 	 	 	 	 	 	 	Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts, Inc.

	 	Common
	 	C-l
	 	$	0.001	 	 	1,000 shares
	 	100% owned by

Quidel Corporation






6









 






SCHEDULE 7

TO

SECURITY AGREEMENT




Pledged Subsidiary Debt




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dollars in thousands
	 	 	-1	 	-2	 	-3	 	-4	 	-5	 	-6	 	-7	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Metra	 	 
	 	 	 	 	 	 	Metra	 	Litmus	 	Quidel	 	Metra	 	Metra Biosystems,	 	Biosystems,	 	 
	 	 	Quidel	 	Biosystems,	 	Concepts,	 	Deutchland,	 	Biosystems,	 	Quidel Limited	 	Quidel	 	 
	 	 	Corporation	 	Inc.	 	Inc.	 	GMBH	 	GMBH	 	(Italy)	 	Limited (UK)	 	Total
	 	 	 
	Quidel Corporation
	 	 	—	 	 	 	1,266	 	 	 	(5,635	)	 	 	(755	)	 	 	1,054	 	 	 	(281	)	 	 	(349	)	 	 	(4,700	)
	Quidel Deutchland,
GMBH
	 	 	755	 	 	 	1,570	 	 	 	—	 	 	 	—	 	 	 	28	 	 	 	(153	)	 	 	(109	)	 	 	2,091	 
	 
	Litmus Concepts,
Inc.
	 	 	5,635	 	 	 	(1,027	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,608	 
	 
	Metra Biosystems,
Inc.
	 	 	(1,266	)	 	 	—	 	 	 	1,027	 	 	 	(1,570	)	 	 	(1,914	)	 	 	(1,091	)	 	 	(2,431	)	 	 	(7,245	)
	Metra Biosystems,
Quidel Limited (UK)
	 	 	349	 	 	 	2,431	 	 	 	—	 	 	 	109	 	 	 	—	 	 	 	(803	)	 	 	—	 	 	 	2,086	 
	Metra Biosystems,
GMBH
	 	 	(1,054	)	 	 	1,914	 	 	 	—	 	 	 	(28	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	832	 
	Metra Biosystems,
Quidel Limited
(Italy)
	 	 	281	 	 	 	1,091	 	 	 	—	 	 	 	153	 	 	 	—	 	 	 	—	 	 	 	803	 	 	 	2,328	 
	 	 	 
	 
	Intercompany
	 	 	4,700	 	 	 	7,245	 	 	 	(4,608	)	 	 	(2,091	)	 	 	(832	)	 	 	(2,328	)	 	 	(2,086	)	 	 	—	 
	 	 	 


















 





SCHEDULE 8


TO 


SECURITY AGREEMENT




US Trademarks:




	 	 	 	 	 	 	 	 	 
	 	 	Serial	 	Reg.	 	 	 	Registration or
	Registered Owner	 	Number	 	Number	 	Word Mark	 	Filing Date
	Quidel Corp.
	 	78521973
	 	 	 	RESEARCH TO RAPIDS
	 	November 23, 2004
	Quidel Corp.
	 	78279893
	 	2858136
	 	METRA
	 	June 29, 2004
	Quidel Corp.
	 	78408836
	 	2970418
	 	GII
	 	July 19, 2005
	Quidel Corp.
	 	78406734
	 	3134897
	 	RUB ’N READ
	 	September 23, 1997
	Quidel Corp.
	 	76415254
	 	2760146
	 	QUICKVUE ADVANCE
	 	September 2, 2003
	Quidel Corp.
	 	77240709
	 	 	 	LIT
	 	September 27, 2007
	Quidel Corp.
	 	76428892
	 	2952356
	 	LTF
	 	May 17, 2005
	Quidel Corp.
	 	76415283
	 	2749808
	 	QUICKVUE+
	 	August 12, 2003
	Quidel Corp.
	 	75318130
	 	2246613
	 	SEMI-Q
	 	May 18, 1999
	Quidel Corp.
	 	77216826
	 	3397700
	 	ONE VISIT, ONE TEST, ONE TIME
	 	March 18, 2008
	Quidel Corp.
	 	75183365
	 	2103404
	 	QUICKVUE IN-LINE
	 	October 7, 1997
	Quidel Corp.
	 	75005998
	 	2015305
	 	QUIDEL
	 	November 12, 1996
	Quidel Corp.
	 	74802108
	 	1932393
	 	RAPIDVUE
	 	October 31, 1995
	Quidel Corp.
	 	74801126
	 	1777007
	 	QUICKVUE
	 	June 15, 1993
	Quidel Corp.
	 	73824432
	 	1595172
	 	OVUKIT
	 	May 8, 1990
	Quidel Corp.
	 	73502975
	 	1361265
	 	QUIDEL
	 	September 24, 1985
	Quidel Corp.
	 	77240648
	 	 	 	LAB IN A TUBE
	 	July 27, 2007
	Quidel Corp.
	 	77405521
	 	 	 	QUICKVUE FIT
	 	February 25, 2008
	Quidel Corp.
	 	77385811
	 	 	 	TEST AND TREAT TODAY
	 	January 31, 2008
	Quidel Corp.
	 	75052787
	 	2131718
	 	TEST DEVICE CONFIGURATION &
DESIGN
	 	January 27, 1988
	Quidel Corp.
	 	77267312
	 	3426296
	 	QUICKVUE
	 	May 18, 2008






	 	 	 	 	 	 	 	 	 
	 	 	Serial	 	Reg.	 	 	 	Registration or
	Registered Owner	 	Number	 	Number	 	Word Mark	 	Filing Date
	Pacific Biotech
	 	73788720
	 	1694186
	 	PACIFIC BIOTECH
	 	June 16, 1992
	Pacific Biotech
	 	73708085
	 	1504561
	 	CARDS
	 	September 20, 1988






Foreign Trademarks:




	 	 	 	 	 	 	 	 	 
	Quidel Corp.
	 	BLUEPOINT
	 	Hong Kong
	 	2050/1988 


01/25/1988
	 	4134/1991
	Quidel Corp.
	 	BLUEPOINT
	 	Ireland
	 	11/23/1987
	 	125164






 









 






	 	 	 	 	 	 	 	 	 
	Quidel Corp.
	 	BLUEPOINT
	 	Ireland
	 	11/23/1987
	 	125165
	Quidel Corp.
	 	BLUETEST
	 	Canada
	 	08/07/1985
	 	320442


