Exhibit 10.23
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE
STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR
(B)
EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE.
AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY
REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED
FOR SUCH TRANSFER.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
OF
INVERNESS MEDICAL INNOVATIONS, INC.
Issuance Date: March 31, 2005
Void after 5:00 p.m.., Eastern Standard Time, on March 31, 2015
This Warrant is executed and delivered by Inverness Medical Innovations, Inc., a
Delaware corporation (the "Company"), pursuant to that certain Employment
Agreement of even date herewith (the "Employment Agreement") between the Company
and Roger Piasio ("Piasio"), pursuant to which the Company has agreed to issue
to Piasio a warrant to purchase up to 75,000 shares of Common Stock (as defined
herein).
Capitalized terms used herein, and not otherwise defined herein, shall
have the respective meanings given to such terms in the Employment Agreement.
In consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Warrant and the
Employment Agreement, the Company and Piasio agree as follows:
1.
THE WARRANT.
THE COMPANY HEREBY CERTIFIES THAT ROGER PIASIO, OR
HIS SUCCESSORS AND PERMITTED ASSIGNS (THE "REGISTERED HOLDER"), IS ENTITLED TO
PURCHASE FROM THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS WARRANT,
UP TO 75,000 SHARES (AS SUCH SHARES MAY BE ADJUSTED PURSUANT TO THE PROVISIONS
OF SECTION 6 HEREOF, THE "WARRANT SHARES") OF COMMON STOCK, PAR VALUE $0.001 PER
SHARE, OF THE COMPANY (THE "COMMON STOCK"), AT AN EXERCISE PRICE OF $24.00 PER
SHARE (AS SUCH PRICE MAY BE ADJUSTED PURSUANT TO THE PROVISIONS OF SECTION 6
HEREOF, THE "EXERCISE PRICE"), BUT ONLY TO THE EXTENT THAT SUCH WARRANT SHARES
HAVE BECOME VESTED SHARES (AS DEFINED IN SECTION 2(B) HEREOF) AND ONLY PRIOR TO
THE EXPIRATION DATE (AS DEFINED BELOW) APPLICABLE TO SUCH VESTED SHARES.
WHEN
USED HEREIN, THE TERM "EXPIRATION DATE"
MEANS, WITH RESPECT TO EACH VESTED SHARE, THE EARLIER OF (A) THE FIFTH
ANNIVERSARY OF THE DATE SUCH SHARE BECAME A VESTED SHARE AND (B) MARCH 31, 2015.
2.
VESTING OF WARRANT SHARES.
(A)
THE PROVISIONS OF SECTIONS 2.4.1, 2.4.2 AND 2.4.6 OF THE MERGER
AGREEMENT (AS DEFINED BELOW) (INCLUDING, WITHOUT LIMITATION, ANY REFERENCES
THEREIN TO EXHIBITS TO THE MERGER AGREEMENT) ARE HEREBY INCORPORATED BY
REFERENCE TO THIS WARRANT AND MADE AND INTEGRAL PART HEREOF.
ANY BREACH BY THE
COMPANY OF THE PROVISIONS OF SECTION 2.4.2 OF THE MERGER AGREEMENT (AS
INCORPORATED BY REFERENCE TO THIS WARRANT), SHALL BE DEEMED AND CONSTITUTE A
BREACH BY THE COMPANY OF THE PROVISIONS OF THIS WARRANT.
WHEN USED HEREIN
"MERGER