Q3 2009 Earning Report of Quidel Corporation

FORM 10-QQUIDEL CORP /DE/ - QDELFiled: October 21, 2009 (period: September 30, 2009)

Quarterly report which provides a continuing view of a company's financial position

Table of Contents

10-Q - FORM 10-Q

PART I

ITEM 1. Financial Statements ITEM 2. Management s Discussion and Analysis of Financial Condition and

Results of Operations

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk ITEM 4. Controls and Procedures PART II

ITEM 1. Legal Proceedings ITEM 1A. Risk Factors ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds ITEM 5. OTHER INFORMATION ITEM 6. Exhibits SIGNATURES Exhibit Index

EX-10.1 (EX-10.1)

EX-10.2 (EX-10.2)

EX-31.1 (EX-31.1)

EX-31.2 (EX-31.2)

EX-32.1 (EX-32.1)

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q(Mark One)

� QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended September 30, 2009

or

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from to

Commission File Number: 0-10961

QUIDEL CORPORATION(Exact name of Registrant as specified in its charter)

Delaware 94-2573850

(State or other jurisdictionof incorporation or organization)

(I.R.S. EmployerIdentification No.)

10165 McKellar Court, San Diego, California 92121(Address of principal executive offices, including zip code)

(858) 552-1100(Registrant’s telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). Yes � No �

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

Large accelerated filer � Accelerated filer � Non-accelerated filer �(Do not check if a smaller reporting company)

Smaller reporting company �

Source: QUIDEL CORP /DE/, 10-Q, October 21, 2009

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No�

As of October 16, 2009, 30,146,350 shares of common stock were outstanding.


INDEX PART I—FINANCIAL INFORMATION 3 ITEM 1. Financial Statements (unaudited) 3

Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008 3 Consolidated Statements of Income for the three and nine months ended September 30, 2009 and 2008 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 5 Notes to Consolidated Financial Statements 6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 16 ITEM 4. Controls and Procedures 16 PART II—OTHER INFORMATION 17 ITEM 1. Legal Proceedings 17 ITEM 1A. Risk Factors 17 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 ITEM 5. Other Information 17 ITEM 6. Exhibits 17 Signatures 19 EX-10.1 EX-10.2 EX-31.1 EX-31.2 EX-32.1

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PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements

QUIDEL CORPORATIONCONSOLIDATED BALANCE SHEETS

(in thousands, except par value; unaudited) September 30, December 31, 2009 2008 ASSETS Current assets:

Cash and cash equivalents $ 60,348 $ 57,908 Marketable securities 4,984 — Accounts receivable, net 25,428 25,320 Inventories 12,883 11,702 Deferred tax asset—current 5,043 5,043 Prepaid expenses and other current assets 1,973 1,053

Total current assets 110,659 101,026 Property and equipment, net 19,829 19,081 Intangible assets, net 8,753 9,833 Deferred tax asset—non-current 9,040 11,240 Other non-current assets 1,518 1,628

Total assets $ 149,799 $ 142,808

LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities:

Accounts payable $ 6,057 $ 4,317 Accrued payroll and related expenses 4,715 2,719 Accrued royalties 4,652 2,659 Current portion of obligations under capital leases 941 862 Other current liabilities 7,270 4,877

Total current liabilities 23,635 15,434 Capital leases, net of current portion 5,418 6,137 Deferred rent 828 948 Other non-current liabilities 1,807 1,053 Commitments and contingencies Stockholders’ equity:

Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued oroutstanding at September 30, 2009 and December 31, 2008 — —

Common stock, $.001 par value per share; 50,000 shares authorized; 30,141 and 31,894shares issued and outstanding at September 30, 2009 and December 31, 2008,respectively 30 32

Additional paid-in capital 124,227 138,126 Accumulated deficit (6,146) (18,922)

Total stockholders’ equity 118,111 119,236

Total liabilities and stockholders’ equity $ 149,799 $ 142,808

See accompanying notes.3


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QUIDEL CORPORATIONCONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data; unaudited)

Three months ended Nine months ended September 30, September 30, 2009 2008 2009 2008 Total revenues $ 56,152 $ 31,868 $ 97,685 $ 94,649 Costs and expenses

Cost of sales (excludes amortization of intangible assets) 17,670 12,070 36,169 36,439 Research and development 3,157 2,753 9,003 8,755 Sales and marketing 6,400 5,141 16,538 16,052 General and administrative 4,325 3,438 12,125 10,175 Amortization of intangibles 345 1,114 1,040 3,408 Restructuring charges — — 2,038 —

Total costs and expenses 31,897 24,516 76,913 74,829

Operating income 24,255 7,352 20,772 19,820 Other (expense) income

Interest income 53 364 299 1,321 Interest expense (148) (166) (459) (510)Other (expense) income (5) 160 (5) 145

Total other (expense) income (100) 358 (165) 956

Income before taxes 24,155 7,710 20,607 20,776 Provision for income taxes 9,215 2,969 7,831 7,998

Net income $ 14,940 $ 4,741 $ 12,776 $ 12,778

Basic earnings per share $ 0.50 $ 0.15 $ 0.42 $ 0.40 Diluted earnings per share $ 0.50 $ 0.15 $ 0.42 $ 0.39 Shares used in basic per share calculation 29,713 31,915 30,151 31,891 Shares used in diluted per share calculation 30,149 32,648 30,547 32,674



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QUIDEL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands; unaudited) Nine months ended September 30, 2009 2008 OPERATING ACTIVITIES: Net income $ 12,776 $ 12,778 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and other 4,478 6,213 Stock-based compensation expense 2,502 2,963 Deferred tax asset 2,200 920 Excess tax benefit from share-based compensation (1,400) (6,192)Changes in assets and liabilities:

Accounts receivable (108) (3,536)Inventories (1,181) (236)Prepaid expenses and other current assets (920) 121 Accounts payable 871 (2,335)Accrued payroll and related expenses 1,996 (464)Accrued royalties 1,993 (628)Other current and non-current liabilities 4,547 7,968

Net cash provided by operating activities 27,754 17,572

INVESTING ACTIVITIES:

Acquisition of property and equipment (3,180) (1,855)Purchases of marketable securities (4,984) — Other assets (107) (16)

Net cash used for investing activities (8,271) (1,871)

FINANCING ACTIVITIES:

Payments on capital lease obligation (640) (568)Purchase of common stock (19,542) (6,983)Excess tax benefit from share-based compensation 1,400 6,192 Proceeds from issuance of common stock, net 1,739 2,193

Net cash (used for) provided by financing activities (17,043) 834

Net increase in cash and cash equivalents 2,440 16,535 Cash and cash equivalents, beginning of period 57,908 45,489

Cash and cash equivalents, end of period $ 60,348 $ 62,024

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for interest $ 459 $ 510

Cash paid during the period for income taxes $ 200 $ 775



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Quidel CorporationNotes to Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Quidel Corporation and its subsidiaries (the “Company”) havebeen prepared in accordance with generally accepted accounting principles in the U.S. for interim financial information and with theinstructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotesrequired by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, alladjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The informationat September 30, 2009, and for the three and nine months ended September 30, 2009 and 2008, is unaudited. Operating results for thethree and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year endingDecember 31, 2009. For further information, refer to the consolidated financial statements and footnotes thereto for the year endedDecember 31, 2008 included in the Company’s 2008 Annual Report on Form 10-K. Subsequent events have been evaluated up to andincluding October 20, 2009 which is the date these financial statements were issued.

