exv4w5






Exhibit 4.5




          THIRD
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of August 4, 2009, among
GENECARE MEDICAL GENETICS CENTER, INC. and ALERE CDM LLC (collectively, the “New Guarantors”),
Subsidiaries of Inverness Medical Innovations, Inc. (or its successor) (the “Issuer”), INVERNESS
MEDICAL INNOVATIONS, INC., a Delaware corporation, each of the Guarantors (the “Existing
Guarantors”) under the Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, as Trustee
under the Indenture referred to below (the “Trustee”).




WITNESSETH:




          WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as
of May 12, 2009, as amended, supplemented and modified by a First Supplemental Indenture dated as
of May 12, 2009 and a Second Supplemental Indenture dated as of June 9, 2009 (as so supplemented,
the “Indenture”), by and among the Issuer, the Existing Guarantors and the Trustee, providing for
the issuance of 9.00% Senior Subordinated Notes due 2016 (the “Notes”);




          WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Issuer is
required to cause each of the New Guarantors to execute and deliver to the Trustee a supplemental
indenture pursuant to which each of the New Guarantors shall unconditionally and irrevocably
guarantee all of the Issuer’s obligations under the Notes pursuant to a guarantee on the terms and
conditions set forth herein; and




          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each of the New Guarantors, the
Trustee, the Issuer and the Existing Guarantors mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:




          SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and expressions used in
the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.




          SECTION 2. Agreement to Guarantee. Each of the New Guarantors hereby unconditionally
and irrevocably agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s
obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article Eleven of the Indenture and to be bound by all other applicable provisions of the
Indenture.




          SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This




 









 







Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.




          SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, but without giving effect to
applicable principles of conflicts of laws to the extent that the application of the laws of
another jurisdiction would be required thereby.




          SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.




          SECTION 6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.




          SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.




[Signature Page Follows]





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




	 	 	 	 	 
	 	NEW GUARANTORS:



GENECARE MEDICAL GENETICS CENTER, INC.,

as a New Guarantor

 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	ALERE CDM LLC,

as a New Guarantor

 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 
	 	ISSUER:



INVERNESS MEDICAL INNOVATIONS, INC.

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


Signature Page to Third Supplemental Indenture




 









 








	 	 	 	 	 
	 	EXISTING GUARANTORS:



ADVANTAGE DIAGNOSTICS CORPORATION

ALERE LLC

ALERE HEALTHCARE OF ILLINOIS, INC.

ALERE HEALTH IMPROVEMENT COMPANY

ALERE HEALTH SYSTEMS, INC.

ALERE MEDICAL, INC.

ALERE WELLOLOGY, INC.

ALERE WOMEN’S AND CHILDREN’S HEALTH, LLC

AMEDITECH INC.

APPLIED BIOTECH, INC.

BINAX, INC.

BIOSITE INCORPORATED

CHOLESTECH CORPORATION

FIRST CHECK DIAGNOSTICS CORP.

FIRST CHECK ECOM, INC.

HEMOSENSE, INC.

IM US HOLDINGS, LLC

 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title (respectively):  Vice President; Vice
President and Treasurer; Vice President,
Finance; Vice President, Finance; Vice
President and Treasurer; Vice President and
Treasurer; Vice President, Finance; Vice
President, Finance; General Manager; Vice
President; Vice President, Finance; Vice
President, Finance; Vice President, Finance
and Chief Financial Officer; Vice President,
Finance; Vice President; Treasurer;
President 
	 
	 


Signature Page to Third Supplemental Indenture




 









 








	 	 	 	 	 
	 	EXISTING GUARANTORS (continued):



INNOVACON, INC.

INNOVATIONS RESEARCH, LLC

INNOVATIVE MOBILITY, LLC

INSTANT TECHNOLOGIES, INC.

INVERNESS MEDICAL, LLC

INVERNESS MEDICAL — BIOSTAR INC.

INVERNESS MEDICAL INNOVATIONS NORTH AMERICA, INC.

INVERNESS MEDICAL INTERNATIONAL HOLDING CORP.

INVERNESS MEDICAL INTERNATIONAL HOLDING CORP. II

ISCHEMIA TECHNOLOGIES, INC.

IVC INDUSTRIES, INC.

MATRITECH, INC.

OSTEX INTERNATIONAL, INC.

QUALITY ASSURED SERVICES, INC.

REDWOOD TOXICOLOGY LABORATORY, INC.

RTL HOLDINGS, INC.

SELFCARE TECHNOLOGY, INC.

WAMPOLE LABORATORIES, LLC

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


Signature Page to Third Supplemental Indenture




 









 








	 	 	 	 	 
	 	EXISTING GUARANTORS (continued):



MATRIA OF NEW YORK, INC.

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


Signature Page to Third Supplemental Indenture




 









 








	 	 	 	 	 
	 	TRUSTEE:



U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Thomas E. Tabor
 	 
	 	 	Name:  	Thomas E. Tabor 	 
	 	 	Title:  	Vice President 	 
	 


Signature Page to Third Supplemental Indenture