BUSINESS DAY AFTER SO MAILED, (III) IF
DELIVERED BY INTERNATIONAL FEDERAL EXPRESS, TWO BUSINESS DAYS AFTER SO MAILED,
AND (IV) IF DELIVERED BY FACSIMILE, UPON ELECTRIC CONFIRMATION OF RECEIPT IF
SENT DURING THE NORMAL BUSINESS HOURS OF THE RECIPIENT AND, IF NOT, ON THE NEXT
BUSINESS DAY, AND SHALL BE DELIVERED AS ADDRESSED AS FOLLOWS:
if to the Company, to:
Jay McNamara, Esq.
Inverness Medical Innovations, Inc.
51 Sawyer Road
Suite 200
Waltham, Massachusetts
Tel: 781.647.3900
Fax: 781.647.3939
Email: 
with a copy to:
John D. Patterson Jr., Esq.
Foley Hoag LLP
World Trade Center West
155 Seaport Boulevard
Boston, Massachusetts 02210
Tel: 617.832.1000
Fax: 617.832.7000
Email: 
21
if to the Investor, at its address on the signature page hereto, or at such
other address or addresses as may have been furnished to the Company in writing.
6.2.
CHANGES.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT
PURSUANT TO AN INSTRUMENT IN WRITING SIGNED BY THE COMPANY AND THE INVESTOR.
6.3.
HEADINGS.
THE HEADINGS OF THE VARIOUS SECTIONS OF THIS AGREEMENT
HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO
BE PART OF THIS AGREEMENT.
6.4.
SEVERABILITY.
IN CASE ANY PROVISION CONTAINED IN THIS AGREEMENT
SHOULD BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
6.5.
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
NOTWITHSTANDING ANY INVESTIGATION MADE BY ANY PARTY TO THIS AGREEMENT, ALL
COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY AND
THE INVESTOR HEREIN SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT, THE DELIVERY
TO THE INVESTOR OF THE SHARES BEING PURCHASED AND THE PAYMENT THEREFOR UNLESS
OTHERWISE STATED HEREIN.
6.6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
6.7.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE DOCUMENTS REFERENCED
HEREIN CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN.
THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE
PARTIES.
6.8.
FINDERS FEES.
NEITHER THE COMPANY NOR THE INVESTOR NOR ANY
AFFILIATE THEREOF HAS INCURRED ANY OBLIGATION WHICH WILL RESULT IN THE
OBLIGATION OF THE OTHER PARTY TO PAY ANY FINDER'S FEE OR COMMISSION IN
CONNECTION WITH THIS TRANSACTION, EXCEPT FOR FEES PAYABLE BY THE COMPANY TO THE
PLACEMENT AGENT.
6.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE INSTRUMENT, AND SHALL BECOME EFFECTIVE
WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY HERETO AND
DELIVERED TO THE OTHER PARTY. FACSIMILE SIGNATURES SHALL BE DEEMED ORIGINALS FOR
ALL PURPOSES HEREUNDER.
6.10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE