Exhibit 4.1


 


FIFTH
SUPPLEMENTAL INDENTURE


THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of September
30, 2005 (this “Fifth Supplemental Indenture”), to the Indenture (as defined
below), among Inverness Medical Innovations, Inc., a Delaware corporation (the “Issuer”),
the Guarantors (as defined in the Indenture), Thermo BioStar Inc., a Delaware
corporation (the “Additional Guarantor”) and U.S.  Bank Trust National Association, as Trustee
(the “Trustee”).


RECITALS


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


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


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


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


AGREEMENT


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


ARTICLE I

ADDITIONAL GUARANTOR


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


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


 





















ARTICLE II

MISCELLANEOUS


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


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


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


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


 


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


	
  INVERNESS MEDICAL
  INNOVATIONS, INC.,

  	
   

  
	
  as Issuer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Dave Teitel

  	
   

  
	
   

  	
  Name: 

  	
   Dave Teitel

  	
   

  
	
   

  	
  Title: 

  	
  Vice President,
  Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APPLIED BIOTECH, INC.,

  	
   

  
	
  ADVANTAGE DIAGNOSTICS
  CORPORATION,

  	
   

  
	
  BINAX, INC.,

  	
   

  
	
  FOREFRONT DIAGNOSTICS,
  INC.,

  	
   

  
	
  INNOVATIONS RESEARCH,
  LLC,

  	
   

  
	
  INVERNESS MEDICAL
  INTERNATIONAL HOLDING CORP.,

  	
   

  
	
  INVERNESS MEDICAL
  INTERNATIONAL HOLDING CORP. II,

  	
   

  
	
  INVERNESS MEDICAL,
  INC.,

  	
   

  
	
  ISCHEMIA
  TECHNOLOGIES, INC.,

  	
   

  
	
  IVC INDUSTRIES,
  INC.,

  	
   

  
	
  MORPHEUS ACQUISITION
  CORP.,

  	
   

  
	
  OSTEX INTERNATIONAL,
  INC.,

  	
   

  
	
  SELFCARE TECHNOLOGY,
  INC., and

  	
   

  
	
  WAMPOLE LABORATORIES,
  LLC,

  	
   

  
	
  as Guarantors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  

  	
  /s/ Dave Teitel

  	
   

  
	
   

  	
  Name: 

  	
  Dave Teitel

  	
   

  
	
   

  	
  Title: 

  	
  Vice President,
  Finance; Vice President, Finance; Vice President, Finance; Vice President,
  Finance; Vice President, Finance; President; President; Vice President,
  Finance; Vice President, Finance; Vice President, Finance; Vice President,
  Finance; Vice President, Finance; Vice President, Finance; and Vice
  President; respectively

  	
   

  
					



 





















	
  UNIPATH ONLINE, INC.,

  	
   

  
	
  as a Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Duane L.
  James

  	
   

  
	
   

  	
  Name: 

  	
  Duane L.  James

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THERMO BIOSTAR INC.

  	
   

  
	
  as Additional Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Dave Teitel

  	
   

  
	
   

  	
  Name: 

  	
  Dave Teitel

  	
   

  
	
   

  	
  Title: 

  	
  Vice President,
  Finance

  	
   

  
					



 





















 


	
  U.S. BANK TRUST
  NATIONAL 

  ASSOCIATION,

  
	
  as Trustee

  
	
   

  
	
  By:

  	
  /s/ Cheryl L.
  Clarke

  
	
   

  	
  Name: Cheryl L.
  Clarke

  
	
   

  	
  Title: Assistant
  Vice President