11/07/1986
	Quidel Corp.
	 	BLUETEST
	 	Denmark
	 	VA 3848-1985 

07/09/1985
	 	VR 819/1987 

02/13/1987
	Quidel Corp.
	 	BLUETEST
	 	European
Union
	 	004132833 

11/19/2004
	 	4132833


10/6/2006
	Quidel Corp.
	 	BLUETEST
	 	Finland
	 	T200401540 

06/16/2004
	 	98324 


4/21/1987
	Quidel Corp.
	 	BLUETEST
	 	South Africa
	 	95/7548 

06/14/1995
	 	95/7548 


03/23/1998
	Quidel Corp.
	 	CAMEO
	 	Canada
	 	665955 

09/07/1990
	 	TMA452288 

12/29/1995
	Quidel Corp.
	 	CAMEO
	 	Malaysia
	 	MA/5949/90 

09/08/1990
	 	90/05949 

08/22/1994
	Quidel Corp.
	 	CAMEO
	 	New Zealand
	 	204584 

09/05/1990
	 	204584 


11/17/1994
	Quidel Corp.
	 	CAMEO
	 	Philippines
	 	110640 

08/16/1996
	 	4-1996113062 

01/25/2001
	Quidel Corp.
	 	CARDS+ - OS
(Design)
	 	Germany
	 	40160/5 WZ 

10/18/1990
	 	2001850 


06/18/1991
	Quidel Corp.
	 	CARDS+ - OS
(Design)
	 	Italy
	 	42132C/90 

10/19/1990
	 	601766 


07/14/1993
	Quidel Corp.
	 	CARDS+ - OS
(Design)
	 	Korea
(South)
	 	90-29047 

09/27/1990
	 	220703 


09/02/1991
	Quidel Corp.
	 	CARDS+ - OS
(Design)
	 	New Zealand
	 	205006 

09/25/1990
	 	205006 

06/24/1994
	Quidel Corp.
	 	CARDS+ - OS (design)
	 	Switzerland
	 	08/02/1991
	 	385645
	Quidel Corp.
	 	CARDSsOS+
(Design)
	 	Taiwan
	 	79044439 

10/11/1990
	 	535857


10/01/1991
	Quidel Corp.
	 	CONCISE
	 	Austria
	 	AM 5973/90 

11/23/1990
	 	140850


03/09/1992
	Quidel Corp.
	 	CONCISE
	 	Finland
	 	6181/90 

11/28/1990
	 	122097 


09/21/1992
	Quidel Corp.
	 	CONCISE
	 	France
	 	250918 

11/21/1990
	 	1628928


10/23/2000
	Quidel Corp.
	 	CONCISE
	 	Germany
	 	H 64765/5Wz 

12/18/1990
	 	2017447


07/20/1992
	Quidel Corp.
	 	CONCISE
	 	Greece
	 	108817 

04/30/1992
	 	108817 


01/17/1995
	Quidel Corp.
	 	CONCISE
	 	Japan
	 	134072/90 

12/03/1990
	 	2718482 


12/25/1996
	Quidel Corp.
	 	CONCISE
	 	Poland
	 	Z 106971 

03/10/1992
	 	80493 


01/30/1995
	Quidel Corp.
	 	CONCISE
	 	Sweden
	 	90-10795 

11/23/1990
	 	242717 


11/27/1992
	Litmus Concepts
	 	FEMEXAM
	 	Canada
	 	841398 

04/07/1997
	 	TMA527076 

04/27/2000






9









 






	 	 	 	 	 	 	 	 	 
	Litmus Concepts
	 	FEMEXAM
	 	China
	 	9800139811

 12/11/1998
	 	1389496 


04/28/2000
	Litmus Concepts
	 	FEMEXAM
	 	Japan
	 	10-81152 

09/24/1998
	 	4321000 


10/01/1999
	Litmus Concepts
	 	FEMEXAM
	 	Taiwan
	 	8747519 

09/25/1998
	 	858881 


07/16/1999
	Quidel Corp.
	 	gII
	 	Australia
	 	990024 


02/20/2004
	 	990024


01/23/2006
	Quidel Corp.
	 	gII
	 	European
Union
	 	003666963 

02/20/2004
	 	003666963 

08/03/2005
	Quidel Corp.
	 	gII
	 	Mexico
	 	644458 


02/19/2004
	 	827874


03/30/2004
	Quidel Corp.
	 	gII
	 	Switzerland
	 	51105/2004 

02/20/2004
	 	522356 


06/22/2004
	Quidel Corp.
	 	LTF
	 	Barbados
	 	12/02/2002
	 	81/17616 

09/03/2003
	Quidel Corp.
	 	LTF
	 	Canada
	 	1153014 


09/18/2002
	 	615056


07/16/2004
	Quidel Corp.
	 	LTF
	 	China
	 	3333083


10/11/2002
	 	3333083


03/28/2004
	Quidel Corp.
	 	LTF
	 	European
Union
	 	002856383 

09/18/2002
	 	002856383 

12/18/2003
	Quidel Corp.
	 	LTF
	 	Guatemala
	 	M-8376-2002 

11/27/2002
	 	123519


04/28/2003
	Quidel Corp.
	 	LTF
	 	Jamaica
	 	42946


09/20/2002
	 	42946


09/20/2002
	Quidel Corp.
	 	LTF
	 	Japan
	 	2002-086907 

10/15/2002
	 	4723149


10/31/2003
	Quidel Corp.
	 	LTF
	 	Korea (South)
	 	2002-46314 

10/09/2002
	 	580321


04/16/2004
	Quidel Corp.
	 	LTF
	 	Mexico
	 	577322


11/28/2002
	 	812976


11/19/2003
	Quidel Corp.
	 	LTF
	 	Norway
	 	2002 09490 

10/09/2002
	 	218910 


05/15/2003
	Quidel Corp.
	 	LTF
	 	Poland
	 	Z0256252 


10/14/2002	 	 
	Quidel Corp.
	 	LTF
	 	Taiwan
	 	91-042421 

10/08/2002
	 	1064966


11/16/2003
	Quidel Corp.
	 	LTF
	 	Venezuela
	 	2002-018246


11/21/2002
	 	P-251039 

04/12/2004
	Quidel Corp.
	 	METRA & Design
	 	European
Union
	 	003961117 

07/30/2004
	 	00396117 

11/30/2007
	Quidel Corp.
	 	MODEL
	 	Canada
	 	521383


05/02/1984
	 	309896


12/27/1985
	Quidel Corp.
	 	MODEL
	 	Germany
	 	M54677/1WZ 

04/26/1984
	 	1081178


04/26/1984
	Quidel Corp.
	 	QCARD
	 	Canada
	 	879663


05/28/1998
	 	TMA545849 

05/30/2001
	Quidel Corp.
	 	QUICKVUE
	 	Argentina
	 	2004274


10/12/1995
	 	1640987


08/07/1997






10









 