Each of the Company’s fiscal quarters end on the Sunday closest to the end of the calendar quarter. For 2009 and 2008, theCompany’s fiscal year end is January 3, 2010 and December 28, 2008, respectively. For ease of reference, the calendar quarter enddates are used herein. The three and nine month periods ended September 30, 2009 and 2008 both included 13 weeks and 39 weeks,respectively.

Note 2. Comprehensive Income

Net income is equal to comprehensive income for both the three and nine months ended September 30, 2009 and 2008,respectively.

Note 3. Computation of Earnings Per Share

Basic earnings per share were computed by dividing net earnings by the weighted-average number of common shares outstanding,including vested restricted stock awards, during the period. Diluted earnings per share reflects the potential dilution that would occurif net earnings were divided by the weighted-average number of common shares and potentially dilutive common shares fromoutstanding stock options as well as unvested, time-based restricted stock awards. Potentially dilutive common shares were calculatedusing the treasury stock method and represent incremental shares issuable upon exercise of the Company’s outstanding stock optionsand unvested, time-based restricted stock awards. The Company has awarded restricted stock with both time-based as well asperformance-based vesting provisions. Stock awards based on performance only are not included in the calculation of basic or dilutedearnings per share until the performance criteria are met. For periods in which the Company incurs losses, potentially dilutive sharesare not considered in the calculation of net loss per share, as their impact would be anti-dilutive. For periods in which the Companyhas earnings, out-of-the-money stock options (i.e., the average stock price during the period is below the exercise price of the stockoption) are not included in diluted earnings per share as their effect is anti-dilutive. For the three months ended September 30, 2009and 2008, 1.4 million shares and 0.8 million shares were excluded from the calculation of diluted earnings per share as their effect wasanti-dilutive. For the nine months ended September 30, 2009 and 2008, 1.6 million shares and 0.6 million shares were excluded fromthe calculation of diluted earnings per share as their effect was anti-dilutive.

The following table reconciles the weighted-average shares used in computing basic and diluted earnings per share in therespective periods (in thousands; unaudited): Three months Nine months ended ended September 30, September 30, 2009 2008 2009 2008Shares used in basic earnings per share

(weighted-average common shares outstanding) 29,713 31,915 30,151 31,891 Effect of dilutive stock options and restricted stock

awards 436 733 396 783

Shares used in diluted earnings per share calculation 30,149 32,648 30,547 32,674

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Quidel CorporationNotes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 4. Inventories

Inventories are recorded at the lower of cost (first-in, first-out) or market and consist of the following (in thousands): September 30, December 31, 2009 2008 Raw materials $ 4,732 $ 4,956 Work-in-process (materials, labor and overhead) 3,599 3,108 Finished goods (materials, labor and overhead) 4,552 3,638

$ 12,883 $ 11,702

Note 5. Other Current Liabilities

Other current liabilities consisted of the following (in thousands): September 30, December 31, 2009 2008 Income taxes payable $ 4,016 $ — Volume discounts 2,497 3,593 Accrued professional fees 423 337 Amounts due on technology and license acquisition — 250 Other 334 697

$ 7,270 $ 4,877

Note 6. Income Taxes

The Company recognizes excess tax benefits associated with the exercise of stock options directly to stockholders’ equity onlywhen realized. As of September 30, 2009 and 2008, $1.4 million and $6.2 million, respectively, was considered realized and wasrecorded as a reduction to our income taxes payable and increased additional paid-in capital in the accompanying ConsolidatedBalance Sheets.

The Company is subject to periodic audits by domestic and foreign tax authorities. The Company’s federal tax years for 1993 andforward are subject to examination by the U.S. authorities due to the carry forward of unutilized net operating losses and research anddevelopment credits.

With few exceptions, the Company’s tax years for 1999 and forward are subject to examination by state and foreign tax authorities.The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for taxliabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of taxlaw applied to the facts of each matter.

Note 7. Line of Credit

The Company currently has a $120.0 million senior secured syndicated credit facility (the “Senior Credit Facility”), which matureson October 8, 2013. The Senior Credit Facility bears interest at a rate ranging from 0.50% to 1.75% plus the lender’s prime rate or, atthe Company’s option, a rate ranging from 1.50% to 2.75% plus the London InterBank Offering Rate. The agreement governing theSenior Credit Facility is subject to certain customary limitations, including among others: limitation on liens; limitation on mergers,consolidations and sales of assets; limitation on debt; limitation on dividends, stock redemptions and the redemption and/orprepayment of other debt; limitation on investments (including loans and advances) and acquisitions; limitation on transactions withaffiliates; and limitation on annual capital expenditures. The Company is also subject to financial covenants which include a fundeddebt to earnings before interest, taxes, depreciation and amortization (EBITDA, as defined in the Senior Credit Facility) ratio, and aninterest coverage ratio. The Senior Credit Facility is secured by substantially all present and future assets and properties of theCompany. As of September 30, 2009, the Company had approximately $118.0 million available under the Senior Credit Facility,which can fluctuate from time to time due to, among other factors, the Company’s funded debt to EBITDA ratio. At September 30,2009, the Company had no amounts outstanding under the Senior Credit Facility and was in compliance with all financial covenants.

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(Unaudited)

Note 8. Stockholders’ Equity

During the nine months ended September 30, 2009, 172,289 shares of restricted stock were awarded, 168,418 shares of restrictedstock were cancelled, 328,899 shares of common stock were issued due to the exercise of stock options and 22,384 shares of commonstock were issued in connection with the Company’s employee stock purchase plan (the “ESPP”), resulting in net proceeds to theCompany of approximately $1.7 million. Additionally, during the nine months ended September 30, 2009, 2,114,884 shares ofoutstanding common stock were repurchased for approximately $19.5 million, which primarily included shares repurchased under theCompany’s previously announced share repurchase program, but also included 58,952 shares repurchased in connection with theCompany’s payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certainrestricted stock awards during the nine months ended September 30, 2009.

