Instant S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 25.1

Registration No. 333-158542

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)þ

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

Delaware	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street, Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

Robert J. Sussman, Esq.

Legal Department

The Bank of New York Mellon Trust Company, National Association

One Wall Street

New York, NY 10286

(212) 635-1089

(Name, address and telephone number of agent for service)

INVERNESS MEDICAL INNOVATIONS, INC.
(Exact name of obligor as specified in its charter)
(See table of additional obligors on following page)

Delaware	04-3565120
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)

51 Sawyer Road, Suite 200	02453
Waltham, Massachusetts	(Zip code)
(Address of principal executive offices)

7.875% Senior Notes Due 2016

(Title of the indenture securities)

- 2 -

TABLE OF ADDITIONAL OBLIGORS

     Some or all of the following direct and indirect wholly owned domestic subsidiaries of Inverness Medical Innovations, Inc. are expected to guarantee the debt securities issued pursuant to the Indenture. The address, including zip code, and telephone number, including area code, of each of the co-obligors is 51 Sawyer Road, Suite 200, Waltham, Massachusetts, 02453, (781) 647-3900:

	State or other
	jurisdiction of
Exact name of additional registrant	incorporation or	I.R.S. Employer
as specified in its charter	organization	Identification Number
Alere Health, LLC	Delaware	26-2564744
Alere Healthcare of Illinois, Inc.	Georgia	58-2068880
Alere Health Improvement Company	Delaware	23-2776413
Alere Health Systems, Inc.	Delaware	22-3493126
Alere Medical, Inc.	California	94-3238845
Alere NewCo, Inc.	Delaware	27-2104833
Alere NewCo II, Inc.	Delaware	27-2104868
Alere Wellology, Inc.	Delaware	54-1776557
Alere Women’s and Children’s Health, LLC	Delaware	58-2205984
Ameditech Inc.	California	33-0859551
Applied Biotech, Inc.	California	33-0447325
Binax, Inc.	Delaware	20-2507302
Biosite Incorporated	Delaware	33-0288606
Cholestech Corporation	Delaware	94-3065493
First Check Diagnostics Corp.	Delaware	20-8329751
First Check Ecom, Inc.	Massachusetts	33-1026518
Free & Clear, Inc.	Delaware	20-0231080
GeneCare Medical Genetics Center, Inc.	North Carolina	56-1348485
Hemosense, Inc.	Delaware	77-0452938
Alere US Holdings, LLC	Delaware	26-0349667
Innovacon, Inc.	Delaware	20-1100264
Instant Technologies, Inc.	Virginia	54-1837621
Inverness Medical, LLC	Delaware	26-0392649
Inverness Medical — Biostar Inc.	Delaware	91-1929582
Inverness Medical Innovations North America, Inc.	Delaware	26-1444559
Alere International Holding Corp.	Delaware	20-0963463
Ischemia Technologies, Inc.	Delaware	84-1489537
IVC Industries, Inc.	Delaware	22-1567481
Kroll Laboratory Specialists, Inc.	Louisiana	72-0846066
Laboratory Specialists of America, Inc.	Oklahoma	73-1451065
Matria of New York, Inc.	New York	58-1873062
Matritech, Inc.	Delaware	26-1436477
New Binax, Inc.	Delaware	36-4668096
New Biosite Incorporated	Delaware	27-2104785
Ostex International, Inc.	Washington	91-1450247
Quality Assured Services, Inc.	Florida	59-3437644
Redwood Toxicology Laboratory, Inc.	California	68-0332937
RMD Networks, Inc.	Delaware	84-1581993
RTL Holdings, Inc.	Delaware	20-4371685
Scientific Testing Laboratories, Inc.	Virginia	54-1624514
Selfcare Technology, Inc.	Delaware	04-3383533
Tapestry Medical, Inc.	Delaware	20-0391730
Wampole Laboratories, LLC	Delaware	37-1485678
ZyCare, Inc.	North Carolina	56-1398496

- 3 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency — United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a 29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875 which is incorporated by reference).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948) which is incorporated by reference.
3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875 which is incorporated by reference).
4.	A copy of the existing by laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875 which is incorporated by reference).
5.	Not applicable.

- 4 -

6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875 which is incorporated by reference).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
8.	Not applicable.
9.	Not applicable.

- 5 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Boston, and State of Massachusetts, on the 15^th day of April, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Raymond K. O’Neil
	Name:	Raymond K. O’Neil
	Title:	Senior Associate

- 6 -

EXHIBIT 7

REPORT OF CONDITION

Consolidating domestic subsidiaries of

The Bank of New York Mellon Trust Company
in the state of CA at close of business on December 31, 2009

published in response to call made by (Enter additional information below)

Statement of Resources and Liabilities

		Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,576
Interest-bearing balances			267
Securities:
Held-to-maturity securities			16
Available-for-sale securities			601,754
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			78,000
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading Assets			0
Premises and fixed assets (including capitalized leases)			11,186
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			2
Direct and indirect investments in real estate ventures			0
Intangible assets:
Goodwill			856,313
Other intangible assets			244,779
Other assets			154,682
Total assets			1,948,575

REPORT OF CONDITION (Continued)

		Dollar Amounts in Thousands
LIABILITIES
Deposits:
In domestic offices			532
Noninterest-bearing	532
Interest-bearing	0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			268,691
Subordinated notes and debentures			0
Other liabilities			219,066
Total liabilities			488,289
EQUITY CAPITAL
Bank Equity Capital
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (excludes all surplus related to preferred stock)			1,121,520
Retained earnings			337,084
Accumulated other comprehensive income			682
Other equity capital components			0
Total bank equity capital			1,460,286
Noncontrolling (minority) interest in consolidated subsidiaries			0
Total equity capital			1,460,286
Total liabilities and equity capital			1,948,575

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

Director #1 Troy Kilpatrick, President

Director #2 Frank Sulzberger, Managing Director

Director #3 William Lindelof, Managing Director

/s/ Karen Bayz                                        
I, Karen Bayz, Chief Financial Officer

(Name, Title)

of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

/s/ Troy Kilpatrick  

/s/ Frank Sulzberger  

/s/ William Lindelof