	 	 	 	 	 	 	 	 	 
	Quidel Corp.
	 	QUICKVUE
	 	Australia
	 	710401 


06/19/1996
	 	710401


06/20/1997
	Quidel Corp.
	 	QUICKVUE
	 	Benelux
	 	824974


04/06/1994
	 	550425


04/06/1994
	Quidel Corp.
	 	QUICKVUE
	 	Brazil
	 	818974699


12/13/1995
	 	818974699 

09/01/1998
	Quidel Corp.
	 	QUICKVUE
	 	Chile
	 	327868


12/04/1995
	 	473523


12/05/1996
	Quidel Corp.
	 	QUICKVUE
	 	Finland
	 	1846/94


04/13/1994
	 	137824


05/22/1995
	Quidel Corp.
	 	QUICKVUE
	 	France
	 	93/487498 

10/13/1993
	 	93/487498 

10/13/1993
	Quidel Corp.
	 	QUICKVUE
	 	France
	 	94519252 

05/06/1994
	 	94519252 

05/06/1994
	Quidel Corp.
	 	QUICKVUE
	 	Germany
	 	Ql 806/5 WZ 

10/11/1993
	 	2077892


09/19/1994
	Quidel Corp.
	 	QUICKVUE
	 	Italy
	 	RM2003C005366 

10/18/1993
	 	662442


09/11/1995
	Quidel Corp.
	 	QUICKVUE
	 	Japan
	 	5-104359 

10/14/1993
	 	4490976 

07/13/2001
	Quidel Corp.
	 	QUICKVUE
	 	Malaysia
	 	96/08376


07/25/1996	 	 
	Quidel Corp.
	 	QUICKVUE
	 	Mexico
	 	120695


12/06/1995
	 	656174


05/30/2000
	Quidel Corp.
	 	QUICKVUE
	 	New Zealand
	 	263382


06/11/1996
	 	263382


06/11/1996
	Quidel Corp.
	 	QUICKVUE
	 	Norway
	 	94.2119


04/11/1994
	 	168401


06/22/1995
	Quidel Corp.
	 	QUICKVUE
	 	Philippines
	 	110638


08/16/1996
	 	41996113060


11/14/2000
	Quidel Corp.
	 	QUICKVUE
	 	Singapore
	 	S/6154/96


06/17/1996	 	 
	Quidel Corp.
	 	QUICKVUE
	 	Spain
	 	1910922 

06/28/1994
	 	1910922

 06/05/1995
	Quidel Corp.
	 	QUICKVUE
	 	Taiwan
	 	85-029972 

06/18/1996
	 	756904


04/16/1997
	Quidel Corp.
	 	QUICKVUE
	 	Thailand
	 	317006


09/10/1996
	 	Kor66965
	Quidel Corp.
	 	QUICKVUE
	 	United
Kingdom
	 	1550030 

10/08/1993
	 	1550030 

09/19/2000
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Barbados
	 	12/02/2002
	 	81/17617 

6/15/1993
	Quidel Corp.
	 	QUICKVUE ADVANCE
	 	Brazil
	 	825020573


10/18/2002	 	 
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Canada
	 	1153016


09/18/2002
	 	618208


08/31/2004
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	China
	 	3333082 

10/11/2002
	 	3333082 

03/28/2004
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	European
Union
	 	2856375 

09/18/2002
	 	002856375 

12/18/2003






11









 






	 	 	 	 	 	 	 	 	 
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Guatemala
	 	M-8375-2002 

11/27/2002
	 	123719


05/13/2003
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Honduras
	 	17467-02


12/04/2002
	 	88509


08/18/2003
	Quidel Corp.
	 	QUICKVUE ADVANCE
	 	Jamaica
	 	42947


09/20/2002
	 	42947


09/20/2002
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Japan
	 	2002-086906

 10/15/2002
	 	4661972


04/11/2003
	Quidel Corp.
	 	QUICKVUE ADVANCE
	 	Korea (South)
	 	2002-46313 

10/09/2002
	 	581757


05/04/2004
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Mexico
	 	577323


11/28/2002
	 	786881


04/15/2003
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Norway
	 	2002 09491 

10/09/2002
	 	218821


05/08/2003
	Quidel Corp.
	 	QUICKVUE ADVANCE
	 	Poland
	 	Z-256250


10/14/2002	 	 
	Quidel Corp.
	 	QUICKVUE
ADVANCE
	 	Taiwan
	 	91-042420 

10/08/2002
	 	1065240


11/16/2003
	Quidel Corp.
	 	QUICKVUE ADVANCE
	 	Venezuela
	 	2002-017754 

11/12/2002
	 	P-250282


02/13/2004
	Quidel Corp.
	 	QUIDEL
	 	Argentina
	 	2104159


09/19/1997
	 	1706107 


11/20/1998
	Quidel Corp.
	 	QUIDEL
	 	Benelux
	 	697016


04/28/1987
	 	432215
	Quidel Corp.
	 	QUIDEL
	 	Brazil
	 	820287202 

09/30/1997
	 	820287202 

05/30/2000
	Quidel Corp.
	 	QUIDEL
	 	Finland
	 	T199703580 

09/16/1997
	 	211088


09/15/1998
	Quidel Corp.
	 	QUIDEL
	 	France
	 	855324


05/12/1987
	 	1407922
	Quidel Corp.
	 	QUIDEL
	 	Germany
	 	Q1221/10Wz 

06/30/1987
	 	1131449


12/02/1988
	Quidel Corp.
	 	QUIDEL
	 	Greece
	 	134527


09/19/1997
	 	134527


08/17/1999
	Quidel Corp.
	 	QUIDEL
	 	Ireland
	 	208018


09/16/1997
	 	208018


09/16/1997
	Quidel Corp.
	 	QUIDEL
	 	Korea
(South)
	 	10018/87


05/19/1987
	 	161003


10/19/1988
	Quidel Corp.
	 	QUIDEL
	 	Mexico
	 	310945


10/15/1997
	 	635881


12/10/1999
	Quidel Corp.
	 	QUIDEL
	 	Portugal
	 	326788Z


10/24/1997
	 	326788Z


05/12/1998
	Quidel Corp.
	 	QUIDEL
	 	Spain
	 	1970507


06/12/1995
	 	1970507


10/07/1996
	Quidel Corp.
	 	QUIDEL
(English &
Katakana)
	 	Japan
	 	51060/89


05/02/1989
	 	2370683


01/31/1992
	Quidel Corp.
	 	QUIDEL
(English &
Katakana)
	 	Japan
	 	106898/87 

09/22/1987
	 	2440774


07/31/1992
	Quidel Corp.
	 	QUIDEL (in
Korean)
	 	Korea
(South)
	 	14157/87


07/20/1987
	 	5090/98


05/18/1989






12









 






	 	 	 	 	 	 	 	 	 
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Austria
	 	AM 1575/87 

04/28/1987
	 	117734 

10/14/1987
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Canada
	 	583250 


04/30/1987
	 	346481 

10/14/1988
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Denmark
	 	3150/1987 

05/14/1987
	 	7131/1991 

10/25/1991
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Italy
	 	34415C/87 

05/28/1987
	 	502717 

01/11/1989
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Japan
	 	51304/87