Note 9. Stock-Based Compensation

The compensation expense related to the Company’s stock-based compensation plans included in the accompanying Statements ofIncome for the three and nine months ended September 30, 2009 and 2008 was as follows (in millions): Three months Nine months ended ended September 30, September 30, 2009 2008 2009 2008 Cost of sales $ 0.1 $ 0.1 $ 0.3 $ 0.3 Research and development 0.1 0.2 0.2 0.5 Sales and marketing 0.1 0.1 0.2 0.1 General and administrative 0.5 0.7 2.0 2.1 Restructuring charges — — (0.2) —

$ 0.8 $ 1.1 $ 2.5 $ 3.0

Total compensation expense recognized for the three months ended September 30, 2009 and 2008 includes $0.7 million and$0.5 million related to stock options and $0.1 million and $0.6 million related to restricted stock, respectively. Total compensationexpense recognized for the nine months ended September 30, 2009 and 2008 includes $1.9 million and $1.7 million related to stockoptions and $0.6 million and $1.3 million related to restricted stock, respectively. Total compensation expense for the nine monthsended September 30, 2009 is net of a $0.2 million compensation expense reversal for certain terminated employees in connection withthe Company’s restructuring plan. As of September 30, 2009, total unrecognized compensation expense related to nonvested stockoptions was $6.5 million, which is expected to be recognized over a weighted-average period of approximately 3.1 years. As ofSeptember 30, 2009, total unrecognized compensation expense related to nonvested restricted stock was $1.4 million, which isexpected to be recognized over a weighted-average period of approximately 3.2 years. Compensation expense capitalized to inventoryand compensation expense related to the Company’s ESPP were not material for the three and nine months ended September 30, 2009and 2008.

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(Unaudited)

Note 9. Stock-Based Compensation (Continued)

The estimated fair value of each stock option award was determined on the date of grant using the Black-Scholes option valuationmodel with the following weighted-average assumptions for the option grants. Nine months ended September 30, 2009 2008Expected option life (in years) 4.65 4.27 Volatility rate 0.52 0.50 Risk-free interest rate 1.87% 2.43%Forfeiture rate 15.5% 12.7%Dividend rate 0% 0%

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2009 and 2008was $4.80 and $7.03, respectively. The grant date fair value of restricted stock is determined based on the closing market price of theCompany’s common stock on the grant date.

Note 10. Industry and Geographic Information

The Company operates in one reportable segment. Sales to customers outside the U.S. represented $21.7 million (22%) and$12.3 million (13%) of total revenue for the nine months ended September 30, 2009 and 2008, respectively. As of September 30, 2009and December 31, 2008, balances due from foreign customers were $8.5 million and $4.7 million, respectively.

The Company had sales to individual customers in excess of 10% of total revenue, as follows: Nine months ended September 30, 2009 2008Customer:

A 16% 20%B 14% 18%C 13% 4%D 11% 8%E 9% 11%

63% 61%

As of September 30, 2009, accounts receivable from customers with balances due in excess of 10% of total accounts receivabletotaled $21.7 million while, at December 31, 2008, accounts receivable from customers with balances due in excess of 10% of totalaccounts receivable totaled $17.9 million.

Note 11. Fair Value Measurement

The Company’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainabledata from independent sources, while unobservable inputs are generally developed internally, utilizing management’s estimates,assumptions and specific knowledge of the assets/liabilities and related market assumptions. The fair value of our cash equivalents andmarketable securities are determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. TheCompany’s marketable securities consist of commercial paper with maturities no greater than 180 days. Unrealized gains wereimmaterial in the period.

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(Unaudited)

Note 12. Restructuring Charges

In March 2009, the Company announced and implemented a restructuring plan (the “Restructuring Plan”). The Restructuring Planprimarily consisted of a workforce reduction (approximately 10% of the Company’s total workforce) as well as consolidation offacility space at its Santa Clara, California location. The expected completion or cash payout date for the workforce reduction is theend of fiscal 2009, at which time the COBRA benefits will expire for terminated employees. The expected completion date relating tothe Santa Clara lease liability is November 2014, the end of the current lease term. The Company recorded a charge of $2.0 millionduring the nine months ended September 30, 2009, which is net of a $0.2 million stock-based compensation expense reversal forcertain terminated employees. During the three months ended September 30, 2009, the Company reduced the restructuring liability by$0.1 million for cash payments made during the period. As of September 30, 2009, the remaining accrual is classified as accruedpayroll and related expenses of $0.1 million, other current liabilities of $0.2 million and other non-current liabilities of $0.8 million inthe accompanying Consolidated Balance Sheets. As part of the Restructuring Plan, the Company recorded an impairment chargerelated to a fixed asset no longer in use. Additionally, the Company vacated the unutilized portion of its Santa Clara facility inApril 2009 and recorded a restructuring charge of approximately $1.1 million in the second quarter of 2009.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this quarterly report, all references to “we,” “our” and “us” refer to Quidel Corporation and its subsidiaries.

Future Uncertainties and Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws that involvematerial risks, assumptions and uncertainties. Many possible events or factors could affect our future financial results andperformance, such that our actual results and performance may differ materially from those that may be described or implied in theforward-looking statements. As such, no forward-looking statement can be guaranteed. Differences in actual results and performancemay arise as a result of a number of factors including, without limitation, seasonality, the timing of onset, length and severity of coldand flu seasons, the level of success in executing on our strategic initiatives, our reliance on sales of our influenza diagnostic tests,uncertainty surrounding the detection of novel influenza viruses involving human specimens, adverse changes in the competitive andeconomic conditions in domestic and international markets, our reliance on and actions of our major distributors, technologicalchanges and uncertainty with research and technology development, including any future molecular-based technology, thereimbursement system currently in place and future changes to that system, manufacturing and production delays or difficulties,adverse actions or delays in product reviews by the U.S. Food and Drug Administration (the “FDA”), intellectual property, productliability, environmental or other litigation, potential required patent license fee payments not currently reflected in our costs, potentialinadequacy of booked reserves and possible impairment of goodwill, and lower than anticipated sales or market penetration of ournew products. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “might,”“expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently.Forward-looking statements in this Quarterly Report include, among others, statements concerning: our outlook for the remainder of2009, including projections about our revenue, gross margins and expenses, projected capital expenditures during the remainder of2009 and our source of funds for such expenditures; the sufficiency of our liquidity and capital resources; and our intention tocontinue to evaluate acquisition licensing opportunities. The risks described under “Risk Factors” in Item 1A of this Report on Form10-Q and our Annual Report on Form 10-K for the year ended December 31, 2008, and elsewhere herein and in reports andregistration statements that we file with the Securities and Exchange Commission (the “SEC”) from time to time, should be carefullyconsidered. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysisonly as of the date of this Quarterly Report. The following should be read in conjunction with the Consolidated Financial Statementsand notes thereto beginning on page 3 of this Quarterly Report. We undertake no obligation to publicly release the results of anyrevision or update of these forward-looking statements, except as required by law.

