Foley Hoag Represents Inverness Medical Innovations in Transaction with Epocal, Inc.

January 20, 2010

Foley Hoag congratulates Inverness Medical Innovations, Inc. for its recent transaction with Epocal, Inc., an Ottawa-based developer of diagnostic products. Epocal is commercializing a cost-effective blood analysis platform, epoc®, a point-of-care analysis system providing wireless bedside blood gas and electrolyte measurement testing solutions.  Inverness will promote the use of the epoc® platform through its global sales force for a five-year period.  The deal was announced on January 5, 2010.

Separate from the distribution agreement, Inverness will work with Epocal in a collaboration to develop additional test menu content for the epoc testing platform, expanding Inverness’ portfolio of test platforms in the point-of-care market. Inverness has also entered into a definitive agreement to acquire all of the issued and outstanding equity securities of Epocal for a total potential purchase price of up to $255 million, including a base purchase price of up to $172.5 million if Epocal achieves certain gross margin and other financial milestones on or prior to October 31, 2014, plus additional payments of up to $82.5 million if Epocal achieves certain other milestones relating to its gross margin and product development efforts on or prior to this date. The acquisition will also be subject to other closing conditions, including the receipt of any required antitrust or other approvals.

Inverness, based in Waltham, Massachusetts, is a global leader in rapid diagnostic products that serve cardiovascular disease, drugs of abuse, infectious disease and women’s health in the hospital, physician and home markets.  Inverness also provides innovative solutions which permit patients to take charge of their own health at home, and enable healthcare providers and players to improve care, prevent disease advancement, and lower healthcare costs.

Foley Hoag has represented Inverness in a number of recent deals, including the acquisition of Free & Clear, Inc. and Concateno plc, both in 2009.

Foley Hoag lawyers Mark Haddad, Rick Schaul-Yoder, John Hancock, Dan Clevenger and Mary Beth Noonan handled the Epocal transaction for Inverness.

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