05/09/1987
	 	2384301 

02/28/1992
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Japan
	 	51059/89


05/02/1989
	 	2413309 

05/29/1992
	Quidel Corp.
	 	QUIDEL (stylized)
	 	Norway
	 	871886


05/11/1987
	 	140131 

01/18/1990
	Quidel Corp.
	 	RAPIDVUE
	 	Spain
	 	1910932


06/28/1994
	 	1910932 

06/05/1995
	Quidel Corp.
	 	RAPIDVUE
	 	Thailand
	 	317005


09/10/1996
	 	Kor65294 

11/10/1997
	Quidel Corp.
	 	SAFEPLAN
	 	Benelux
	 	786795


10/05/1992
	 	520611 

10/05/1992
	Quidel Corp.
	 	SAFEPLAN
	 	France
	 	92438558


10/21/1992
	 	92438558 

10/21/1992
	Quidel Corp.
	 	SAFEPLAN
	 	Germany
	 	Ql684/10WZ 

10/09/1992
	 	2065849 

05/26/1994
	Quidel Corp.
	 	SAFEPLAN
	 	Italy
	 	RM92C003900


10/21/1992
	 	644520 

03/02/1995
	Quidel Corp.
	 	SEMI-Q
	 	Japan
	 	9-147476


08/08/1997
	 	4201562 

10/16/1998
	Quidel Corp.
	 	SEMI-Q
	 	Mexico
	 	306539 


09/03/1997
	 	562559 

10/31/1997







13











 





SCHEDULE 9

TO

SECURITY AGREEMENT




U.S. and FOREIGN PATENTS ISSUED:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Quidel Corp.

	 	System & Method for External Acoustic Bone Velocity
Measurement
	 	US
	 	 	5396891	 	 	Roy E.

Laudenslager 

Whitney
	 	3/14/1995
	 

	 	 	 	Germany-EP
	 	 	0693906	 	 	 	 	2/27/2002
	 

	 	 	 	EPO
	 	 	0693906	 	 	 	 	2/27/2002
	 

	 	 	 	Spain-EP
	 	 	0693906	 	 	 	 	2/27/2002
	 

	 	 	 	France-EP
	 	 	0693906	 	 	 	 	2/27/2002
	 

	 	 	 	UK-EP
	 	 	0693906	 	 	 	 	2/27/2002
	 

	 	 	 	Italy-EP
	 	 	0693906	 	 	 	 	2/27/2002
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Apparatus and
Method for Acoustic
Analysis of Bone
Using Optimized
Functions of
Spectral and
Temporal Signal
Components
	 	US
	 	 	5592943	 	 	David Butt

Jeffrey H. Goll 

McCarter 

Neldon C. Wagner

Rowan
	 	1/14/1997
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Apparatus and
Method for Acoustic
Analysis of Bone
Using Optimized
Functions of
Spectral and
Temporal Signal
Components
	 	US
	 	 	5720290	 	 	Joseph P. Buhler 

David Butt 

Jeffrey H. Goll 

Neldon C. Wagner 

Hartwell H. Whitney
	 	5/29/2001
	 

	 	 	 	Canada
	 	 	2213523	 	 	 	 	5/29/2001
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Ultrasonic Waveform Assay for Bone Assessment Using Values Mapped Over a Region
	 	US
	 	 	5921929	 	 	Jeffrey H. Goll 

Hartwell H. Whitney
	 	7/13/1999
	 

	 	 	 	Germany-EP
	 	 	0 963 177	 	 	 	 	3/3/2004
	 

	 	 	 	EPO
	 	 	0 963 177	 	 	 	 	3/3/2004
	 

	 	 	 	Spain-EP
	 	 	0 963 177	 	 	 	 	3/3/2004
	 

	 	 	 	France-EP
	 	 	0 963 177	 	 	 	 	3/3/2004
	 

	 	 	 	UK-EP
	 	 	0 963 177	 	 	 	 	3/3/2004
	 

	 	 	 	Italy-EP
	 	 	0 963 177	 	 	 	 	3/3/2004
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Apparatus and
Method for Acoustic
Analysis of Bone
	 	US
	 	 	6015383	 	 	David Butt

Jeffrey H. Goll

Neldon C. Wagner 

Hartwell H. Whitney
	 	1/18/2000
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Apparatus And Method For Calibration Of An Ultrasound Transmission Probe
	 	US
	 	 	5947902	 	 	Joe P. Buhler

Jeffrey H. Goll
	 	9/7/1999






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Metra Biosystems, Inc.

	 	Apparatus and
Method for
Ultrasonic Bone
Assessment
	 	US
	 	 	6090046	 	 	Jeffrey H. Goll

Miles 

Myoga 

Hartwell H. Whitney
	 	7/18/2000
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Apparatus and
Method for
Calibration of an
Ultrasound
Transmission Probe
	 	US
	 	 	6086536	 	 	Joe P. Buhler

Jeffrey H. Goll
	 	7/11/2000
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Acoustic Analysis
of Bone Using
Point-Source-Like
Transducers
	 	US
	 	 	6371916	 	 	Joe P. Buhler
	 	4/16/2002
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Test Object
Geometry for
Ultrasound
Transmission Calibration
	 	US
	 	 	6264607	 	 	Jeffrey H. Goll

David Pratt 

Donald Wood
	 	7/24/2001
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Antigen Preparation
For Detecting H.
pylori
	 	US
	 	 	5814455	 	 	Allan D. Pronovost; 

Jan W. Pawlak; 

Kristy S. Condon
	 	9/29/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Test Kits and
Methods for
Detecting H. Pylori
	 	US
	 	 	5846751	 	 	 	 	12/08/98
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Antigen Preparation
for Detecting H.
Pylori
	 	France
	 	 	2669929	 	 	 	 	5/5/1995
	 

	 	 	 	Italy
	 	 	1252164	 	 	 	 	6/5/1995
	 

	 	 	 	Japan
	 	 	3202772	 	 	 	 	6/22/2001
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	One-Step Lateral Flow Non-Bibulous Assay
	 	US
	 	 	5766961	 	 	Catherine Pawlak

Allan Pronovost

Keren Goins
	 	6/16/1998
	 

	 	 	 	US
	 	 	5770460	 	 	Catherine Pawlak

Allan Pronovost

Keren Goins
	 	6/23/1998
	 

	 	 	 	EPO
	 	 	0566695	 	 	 	 	6/2/1999
	 

	 	 	 	Japan
	 	 	2868900	 	 	 	 	12/25/1998
	 

	 	 	 	France-EP
	 	 	0566695	 	 	 	 	6/2/1999
	 

	 	 	 	Germany-EP
	 	 	692293345	 	 	 	 	6/2/1999
	 

	 	 	 	Italy-EP
	 	 	0566695	 	 	 	 	6/2/1999
	 

	 	 	 	UK-EP
	 	 	0566695	 	 	 	 	6/2/1999
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method to Remove
Red Blood Cells
from Whole Blood
Samples
	 	US
	 	 	5118428	 	 	Barbara McLaughlin 

William P. Kolb
	 	6/2/92
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Red Blood Cell Separation Means For Specific Binding Assays
	 	US
	 	 	5939331	 	 	John Burd

Steven Miller

Gerald Rowley

Allen Provonost
	 	8/17/1999
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Simplified Extraction Method for Bacterial Antigens Using Dried Reagents
	 	US
	 	 	5536646	 	 	Theodore T. Sand

James A. Gordon 

Allan D. Provonost
	 	7/16/1996






15









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Quidel Corp.