Overview

We have a leadership position in the development, manufacturing and marketing of rapid diagnostic solutions for decentralizedapplications including point-of-care (“POC”) in infectious diseases and reproductive and women’s health. We focus on POC testingsolutions specifically developed for the physician office lab and acute care markets globally. We sell our products to professionals foruse in physician offices, hospitals, clinical laboratories, retail clinics and wellness screening centers. We market our products in theU.S. through a network of national and regional distributors, supported by a direct sales force. Internationally, we sell and marketprimarily in Japan, Europe and the Middle East through exclusive distributor arrangements.

Outlook

For the remainder of fiscal year 2009, we anticipate year-over-year revenue growth primarily driven by our infectious diseaseproduct lines. We expect gross margins will be positively affected by a more favorable product mix and improved average sellingprices through a significant reduction and re-alignment of incentive programs throughout our distribution channel. Internationally, weexpect continued growth for fiscal year 2009 as we increase the reach of our products to markets around the world. While wesuccessfully executed our restructuring in the first quarter of 2009, we expect costs and expenses to be higher year-over-year, largelyas a result of significant investments in new product development, evaluating new technologies, marketing programs aimed at drivingincreased awareness for influenza testing and increases in our telesales and managed care sales groups.

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Results of Operations

Three months ended September 30, 2009 compared to the three months ended September 30, 2008

Total Revenues

The following table compares total revenues for the three months ended September 30, 2009 and 2008 (in thousands, exceptpercentages): For the three months ended September 30, Increase (Decrease) 2009 2008 $ % Infectious disease net product sales $ 47,023 $ 24,620 $ 22,403 91%Reproductive and women’s health net product sales 5,524 4,013 1,511 38%Other net product sales 3,288 2,892 396 14%Royalty income and license fees 317 343 (26) (8)%

Total revenues $ 56,152 $ 31,868 $ 24,284 76%

The increase in total revenues was primarily due to increased sales globally of our influenza products during the quarter. Webelieve this increase reflects a combination of factors, including a significantly higher than normal incidence of influenza during thesummer with the emergence of the 2009 H1N1 virus and an increase in the number of new physicians using flu tests to aid in thediagnosis of influenza.

The revenue from royalty income and license fees for all periods primarily relate to royalty payments earned on our patentedtechnologies utilized by third parties.

Cost of Sales

Cost of sales increased 46% to $17.7 million, or 31% of total revenues for the three months ended September 30, 2009, comparedto $12.1 million, or 38% of total revenues for the three months ended September 30, 2008. The percentage decrease in cost of sales asa percentage of total revenue was largely due to a more favorable product mix of increased sales of our infectious disease products.

Operating Expenses

The following table compares operating expenses for the three months ended September 30, 2009 and 2008 (in thousands, exceptpercentages): For the three months ended September 30, 2009 2008 Increase (Decrease) As a % of As a % of Operating total Operating total expenses revenues expenses revenues $ %Research and development $3,157 6% $2,753 9% $ 404 15%Sales and marketing 6,400 11% 5,141 16% 1,259 25%General and administrative 4,325 8% 3,438 11% 887 26%Amortization of intangibles 345 1% 1,114 3% (769) (69)%

Research and Development Expense

Research and development expense increased due primarily to development of potential new technologies and products underdevelopment, clinical studies related to our influenza products and an employee bonus accrual.

Sales and Marketing Expense

Sales and marketing expense increased largely as a result of product promotions related to influenza, increased investment in oursales force to further support our leadership position and higher sales commissions corresponding to increased sales of our infectiousdisease products. Other key components of this expense relate to continued investment in assessing future product extensions andenhancements and market research.

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General and Administrative Expense

The increase in general and administrative expense is primarily related to an employee bonus accrual and increased costs inconnection with our new credit facility.

Amortization of Intangibles

The amortization of intangible assets decreased primarily due to the full amortization of a license agreement in December 2008.

Other Income (Expense)

The decrease in interest income is related to the decrease in interest rates and a decrease in our average cash balance during thethree months ended September 30, 2009 as compared to the three months ended September 30, 2008. Interest expense relates tointerest paid on obligations under capital leases, primarily associated with our San Diego facility.

Income Taxes

The effective tax rate for the three months ended September 30, 2009 and 2008 was 38.1% and 38.5%, respectively. We recognizedtax expense of $9.2 million and $3.0 million for the three months ended September 30, 2009 and 2008, respectively.

Nine months ended September 30, 2009 compared to the nine months ended September 30, 2008

Total Revenues

The following table compares total revenues for the nine months ended September 30, 2009 and 2008 (in thousands, exceptpercentages): For the nine months ended September 30, Increase (Decrease) 2009 2008 $ % Infectious disease net product sales $ 70,918 $ 66,250 $ 4,668 7%Reproductive and women’s health net product sales 15,686 18,495 (2,809) (15)%Other net product sales 10,107 9,038 1,069 12%Royalty income and license fees 974 866 108 12%

Total revenues $ 97,685 $ 94,649 $ 3,036 3%

The increase in total revenues was largely due to a net increase in global sales of our influenza products, partially offset by adecrease in sales of our women’s and reproductive health products. The decrease in sales of our women’s and reproductive healthproducts was primarily related to our 2008 strategic sales initiative that affected distributor ordering patterns and had a resultingincrease in their inventories at the beginning of fiscal year 2009. The increase in other net product sales was largely attributable tohigher sales of our veterinary products.

We derive a significant portion of our total revenue from a relatively small number of distributors. Approximately 63% and 61% ofour total revenue for the nine months ended September 30, 2009 and 2008, respectively, were derived from sales through our fivelargest distributors.

The revenue from royalty income and license fees for all periods primarily relate to royalty payments earned on our patentedtechnologies utilized by third parties.

