ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective January 5, 2009, we entered into a License Agreement, or Agreement, with Inverness Medical Switzerland GmbH, or Inverness, pursuant to which we licensed co-exclusively certain worldwide patent rights related to lateral flow technology in the field of animal health diagnostics in the professional marketplace. The Agreement provides that Inverness shall not grant any future rights to any third parties under its current lateral flow patent rights in the animal health diagnostics field in the professional marketplace. The Agreement enables us to develop and market products under rights from Inverness to address animal health and laboratory animal research markets estimated to be over $100 million in the United States.

We paid a $5 million upfront license fee and are required to pay royalties, including annual minimum royalties of $0.5 million to $1.0 million per year over the term of the Agreement, based on sales of products covered by claims under the licensed Inverness patent rights.

There can be no assurance that we will be able to develop a test or other products based upon or using the licensed patent rights, or that even if we are able to develop products in the field of animal health diagnostics in the professional marketplace, that we will be successful in achieving commercial scale or commercial acceptance in addressing the targeted market.

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