	 	IMPROVED ONE-STEP LATERAL FLOW ASSAYS
	 	US
	 	 	6656744	 	 	Allan Pronovost
	 	12/2/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Monoclonal
Antibodies, Inc.*
 

	 	Improved Membrane Assay Using Focused Sample Application
 
	 	Germany-EP
	 	 	P3851744	 	 	Martha L. 

Hay-Kaufman 
Rosette
Becker 
Robert
Danisch
 
	 	10/5/1994
	 

	 	 	 	EPO
	 	 	0319294	 	 	 	 	10/5/1994
	 

	 	 	 	France-EP
	 	 	0319294	 	 	 	 	10/5/1994
	 

	 	 	 	UK-EP
	 	 	0319294	 	 	 	 	10/5/1994
	 

	 	 	 	Italy-EP
	 	 	0319294	 	 	 	 	10/5/1994
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for
Determining Periodic Infertility in Females
	 	US
	 	 	5118630	 	 	Thomas A. Glaze

Barbara McLaughlin

William P. Kolb
	 	6/2/1992
	 

	 	 	 	Germany-EP
	 	 	689228228	 	 	 	 	5/24/1995
	 

	 	 	 	EPO
	 	 	0367615	 	 	 	 	5/24/1995
	 

	 	 	 	Spain-EP
	 	 	2075853	 	 	 	 	5/24/1995
	 

	 	 	 	France-EP
	 	 	0367615	 	 	 	 	5/24/1995
	 

	 	 	 	UK-EP
	 	 	0367615	 	 	 	 	5/24/1995
	 

	 	 	 	Italy-EP
	 	26931 BE/95
	 	 	 	5/24/1995
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.
 

	 	Assay Having
Improved Dose Response Curve
 
	 	US

Japan
	 	 	
5541069

3358737	 	 	Richard Mortensen 

Henry K. Tom
 
	 	7/30/1996

10/11/2002
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Lateral Flow
Medical Diagnostic Assay Device with Sample Extraction Means
	 	US
	 	 	5415994	 	 	Michael R. Imrich 

John K. Zeis 
Steven
P. Miller 
Allan D.
Pronovost
	 	5/16/1995
	 

	 	 	 	Germany-EP
	 	 	694287989	 	 	 	 	10/24/2001
	 

	 	 	 	EPO
	 	 	0712495	 	 	 	 	10/24/2001
	 

	 	 	 	Spain-EP
	 	 	0712495	 	 	 	 	10/24/2001
	 

	 	 	 	France-EP
	 	 	0712495	 	 	 	 	10/24/2001
	 

	 	 	 	UK-EP
	 	 	0712495	 	 	 	 	10/24/2001
	 

	 	 	 	Italy-EP
	 	 	0712495	 	 	 	 	10/24/2001
	 

	 	 	 	Japan
	 	 	3394539	 	 	 	 	1/31/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	One-Step Urine
Creatinine Assays
	 	US
	 	 	5804452	 	 	Allan Pronovost 
Jan Pawlak
	 	9/8/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Assays & Devices
for Distinguishing
Between Normal &
Abnormal Pregnancy
	 	US
	 	 	5786220	 	 	Allan David
Pronovost; Theodore
T. Lee
	 	7/28/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Immunoenzymatic
Detection Device
	 	US
	 	 	5783401	 	 	Jacques Toledano
	 	7/21/1998
	 

	 	 	 	Germany-EP
	 	 	P38791803	 	 	 	 	3/10/1993
	 

	 	 	 	EPO
	 	 	0334947	 	 	 	 	3/10/1993








 




			
	*	 	Monoclonal Antibodies, Inc. merged with Quidel Corporation and the owner of this Patent is Quidel
Corporation, even though the public record does not reflect such owner name change.




16









 










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	 

	 	 	 	France-EP
	 	 	0334947	 	 	 	 	3/10/1993
	 

	 	 	 	UK-EP
	 	 	0334947	 	 	 	 	3/10/1993
	 

	 	 	 	Italy-EP
	 	 	0334947	 	 	 	 	3/10/1993
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method and Device for
Chlamydia Detection
	 	US
	 	 	5773234	 	 	Allan Pronovost 

Rbert E. Klepper 

Catherine Pawlak
	 	6/30/1998
	 

	 	 	 	EPO
	 	 	0843815	 	 	 	 	4/23/2003
	 

	 	 	 	Germany-EP
	 	 	P696276682	 	 	 	 	4/23/2003
	 

	 	 	 	UK-EP
	 	 	0843815	 	 	 	 	4/23/2003
	 

	 	 	 	Spain-EP
	 	 	0843815	 	 	 	 	4/23/2003
	 

	 	 	 	France-EP
	 	 	0843815	 	 	 	 	4/23/2003
	 

	 	 	 	Italy-EP
	 	 	0843815	 	 	 	 	4/23/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidei Corp.

	 	Direct Stain Specific Binding Assays for Microorganisms
	 	US
	 	 	5741662	 	 	Randall Madsen 

Lorraine S. Bautista 
Jan W.
Pawlak 
Allan D.
Provonost
	 	4/21/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Immunodiagnostic
Device Having A
Desiccant
Incorporated Therein
	 	US
	 	 	5763262	 	 	Siu-Yin Wong 

Fon-Chiu Mia Chen   

Eugene Fan
	 	6/9/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Prevention of
Spontaneous
Complement Activation
in Mammalian
Biological Fluids
	 	US
	 	 	5221616	 	 	William P. Kolb 

Linda M. Kolb John 

D. Tamerius
	 	6/22/1993
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Enzyme Substrate
Delivery and Product
Registration in One
Step Enzyme
Immunoassays
	 	US
	 	 	6306642	 	 	Alan M. NelsonJan 

W. PawlakAllan D. 

Provonost
	 	10/23/2001
	 

	 	 	 	US
	 	 	6706539	 	 	 	 	3/16/2004
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Solid Phase
Immunoassay Device
and Method of Making
Same
	 	US
	 	 	5223220	 	 	Eugene Fan 
Sinfu
Tzeng 
Fon-Chiu M. Chen 
Ching Huang 