Cost of Sales

Cost of sales decreased 1% to $36.2 million, or 37% of total revenues for the nine months ended September 30, 2009, compared to$36.4 million, or 38% of total revenues for the nine months ended September 30, 2008. The percentage decrease in cost of sales as apercentage of total revenue was largely due to a more favorable product mix of increased sales of our infectious disease products.

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Operating Expenses

The following table compares operating expenses for the nine months ended September 30, 2009 and 2008 (in thousands, exceptpercentages): For the nine months ended September 30, 2009 2008 Increase (Decrease) As a % of As a % of Operating total Operating total expenses revenues expenses revenues $ %Research and development $ 9,003 9% $ 8,755 9% $ 248 3%Sales and marketing 16,538 17% 16,052 17% 486 3%General and administrative 12,125 12% 10,175 11% 1,950 19%Amortization of intangibles 1,040 1% 3,408 4% (2,368) (70)%Restructuring charges 2,038 2% — — 2,038 N/A

Research and Development Expense

Research and development expense increased due primarily to development of potential new technologies and products underdevelopment, clinical studies related to our influenza products and an employee bonus accrual.

Sales and Marketing Expense

Sales and marketing expense increased in 2009 primarily due to product promotions related to influenza and an increasedinvestment in our sales force to further support our leadership position. Other key components of this expense relate to continuedinvestment in assessing future product extensions and enhancements and market research.

General and Administrative Expense

The increase in general and administrative expense is primarily related to the hiring of new executives, an employee bonus accrualand costs incurred in connection with our new credit facility.

Amortization of Intangibles

The amortization of intangible assets decreased primarily due to the full amortization of a license agreement in December 2008.

Restructuring Charges

We recorded a restructuring charge of $2.0 million, comprised of severance costs and costs associated with vacating the unutilizedportion of our Santa Clara facility, during the nine months ended September 30, 2009, which is net of a $0.2 million stock-basedcompensation expense reversal for certain terminated employees.

Other Income (Expense)

The decrease in interest income is related to the decrease in interest rates and a decrease in our average cash balance during thenine months ended September 30, 2009 as compared to the nine months ended September 30, 2008. Interest expense relates to interestpaid on obligations under capital leases, primarily associated with our San Diego facility.

Income Taxes

The effective tax rate for the nine months ended September 30, 2009 and 2008 was 38.0% and 38.5%, respectively. We recognizedtax expense of $7.8 million and $8.0 million for the nine months ended September 30, 2009 and 2008, respectively.

Liquidity and Capital Resources

As of September 30, 2009, our principal sources of liquidity consisted of $60.3 million in cash and cash equivalents, $5.0 millionin marketable securities, as well as the $118.0 million available to us under our senior secured syndicated credit facility (the “SeniorCredit Facility”), which can fluctuate from time to time due to, among other factors, our funded debt to EBITDA ratio. Our workingcapital as of September 30, 2009 was $87.0 million.

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Changes in operating assets and liabilities are primarily driven by the increase and timing of revenue during the nine months endedSeptember 30, 2009.

Our investing activities used $8.3 million during the nine months ended September 30, 2009 primarily for the acquisition ofproduction and scientific equipment, building improvements and the purchase of marketable securities.

We are planning approximately $4.0 million in capital expenditures for the remainder of 2009. The primary purpose for our capitalexpenditures is to acquire manufacturing equipment, implement facility improvements, and for information technology. We plan tofund these capital expenditures with cash flow from operations. We have $4.0 million in firm purchase commitments with respect tosuch planned capital expenditures as of the date of filing this report.

Our financing activities used $17.0 million of cash during the nine months ended September 30, 2009. This was primarily related tothe repurchase of approximately 2.1 million shares of our common stock at a cost of approximately $19.5 million. Our proceeds fromthe issuance of common stock, associated with the exercising of stock options, was $1.7 million during the nine months endedSeptember 30, 2009. Additionally, a benefit was realized in the amount of $1.4 million from excess taxes from share-basedcompensation.

Our $120.0 million Senior Credit Facility matures on October 8, 2013. The Senior Credit Facility bears interest at a rate rangingfrom 0.50% to 1.75% plus the lender’s prime rate or, at our option, a rate ranging from 1.50% to 2.75% plus the London InterBankOffering Rate. The agreement governing the Senior Credit Facility is subject to certain customary limitations, including among others:limitation on liens; limitation on mergers, consolidations and sales of assets; limitation on debt; limitation on dividends, stockredemptions and the redemption and/or prepayment of other debt; limitation on investments (including loans and advances) andacquisitions; limitation on transactions with affiliates; and limitation on annual capital expenditures. The terms of the Senior CreditFacility require us to comply with certain financial covenants which include a funded debt to earnings before interest, taxes,depreciation and amortization (EBITDA, as defined in the Senior Credit Facility) ratio, and an interest coverage ratio. The SeniorCredit Facility is secured by substantially all present and future assets and properties of the Company. As of September 30, 2009, wehad approximately $118.0 million available under the Senior Credit Facility. At September 30, 2009, we had no amounts outstandingunder the Senior Credit Facility and we were in compliance with all financial covenants.

We also intend to continue evaluation of acquisition and technology licensing candidates. As such, we may need to incur additionaldebt, or issue additional equity, to successfully complete these transactions. Cash requirements fluctuate as a result of numerousfactors, such as the extent to which we generate cash from operations, progress in research and development projects, competition andtechnological developments and the time and expenditures required to obtain governmental approval of our products. Based on ourcurrent cash position and the current assessment of future operating results, we believe that our existing sources of liquidity will beadequate to meet operating needs during the next 12 months and the foreseeable future.

Off-Balance Sheet Arrangements

At September 30, 2009, we did not have any relationships with unconsolidated entities or financial partners, such as entities oftenreferred to as structured finance or special purpose entities, which would have been established for the purpose of facilitatingoff-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to anyfinancing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements,which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financialstatements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related tocustomer programs and incentives, bad debts, inventories, intangible assets, income taxes, stock-based compensation, restructuringand contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed tobe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assetsand liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under differentassumptions or conditions.

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There have been no significant changes in critical accounting policies or management estimates since the year ended December 31,2008. A comprehensive discussion of our critical accounting policies and management estimates is included in Management’sDiscussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year endedDecember 31, 2008.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The fair market value of our floating interest rate debt is subject to interest rate risk. Generally, the fair market value of floatinginterest rate debt will vary as interest rates increase or decrease. A hypothetical 100 basis point adverse move in interest rates alongthe entire interest rate yield curve would not materially affect the fair value of our interest sensitive financial instruments atSeptember 30, 2009. Based on our market risk sensitive instruments outstanding at September 30, 2009 and 2008, we have determinedthat there was no material market risk exposure to our consolidated financial position, results of operations or cash flows as of suchdates.

