Exhibit 10.18
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is made and
entered into as of February 3, 2006, by and among Inverness Medical Innovations,
Inc. a Delaware corporation (the "Company"), and the undersigned prospective
investor (the "Investor").
1.
PURCHASE AND SALE OF SHARES; CLOSING.
1.1.
PURCHASE AND SALE OF SHARES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE INVESTOR AGREES
TO PURCHASE FROM THE COMPANY THE NUMBER OF SHARES OF COMMON STOCK OF THE
COMPANY, PAR VALUE $0.001 PER SHARE (THE "COMMON STOCK"), INDICATED ON THE
INVESTOR'S SIGNATURE PAGE TO THIS AGREEMENT (THE "SUBSCRIPTION AMOUNT") AT A
PURCHASE PRICE OF $24.41 PER SHARE (THE "SHARE PRICE") FOR AN AGGREGATE PURCHASE
PRICE INDICATED ON THE SIGNATURE PAGE HERETO (THE "AGGREGATE PURCHASE PRICE").
(B)
THE INVESTOR SHALL PAY THE AGGREGATE PURCHASE PRICE BY DELIVERING
IMMEDIATELY AVAILABLE GOOD FUNDS IN UNITED STATES DOLLARS BY WIRE TRANSFER NO
LATER THAN THE CLOSING DATE, AS DEFINED IN SECTION 1.4(A) BELOW, TO THE COMPANY
IN ACCORDANCE WITH THE WIRE TRANSFER INSTRUCTIONS ATTACHED HERETO AS EXHIBIT A.
1.2.
AGGREGATE NUMBER OF SHARES OFFERED. THE COMPANY IS SIMULTANEOUSLY
ENTERING INTO MULTIPLE AGREEMENTS IN SUBSTANTIALLY THE SAME FORM AS THIS
AGREEMENT WITH CERTAIN OTHER INVESTORS (THE "OTHER INVESTORS").
PURSUANT TO
THIS AGREEMENT AND THE AGREEMENTS WITH THE OTHER INVESTORS, THE COMPANY IS
SELLING AN AGGREGATE OF UP TO 3,400,000 SHARES OF COMMON STOCK (THE "SHARES") AT
THE SHARE PRICE (THE "OFFERING").
1.3.
BINDING EFFECT OF THIS AGREEMENT. THE INVESTOR ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT SHALL BE BINDING UPON THE INVESTOR UPON THE
SUBMISSION TO THE COMPANY OF THE INVESTOR'S SIGNED COUNTERPART SIGNATURE PAGE TO
THIS AGREEMENT (THE "SUBSCRIPTION"); PROVIDED THAT, IN THE EVENT THE CLOSING
DATE, AS DEFINED IN SECTION 1.4(A) BELOW, SHALL NOT HAVE OCCURRED ON OR PRIOR TO
FEBRUARY 13, 2006 (SUCH DATE SUBJECT TO EXTENSION BY UP TO 15 DAYS BY THE
COMPANY BY WRITTEN NOTICE THEREOF TO THE INVESTOR) (THE "TERMINATION DATE"),
THIS AGREEMENT SHALL BE TERMINATED AND BE OF NO FORCE AND EFFECT.
THE COMPANY,
IN ITS SOLE DISCRETION, MAY TERMINATE THE OFFERING AT ANY TIME PRIOR TO THE
CLOSING DATE WITHOUT PENALTY.
THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR
OR SOLICITATION OF THE INVESTMENT CONTEMPLATED HEREBY SHALL CREATE NO OBLIGATION
ON THE PART OF THE COMPANY TO ACCEPT ANY SUBSCRIPTION, IN PART OR IN FULL, OR
COMPLETE THE OFFERING.
THE INVESTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE
SUBSCRIPTION HEREUNDER IS IRREVOCABLE BY THE INVESTOR, AND THAT, EXCEPT AS
REQUIRED BY LAW, THE INVESTOR IS NOT ENTITLED TO CANCEL, TERMINATE OR REVOKE
THIS AGREEMENT OR ANY AGREEMENTS OF THE INVESTOR HEREUNDER AND THAT IF THE
INVESTOR IS AN INDIVIDUAL THIS AGREEMENT SHALL SURVIVE THE DEATH OR DISABILITY
OF THE INVESTOR AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, LEGAL
REPRESENTATIVES AND PERMITTED ASSIGNS.
1.4.
DELIVERY OF SHARES AT CLOSING.
(A)
THE COMPLETION OF THE PURCHASE AND SALE OF THE SHARES (THE "CLOSING")
SHALL OCCUR,