Dou-Mei Wang 

Theresa Popeloy
	 	6/29/1993
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Whole Blood Assays
Using Porous Membrane
Support Devices
	 	US
	 	 	RE35306
	 	 	Fon-Chiu Mia Chen 

Eugen Fan
	 	7/30/96
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Immunochromatographic
Assay And Method Of
Using Same
	 	US
	 	 	5096837	 	 	Eugene Fan 
Fon-Chiu
M. Chen 
Ching Huang 

Dou-Mei Wang 
Greg
Wilson 
Michael W.
Milner
	 	3/17/1992
	 

	 	 	 	Germany-EP
	 	 	691262489	 	 	 	 	5/28/1997
	 

	 	 	 	EPO
	 	 	0466914	 	 	 	 	5/28/1997
	 

	 	 	 	Spain-EP
	 	 	0466914	 	 	 	 	5/28/1997






17









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	 

	 	 	 	France-EP
	 	 	0466914	 	 	 	 	5/28/1997
	 

	 	 	 	UK-EP
	 	 	0466914	 	 	 	 	5/28/1997
	 

	 	 	 	Italy-EP
	 	 	0466914	 	 	 	 	5/28/1997
	 

	 	 	 	Japan
	 	 	3317699	 	 	 	 	6/14/2002
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Controlled Sensitivity
Immunochromatographic Assay
	 	US
	 	 	5521102	 	 	Hans R. Boehringer 

Jan L. Sabran 

Ya-chen Hsu 

Bentley Tarn
	 	5/28/1996
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Reaction Unit For Use In
Analyzing Biological Fluids
	 	 	 	 	 	 	 	Eugene FanChing 

HuangDou-Mei 

WangGreff L. Wilson	 	 
	 

	 	 	 	Germany
	 	 	M90029119	 	 	 	 	4/20/2000
	 

	 	 	 	France
	 	 	902636	 	 	 	 	11/15/1990
	 

	 	 	 	UK
	 	 	2006259	 	 	 	 	1/12/1990
	 

	 	 	 	Italy
	 	 	59758	 	 	 	 	9/13/1993
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Fecal Occult Blood Test Reagent
	 	US
	 	 	5053342	 	 	Paul J. Lawrence
	 	10/1/1991
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Method and Kit for Pyridinoline
Assay
	 	US
	 	 	5527715	 	 	Viola T. Kung
	 	6/18/1996
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Derivatized Pyridinoline Reagent
	 	US
	 	 	5350855	 	 	Yuri Daniloff
	 	9/27/1994
	 

	 	 	 	US
	 	 	5502197	 	 	 	 	3/26/1996
	 

	 	 	 	US
	 	 	5756679	 	 	 	 	5/26/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Serum Pyridinium Crosslinks
Assay
	 	US
	 	 	5736344	 	 	Baltazar Gomez Jr.
	 	4/7/1998
	 

	 	 	 	Japan
	 	 	3448295	 	 	 	 	7/4/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
Metra Biosystems, Inc.

	 	Method and Kit for Pyridinium
Crosslink Assay
	 	US
	 	 	5620861	 	 	Hsin-Shan Julia Ju
	 	4/15/1997
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Method and Kit for Pyridinium
Crosslink Assay
	 	Canada
	 	 	2140921	 	 	Mary J. Cerelli
	 	9/30/2003
	 

	 	 	 	Australia
	 	 	684047	 	 	Mary J. Cerelli
	 	3/26/1998
	 

	 	 	 	EPO
	 	 	0653067	 	 	Mary J. Cerelli
	 	1/22/2003
	 

	 	 	 	France
	 	 	0653067	 	 	 	 	1/22/2003
	 

	 	 	 	Germany
	 	 	69332655 T2	 	 	 	 	11/27/2003
	 

	 	 	 	Italy
	 	 	0653067	 	 	 	 	1/22/2003
	 

	 	 	 	Spain
	 	 	0653067	 	 	 	 	1/22/2003
	 

	 	 	 	United Kingdom
	 	 	0653067	 	 	 	 	1/22/2003






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Metra Biosystems, Inc.

	 	Screening Method for
Periodontal Disease
	 	US
	 	 	5756361	 	 	Neil Winterbottom
	 	5/26/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Perspiration Assay for Bone
Resorption
	 	US
	 	 	5661039	 	 	Baltazar Gomez Jr.
	 	8/26/1997
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Collagen-Peptide Assay Method
	 	US
	 	 	5972623	 	 	Steven M. Krane
	 	10/26/1999
	 

	 	 	 	Australia
	 	 	752227	 	 	Scott D. Leigh
	 	1/16/2003
	 

	 	 	 	EPO
	 	 	1010007	 	 	 	 	1/21/2004
	 

	 	 	 	France
	 	 	1010007	 	 	 	 	1/21/2004
	 

	 	 	 	Germany
	 	 	1010007	 	 	 	 	1/21/2004
	 

	 	 	 	Italy
	 	 	1010007	 	 	 	 	1/21/2004
	 

	 	 	 	Spain
	 	 	1010007	 	 	 	 	1/21/2004
	 

	 	 	 	United Kingdom
	 	 	1010007	 	 	 	 	1/21/2004
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Pyridinium Crosslinks Assay

	 	US
	 	 	6,716,593	 	 	Simon P. Robins
	 	4/6/2004
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Colorimetric Immunoassay On Solid Surface
	 	Canada
	 	 	1223813	 	 	Wada
	 	7/7/1987
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method Of Sample Transfer
Using a Filter Applicator
	 	US
	 	 	5079170	 	 	Daniel B. Rosman
	 	1/7/1992
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Fast Response Test Panel
	 	Canada
	 	 	2131999	 	 	Paul J. Lawrence

Marian B. Fuccafurni 

Leah P. Lawrence
	 	5/14/2002
	 

	 	 	 	Germany
	 	 	DE69332653 T2
	 	 	 	 	12/18/2003
	 

	 	 	 	EPO
	 	 	0632892	 	 	 	 	1/22/2003
	 

	 	 	 	Spain-EP
	 	 	0632892	 	 	 	 	1/22/2003
	 

	 	 	 	France-EP
	 	 	0632892	 	 	 	 	1/22/2003
	 

	 	 	 	UK-EP
	 	 	0632892	 	 	 	 	1/22/2003
	 

	 	 	 	Italy-EP
	 	 	0632892	 	 	 	 	1/22/2003
	 

	 	 	 	Japan
	 	 	3249522	 	 	 	 	11/9/2001
	 

	 	 	 	Mexico
	 	 	181616	 	 	 	 	5/8/1996
	 

	 	 	 	US
	 	 	5268146	 	 	 	 	12/7/1993
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Technology Methods of
Assaying for the Presence of
Aspartic Proteases and Other
Hydrolytic Enzyme Activities
	 	Canada
	 	 	2160262	 	 	Paul J. Lawrence; 

Aulena Chudhuri; 