Our current investment policy with respect to our cash and cash equivalents and marketable securities focuses on maintainingacceptable levels of interest rate risk and liquidity. Although we continually evaluate our placement of investments, as ofSeptember 30, 2009, our cash and cash equivalents and marketable securities were placed in certificates of deposit, commercial paper,money market or overnight funds that are highly liquid and which we believe are not subject to material market fluctuation risk.

Foreign Currency Exchange Risk

All of our international sales are negotiated for and paid in U.S. dollars. Nonetheless, these sales are subject to currency risks, sincechanges in the values of foreign currencies relative to the value of the U.S. dollar can render our products comparatively moreexpensive. These exchange rate fluctuations could negatively impact international sales of our products, as could changes in thegeneral economic conditions in those markets. Continued change in the values of the Euro, the Japanese Yen and other foreigncurrencies could have a negative impact on our business, financial condition and results of operations. We do not currently hedgeagainst exchange rate fluctuations, which means that we are fully exposed to exchange rate changes.

ITEM 4. Controls and Procedures

Evaluation of disclosure controls and procedures: We have performed an evaluation under the supervision and with theparticipation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of theeffectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the“Exchange Act”). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effectiveas of September 30, 2009 to provide reasonable assurance that information required to be disclosed by us in the reports filed orsubmitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in theSEC’s rules and forms.

Changes in internal control over financial reporting: There was no change in our internal control over financial reporting duringthe three months ended September 30, 2009 that materially affected, or is reasonably likely to materially affect, our internal controlover financial reporting.

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PART II OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

There has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscalyear ended December 31, 2008. For a detailed description of our risk factors, refer to Item 1A, “Risk Factors” of our Annual Reporton Form 10-K for the year ended December 31, 2008.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth information regarding repurchases of our common stock by us during the three months endedSeptember 30, 2009: Approximate dollar value of shares that Total number may yet be Total number Average of shares purchased purchased of shares price paid as part of publicly under the plan or program

Period purchased per share announced plan or program (1) July 1 — July 31, 2009 — $ — — $ 8,066,000 August 1 — August 31, 2009 — — — 8,066,000 September 1 — September 30, 2009 — — — 8,066,000

Total — $ — — $ 8,066,000

(1) In June 2005, we announced that our Board of Directors authorized us to repurchase up to $25.0 million in shares of our commonstock under a stock repurchase program. In March 2007, we announced that our Board of Directors authorized us to repurchaseup to an additional $25.0 million in shares of our common stock under our stock repurchase program. In December 2008, weannounced that our Board of Directors authorized us to repurchase up to an additional $25.0 million in shares of our commonstock under our stock repurchase program. Any shares of common stock repurchased under this program will no longer bedeemed outstanding upon repurchase and will be returned to the pool of authorized shares. This repurchase program will expireon December 1, 2010 unless extended by our Board of Directors.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. Exhibits Exhibit Number 3.1

Certificate of Incorporation, as amended. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K filed on February 26, 1991.)

3.2

Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K datedNovember 8, 2000.)

4.1

Certificate of Designations of Series C Junior Participating Preferred Stock as filed with the State of Delaware onDecember 31, 1996. (Incorporated by reference to Exhibit 1(A) to the Registrant’s Registration Statement on Form 8-Afiled on January 14, 1997.)

4.2

Amended and Restated Rights Agreement dated as of December 29, 2006 between Registrant and American StockTransfer and Trust Company, as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Registrant’s CurrentReport on Form 8-K filed on January 5, 2007.)

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Exhibit Number 10.1*(1) Employment Offer Letter, dated June 22, 2009, between Quidel Corporation and Timothy T. Stenzel. 10.2*(1)

Agreement Re: Change in Control, entered into on September 1, 2009, between Quidel Corporation and Timothy T.Stenzel.

31.1*

Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification by Principal Financial and Accounting Officer of Registrant pursuant to Rules 13a-14 and 15d-14, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certifications by Principal Executive Officer and Principal Financial and Accounting Officer of Registrant pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

(1) Indicates a management plan or compensatory plan or arrangement.18


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized. Date: October 20, 2009 QUIDEL CORPORATION

/s/ DOUGLAS C. BRYANT Douglas C. Bryant

President and Chief Executive Officer(Principal Executive Officer)

/s/ JOHN M. RADAK John M. Radak

Chief Financial Officer(Principal Financial Officer and Accounting Officer)

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Exhibit Index Exhibit Number 3.1

Certificate of Incorporation, as amended. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report onForm 8-K filed on February 26, 1991.)

3.2

Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K datedNovember 8, 2000.)

4.1

Certificate of Designations of Series C Junior Participating Preferred Stock as filed with the State of Delaware onDecember 31, 1996 (Incorporated by reference to Exhibit 1(A) to the Registrant’s Registration Statement on Form 8-Afiled on January 14, 1997.)

4.2

Amended and Restated Rights Agreement dated as of December 29, 2006 between Registrant and American StockTransfer and Trust Company, as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Registrant’s CurrentReport on Form 8-K filed on January 5, 2007.)

10.1*(1) Employment Offer Letter, dated June 22, 2009, between Quidel Corporation and Timothy T. Stenzel. 10.2*(1)

Agreement Re: Change in Control, entered into on September 1, 2009, between Quidel Corporation and Timothy T.Stenzel.

31.1*

Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification by Principal Financial and Accounting Officer of Registrant pursuant to Rules 13a-14 and 15d-14, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certifications by Principal Executive Officer and Principal Financial and Accounting Officer of Registrant pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

(1) Indicates a management plan or compensatory plan or arrangement.20


Exhibit 10.1

June 22, 2009

Dr. Tim Stenzel1700 Hog Hollow RoadDripping Springs, TX 78620

Dear Tim:

We are pleased to extend the following offer of employment to you: Title: Chief Scientific Officer Reporting to: Doug Bryant, President & CEO Compensation: $285,000 annually Annual Bonus:

You will participate in the bonus plan with a target bonus of 40% at achievement of plan, consistent withour SVP level executives.

Equity:

You will receive equity equal to $325,000 in total value with half of such value awarded in the form ofnon-qualified stock options (vesting over four years with 50% vesting on the second anniversary of thegrant date and annually thereafter) and half of such value in the form of time-based restricted stock (cliffvesting at the end of four years). The purchase price will be the closing NASDAQ market price ofQuidel’s stock on your actual start date.

Vacation Benefit: You will receive four weeks of vacation per year, accrued from your anniversary date. Relocation/Inducement Bonus:

You will receive $100,000 (net), payable as a lump sum in the first ten days of employment. In addition,Quidel will pay for up to 90 days of temporary housing and will put you in touch with RelocationCoordinates for assistance with your move.

Change in ControlAgreement:

You will be provided with change of control protection as outlined for other officers. Details of thisprotection are contained in the attached Agreement re:

Change in Control. Start Date: TBD

In addition to the above, as a Quidel employee, you will be eligible to participate in our benefits programs, which will take effect onyour first day of employment. A summary of these benefits is provided in the enclosed materials. Details of these benefit plans will beprovided to you upon your employment.

As a condition of employment with Quidel Corporation, you will be required to: (1) read, sign and return one copy of the enclosedInvention and Confidential Information Agreement; (2) within the first three days of employment, you must provide documents fromthe enclosed List of Acceptable Documents (I-9) which prove your identity and right to work in the United States; and (3) read, signand return one copy of page 5 of the enclosed Employee Code of Conduct.


Dr. Tim StenzelOffer LetterPage 2

This offer of employment is contingent upon successfully passing a pre-employment drug screen, background and reference check.Our vendor will be in contact with you to set up your drug screen appointment, which must be completed as soon as reasonablypossible.

Quidel Corporation is an at-will employer. This means that you have the right to terminate your employment with Quidel at any time,for any reason, with or without notice. Similarly, Quidel has the right to terminate the employment relationship at any time, for anyreason, with or without notice. Any contrary representations, which may have been made to you, are superseded by this offer. Anymodifications to this “at-will” term of your employment must be in writing and signed by you and Quidel’s President.

If you should voluntarily leave the company within two years of beginning work, or two years of receiving relocation assistance,whichever is later, you will be required to repay a prorated portion of all relocation expenses covered by Quidel. You must make thisrepayment within 30 days of providing notice of your resignation.

This offer expires seven days from the date of this letter. Please indicate your acceptance of our offer by signing below and returning acopy of this letter to Human Resources as soon as possible.

Tim, on behalf of senior management, we are looking forward to having you join us as we work together to provide quality productsto the medical community and to create value for the employees and shareholders of Quidel Corporation.

Sincerely,

/s/ Phyllis Huckabee

Phyllis HuckabeeVice President, Human Resources

cc: Doug BryantHuman Resources

Enclosures

I have read, understand and accept these terms and conditions of employment. I further understand that while my salary, benefits, jobtitle and job duties may change from time to time without a written modification of this agreement, the at-will term of my employmentis a term of employment which cannot be altered or modified except in writing, signed by me and Quidel’s President. /s/ Tim Stenzel July 6, 2009

Signature Date


Exhibit 10.2

AGREEMENT RE: CHANGE IN CONTROL

This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of September 1, 2009 and is entered into by andbetween Timothy T. Stenzel (“Executive”) and Quidel Corporation, a Delaware corporation (the “Company”).

Background

The Company believes that because of its position in the industry, financial resources and historical operating results there is apossibility that the Company may become the subject of a Change in Control (as defined below), either now or at some time in thefuture.

The Company believes that it is in the best interest of the Company and its stockholders to foster Executive’s objectivity in makingdecisions with respect to any pending or threatened Change in Control of the Company and to assure that the Company will have thecontinued dedication and availability of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control. TheCompany believes that these goals can best be accomplished by alleviating certain of the risks and uncertainties with regard toExecutive’s financial and professional security that would be created by a pending or threatened Change in Control and that inevitablywould distract Executive and could impair his ability to objectively perform his duties for and on behalf of the Company. Accordingly,the Company believes that it is appropriate and in the best interest of the Company and its stockholders to provide to Executivecompensation arrangements upon a Change in Control that lessen Executive’s financial risks and uncertainties and that are reasonablycompetitive with those of other corporations.

With these and other considerations in mind, the Compensation Committee of the Company has authorized the Company to enterinto this Agreement with the Executive to provide the protections set forth herein for Executive’s financial security following aChange in Control.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt of which ishereby acknowledged, it is hereby agreed as follows:

Agreement

1. Term of Agreement. This Agreement shall be effective as of the date of commencement of work and, subject to the provisionsof Section 4, shall extend to (and thereupon automatically terminate) one (1) day after Executive’s termination of employment withthe Company for any reason. No termination of this Agreement shall limit, alter or otherwise affect Executive’s rights hereunder withrespect to a Change in Control which has occurred prior to such termination, including without limitation Executive’s right to receivethe various benefits hereunder.

2. Purpose of Agreement. The purpose of this Agreement is to provide that, in the event of a “Change in Control,” Executive maybecome entitled to receive certain additional benefits, as described herein, in the event of his termination under specifiedcircumstances.

3. Change in Control. As used in this Agreement, the phrase “Change in Control” shall mean:


(i) Except as provided by subparagraph (iii) hereof, the acquisition (other than from the Company) by any person, entity or“group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (excluding, for this purpose, the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiarieswhich acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of forty percent (40%) or more of either the then outstanding shares of common stock or thecombined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

(ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that anyperson becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders,is or was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election ornomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating tothe election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under theExchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation with any other person, entity orcorporation, other than

(1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) morethan fifty percent (50%) of the combined voting power of the voting securities of the Company or such other entity outstandingimmediately after such merger or consolidation, or

(2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which noperson acquires forty percent (40%) or more of the combined voting power of the Company’s then outstanding voting securities; or

(iv) Approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for thesale or other disposition by the Company of all or substantially all of the Company’s assets.

4. Effect of a Change in Control. In the event of a Change in Control, Sections 6 through 13 of this Agreement shall becomeapplicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which theChange in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated onaccount of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force oreffect.

5. Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with theCompany and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination”unless:

2


(a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shallnot be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, orwithin thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any materialrespect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or changeExecutive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following suchreduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonableopportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively beconsidered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantialdiminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, generalworking environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if,without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five(25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’sauthority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express andvoluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or nolonger has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is notcontrolled by another entity or person.

(b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical ormental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for theCompany and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total andpermanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate aphysician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shallnominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determinationas to Disability.