Terrence Andreasen
	 	3/26/2002
	 

	 	 	 	Germany-EP
	 	 	P69424663.8	 	 	 	 	5/24/2000
	 

	 	 	 	EPO
	 	 	0694077	 	 	 	 	5/24/2000
	 

	 	 	 	France-EP
	 	 	FR 0694077
	 	 	 	 	5/24/2000
	 

	 	 	 	UK-EP
	 	 	0694077	 	 	 	 	5/24/2000
	 

	 	 	 	Italy-EP
	 	 	0694077	 	 	 	 	5/24/2000
	 

	 	 	 	Mexico
	 	 	193472	 	 	 	 	9/22/1999






19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Litmus Concepts

	 	Reporter Enzyme Release
Technology: Methods of
Assaying for the Presence
of Aspartic Protease and
Other Hydrolytic Enzyme
Activities
	 	US
	 	 	5416003	 	 	 	 	5/16/1995
	Litmus Concepts

	 	Test Device for Assays
for Hydrolytic Enzyme
Activity
	 	US
	 	 	5585273	 	 	 	 	12/17/1996
	Litmus Concepts

	 	Reporter Enzyme Release
Technology: Methods of
Assaying for the Presence
of Aspartic Protease and
Other Hydrolytic Enzyme
Activities
	 	US
	 	 	6251621	 	 	 	 	6/26/2001
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Assay for Proline
Iminopeptidase & Other
Hydrolytic Activities
	 	 	 	 	 	 	 	Paul J. Lawrence 

Terrence Andreasen 

David R. Shockey	 	 
	 

	 	 	 	Canada
	 	 	2202993	 	 	 	 	1/1/2002
	 

	 	 	 	Germany-EP
	 	 	69512263	 	 	 	 	9/15/1999
	 

	 	 	 	EPO
	 	 	0791071	 	 	 	 	9/15/1999
	 

	 	 	 	France-EP
	 	 	FR 0791071
	 	 	 	 	9/15/1999
	 

	 	 	 	UK-EP
	 	 	GB 0791071
	 	 	 	 	9/15/1999
	 

	 	 	 	Italy-EP
	 	 	26830BE/99
	 	 	 	 	9/15/1999
	 

	 	 	 	Mexico
	 	 	198500	 	 	 	 	9/6/2000
	 

	 	 	 	US
	 	 	5571684’	 	 	 	 	11/5/1996
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	PH and Amine Test
Elements and Applications
to Diagnosis of Vaginal
Infections
	 	Japan
	 	 	3349157	 	 	Paul J. Lawrence;

Peter U. Ly; 

David R. Shockey
	 	9/23/2002
	 

	 	 	 	US
	 	 	5660790	 	 	 	 	8/26/1997
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	AMINE TEST DEVICE IN AN
AQUEOUS LIQUID SAMPLE AND
APPLICATION TO DIAGNOSIS
OF VAGINAL INFECTIONS
	 	Japan
	 	 	3442068	 	 	 	 	6/20/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	PH AND AMINE TEST DEVICE
IN AQUEOUS LIQUID SAMPLE
AND APPLICATION TO
DIAGNOSIS OF VAGINAL
INFECTIONS
	 	Japan
	 	 	3467490	 	 	 	 	8/29/2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Ph and Amine Test Elements
	 	US
	 	 	5910447	 	 	 	 	6/8/1999
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Ph Test
	 	US
	 	 	5897834	 	 	 	 	4/27/1999
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Ph & Amine Test Elements
& Applications to
Diagnosis of Vaginal
Infections
	 	US
	 	 	6099801	 	 	 	 	8/8/2000
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Method of Making a Ph and
Amine Test Element
	 	US
	 	 	6113856	 	 	 	 	9/5/2000
	 

	 		 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	pH & Amine Test Elements
& Applications to
Diagnosis of Vaginal Infections
	 	US
	 	 	6200817	 	 	 	 	3/13/2001
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	External, Dried Reagent
Control for Analytical
Test Devices
	 	US
	 	 	6451607	 	 	Paul J. Lawrence 

Robert Pena 

Terrance Andreasen
	 	9/17/2002






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	 	Patent No.	 	 	Inventors	 	Issue Date
	Quidel Corp.

	 	Quantitative
Lateral Flow Assays
& Devices
	 	US
	 	 	6924153	 	 	Hans
Boehringer
	 	02/02/2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding
an Apparent
Non-Signal Line to
a Lateral Flow
Assay
	 	US
	 	 	6855561	 	 	Jeremy
Jerome
	 	08/15/2005
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding
an Apparent
Non-Signal Line to
a Lateral Flow
Assay
	 	US
	 	 	7226793	 	 	Jeremy
Jerome
	 	12/05/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding
an Apparent
Non-Signal Line to
a Rapid Diagnostic
Assay
	 	US
	 	 	7179657	 	 	Jeremy
Jerome
	 	08/20/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding
an Apparent
Non-Signal Line to
a Lateral Flow
Assay
	 	EPO
	 	 	02798207.3	 	 	Jeremy
Jerome
	 	08/20/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Assays for
Trichomonal and
Other Hydrolases
	 	US
	 	 	7291481	 	 	Paul J. Lawrence et
al.
	 	11/06/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Quantitative
Lateral Flow Assays
and Devices
	 	US
	 	 	7144742	 	 	Allan Provonost et al.
	 	12/05/2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Devices for the
Detection of
Multiple Analytes
in a Sample
	 	US
	 	 	7378285	 	 	Paul Lambotte et al.
	 	05/27/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Iconic Colorimetric
Test Device with
Reduced
Susceptibility to
False Positive and
False Negative
Readings
	 	US
	 	 	7255832	 	 	Paul J. Lawrence et
al.
	 	08/14/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Assays for
Trichomonal and
Other Hydrolases
	 	US
	 	 	7041469	 	 	Paul J. Lawrence et
al.
	 	05/09/2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding
an Apparent
Non-signal Line to
a Rapid Diagnostic
Assay
	 	US
	 	 	7179657	 	 	Jeremy Jerome et al.
	 	02/20/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Improved One-Step
Lateral Flow Assays
	 	US
	 	 	6656744	 	 	Allan Pronovost
	 	12/2/2003






U.S. and FOREIGN PATENTS PENDING:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	Serial No.	 	Inventors	 	Filing Date
	Metra Biosystems, Inc.

	 	Collagen-Peptide Assay Method
	 	Canada
	 	 	2,297,555	 	 	Steven M. Krane
	 	7/31/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Collagen-Peptide Assay Method
	 	Japan
	 	 	2001512143T2	 	 	Steven M. Krane
	 	7/31/1998
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Pyridinium Crosslinks Assay
	 	Australia
	 	 	0024967A5	 	 	Simon P. Robins
	 	1/7/2000
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Litmus Concepts

	 	Reporter Enzyme Release
Technology: Methods of
Assaying for the Presence of
Aspartic Proteases and Other
Hydrolytic Enzyme Activities
	 	Japan
	 	 	08509124	 	 	Paul J. Lawrence

Aulena Chudhuri 

Terrence Andreasen
	 	4/13/1994
	 

	 	 	 	Vietnam
	 	 	S-150395	 	 	 	 	4/13/1994
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Ph and Amine Test Elements
and Applications to
Diagnosis of Vaginal
Infections
	 	Canada
	 	 	2263293	 	 	Paul J. Lawrence 

Peter U. Ly 

David R. Shockey
	 	7/10/1997
	 

	 	 	 	EPO
	 	 	925501	 	 	 	 	7/10/1997
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Enzyme Substrate Delivery
and Product Registration in
One-Step Enzyme Immunoassays
	 	US
	 	 	10/763,466	 	 	Alan M. Nelson;

Jan W. Pawlak; 

Allan D. Pronovost
	 	1/22/04






21









 






	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	Title	 	Country	 	Serial No.	 	Inventors	 	Filing Date
	Metra Biosystems, Inc.

	 	Method and Kit for Pyridinium
Crosslink Assay
	 	JP
	 	7509780T2
	 	Mary J. Cerelli
	 	7/30/03
	 
	 	 	 	 	 	 	 	 	 	 
	Metra Biosystems, Inc.

	 	Ultrasonic Waveform Assay for
Bone Assessment Using Values
Mapped Over a Region
	 	EP
	 	04 075 653.8
	 	Jeffrey H. Goll

Hartwell H. Whitney
	 	3/2/04
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Rapid Immunochromatographic
Assays and Devices
	 	US
	 	60/555,612
	 	Cem Gokhan
	 	3/24/2004
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Hybrid Phase Rapid Assay
Platform
	 	US
	 	10/824,017
	 	Cem Gokhan
	 	4/14/2004
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Hybrid Phase Rapid Assay
Platform
	 	US
	 	10/854,876
	 	Cem Gokhan
	 	5/27/2004
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Magnetic Ink For Marking
Defective Parts or Assemblies
During Manufacturing
	 	US
	 	12/077,885
	 	Scot McLeod
	 	3/21/2008
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Analytical Devices With
Integrated Desiccant
	 	US
	 	12/148,344
	 	Kevin Kirby 

Sarah Dennison
	 	4/17/2008
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Rapid Test Apparatus
	 	US
	 	11/625,813
	 	Kevin Kirby

Greg Liang
	 	1/22/2007
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Integrated Assay Device and
Housing
	 	US
	 	61/046,789
	 	Bruce Jacono 
Jack
Barry
	 	4/21/2008
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Iconic Colorimetric Test
Device with Reduced
Susceptibility to False
Positive and False Negative
Readings
	 	US
	 	11/774,487
	 	Paul J. Lawrence et
al.
	 	07/06/2007
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Assays For Trichomonal and
Other Hydrolases
	 	US
	 	11/838,078
	 	Paul J. Lawrence et
al.
	 	08/13/2007
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding an Apparent
Non-Signal Line to a Lateral
Flow Assay
	 	US
	 	11/757,270
	 	Jeremy Jerome et al.
	 	07/06/2007
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Quantitative Lateral Flow
Assays and Devices
	 	US
	 	11/595,777
	 	Allan Pronovost et al.
	 	11/08/2006
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Method for Adding an Apparent
Non-Signal Line to a Rapid
Diagnostic Assay
	 	US
	 	11/622,201
	 	Jeremy Jerome et al.
	 	01/11/2007
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Analytical Devices with
Primary and Secondary Flow
Paths
	 	US
	 	11/240,972
	 	Peter Ly et al.
	 	09/30/2005
	 
	 	 	 	 	 	 	 	 	 	 
	Quidel Corp.

	 	Hybrid Phase Lateral Flow Assay
	 	US
	 	11/088,579
	 	Cem Gokhan
	 	03/23/2005







22











 





SCHEDULE 10

TO

SECURITY AGREEMENT




U.S. Copyright Registrations:




	 	 	 	 	 	 	 
	Title	 	Registration No.	 	Date of Issue	 	Registered Owner
	 
	 	 	 	 	 	 
	None
	 	 	 	 	 	 






Foreign Copyright Registrations:




	 	 	 	 	 	 	 
	Country	 	Title	 	Registration No.	 	Date of Issue
	 
	 	 	 	 	 	 
	None
	 	 	 	 	 	 






Pending U.S. Copyright Registration Applications:




	 	 	 	 	 	 	 
	Title	 	Appl. No.	 	Date of Application	 	Copyright Claimant
	 
	 	 	 	 	 	 
	None
	 	 	 	 	 	 






Pending Foreign Copyright Registration Applications:




	 	 	 	 	 	 	 
	Country	 	Title	 	Appl. No.	 	Date of Application
	 
	 	 	 	 	 	 
	None
	 	 	 	 	 	 







23









 








SCHEDULE 11

TO

SECURITY AGREEMENT




Deposit Accounts, Securities Accounts, Commodity Accounts




	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Bank	 	Type of Account	 	Description	 	Address of Depository Bank	 	Account Number
	Quidel Corporation

	 	Bank of America
	 	Deposit
	 	Operating General
	 	450 B Street, Ste 1500,
San Diego Ca. 92101
	 	1459528992
	Quidel Corporation

	 	Bank of America
	 	Deposit
	 	Operating General

(Santa Clara)
	 	450 B Street, Ste 1500,
San Diego Ca. 92101
	 	1459528997
	Quidel Corporation

	 	Bank of America
	 	Deposit
	 	Payroll
	 	450 B Street, Ste 1500,
San Diego Ca. 92101
	 	1459529000
	Quidel Corporation

	 	Bank of America
	 	Deposit
	 	Automated overnight

investment
	 	450 B Street, Ste 1500,
San Diego Ca. 92101
	 	1459528992
	Quidel Corporation

	 	Bane of America
Securities LLC
	 	Securities
	 	Securities
	 	300 S. Grand Ave., Los
Angeles Ca. 90071
	 	223-30824-1-7-GVS
	Quidel Corporation

	 	Commerzbank AG
	 	Deposit
	 	Germany Checking

Account
	 	Marburg, DE
	 	IBAN
DE22533400240395549900
	Quidel Corporation

	 	Banca di Legnano
	 	Deposit
	 	Italy Checking Account
	 	Via Gandhi, 1 20017 Mazzo

Di Rho(MI)
	 	IBAN 03204 20501
000000046037







24









 








SCHEDULE 12

TO

SECURITY AGREEMENT




Chattel Paper




None





25









 








SCHEDULE 13

TO

SECURITY AGREEMENT




Letter-of-Credit Rights




None





26









 








SCHEDULE 14

TO

SECURITY AGREEMENT




Documents




None





27