(c) Executive is involuntarily terminated for “Cause.” For this purpose, “Cause” shall be limited to only three types of events:

(1) the willful and deliberate refusal of Executive to comply with a lawful, written instruction of the Board of Directors,which refusal is not remedied by Executive within a reasonable period of time after his receipt of written notice from theCompany identifying the refusal, so long as the instruction is consistent with the scope and responsibilities of Executive’sposition prior to the Change in Control;

(2) an act or acts of personal dishonesty by Executive which were intended to result in substantial personal enrichment ofExecutive at the expense of the Company; or

(3) Executive’s conviction of any felony involving an act of moral turpitude.3


6. Severance Payment. If Executive’s employment is terminated as a result of a Qualifying Termination, the Company shall payExecutive within thirty (30) days after the Qualifying Termination a cash lump sum equal to two (2) times the Executive’sCompensation (the “Severance Payment”).

(a) For purposes of this Agreement, Executive’s “Compensation” shall equal the sum of (i) Executive’s highest annual salaryrate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, plus (ii) a “BonusIncrement.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid toExecutive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of theCompany’s bonus and incentive compensation plans or arrangement.

(b) [Intentionally Deleted.]

(c) The Severance Payment hereunder is in lieu of any severance payment that Executive might otherwise be entitled to from theCompany in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any otheroral or written agreement; provided, however, that Executive shall continue to be entitled to receive the severance pay benefitsunder the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination isnot a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control.

(d) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employmentwith the Company, Executive is a “specified employee” as defined in Section 409A of the Code, and one or more of the paymentsor benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to theadditional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code(the “Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will beprovided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service”or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the impositionof Section 409A Taxes. The provisions of this Section 6(d) shall only apply to the minimum extent required to avoid Executive’sincurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penaltytax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company mayreform such provision to maintain to the maximum extent practicable the original intent of the applicable provision withoutviolating the provisions of Section 409A of the Code.

7. Additional Benefits.

(a) In the event of a Qualifying Termination, any and all unvested stock options of Executive shall immediately become fullyvested and exercisable and any and all restrictions on Executive’s restricted stock shall immediately and automatically lapse (exceptas otherwise expressly agreed to, in writing, by both parties, including whether prior to or after the execution of this Agreement).

4


(b) In the event of a Qualifying Termination, Executive shall be entitled to continue to participate in the following executivebenefit programs which had been made available to Executive (including his family) before the Qualifying Termination: groupmedical insurance, group dental insurance, and group vision insurance. These programs shall be continued at no cost to Executive,except to the extent that tax rules require the inclusion of the value of such benefits in Executive’s income. The programs shall becontinued in the same way and at the same level as immediately prior to the Qualifying Termination. The programs shall continuefor Executive’s benefit for two (2) years after the date of the Qualifying Termination; provided, however, that Executive’sparticipation in each of such programs shall be earlier terminated or reduced, as applicable, if and to the extent Executive receivesbenefits as a result of concurrent coverage through another program.

(c) In the event of a Qualifying Termination, Executive shall be entitled to receive from the Company, upon such Termination,the sum of $25,000 to help defray legal fees, tax and accounting fees, executive outplacement services, and other costs associatedwith transitional matters.

8. Limitation on Payments. Notwithstanding anything to the contrary herein, in the event that the sum aggregate present value of(i) the Severance Payment payable under Section 6 hereof, (ii) any and all additional amount or benefits which may be paid orconferred to or on behalf of Executive in accordance with Section 7 hereof, and (iii) any and all other amounts or benefits paid orconferred to or on behalf of Executive would constitute a “parachute payment” (“parachute payment” as used in this Agreement shallbe defined in accordance with Section 280G(b)(2), or any successor thereto, of the Internal Revenue Code of 1986, as amended), thepayments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to Executive under thisAgreement constitutes a parachute payment; provided, however, that no such reduction under this Section 8 shall be made if the netafter-tax payment (after taking into account, Federal, state, local or other income and excise taxes) to which Executive wouldotherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state,local or other income and excise taxes) to Executive resulting from the receipt of such payments with such reduction. If, as a result ofsubsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement), it isdetermined that payments hereunder have been reduced by more than the minimum amount required under this Section 8, then anadditional payment shall be promptly made to Executive in an amount equal to the excess reduction. All determinations required to bemade under this Section 8, including whether a payment would result in a parachute payment and the assumptions to be utilized inarriving at such determination, shall be made and approved within fifteen (15) days after the Qualifying Termination by both(1) accountants selected by the Company and (2) Executive’s designated financial advisor.

9. Nonsolicitation Covenant. In consideration of the payments to be made to Executive hereunder, Executive hereby covenants, fora period of two (2) years following the Qualifying Termination, that he will not, directly or indirectly (whether as an officer, director,employee, individual proprietor, control shareholder, consultant, partner or otherwise) (i) solicit, recruit or hire-away any employee ofthe Company or successor of the Company or (ii) solicit, influence or attempt to influence any person or entity to terminate suchperson’s or entity’s contractual and/or business relationship with the Company or successor of the Company. With regard to thisSection 9, Executive acknowledges that the provisions herein are reasonable in both scope and duration and necessary to protect thebusiness of the Company or its successor.

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10. Rights and Obligations Prior to a Change in Control. Prior to the date which is thirty (30) days before a Change in Control, therights and obligations of Executive with respect to his employment by the Company shall be determined in accordance with thepolicies and procedures adopted from time to time by the Company and the provisions of any written employment contract in effectbetween the Company and Executive from time to time. This Agreement deals only with certain rights and obligations of Executivesubsequent, or within thirty (30) days prior to, a Change in Control, and the existence of this Agreement shall not be treated as raisingany inference with respect to what rights and obligations exist prior to the date which is thirty (30) days before a Change in Control.Unless otherwise expressly set forth in a separate written employment agreement between Executive and the Company, theemployment of Executive is expressly at-will, and Executive or the Company may terminate Executive’s employment with theCompany at any time and for any reason, with or without cause, provided that if such termination occurs within thirty (30) days priorto or three (3) years after a Change in Control and constitutes a Qualifying Termination (as defined in Section 5 above) the provisionsof this Agreement shall govern the payment of the Severance Payment and certain other benefits as provided herein.

11. Non-Exclusivity of Rights. Subject to Section 6(c) hereof, nothing in this Agreement shall prevent or limit Executive’scontinuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of itsaffiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executivemay have under any stock option or other agreements with the Company or any of its affiliated companies. Except as otherwiseprovided in Section 6(c) hereof, amounts which are vested benefits or which Executive is otherwise entitled to receive under any planor program of the Company or any of its affiliated companies at or subsequent to the date of any Qualified Termination shall bepayable in accordance with such plan or program.

12. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counter-claim, recoupment, defense or other claim, right, or action whichthe Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or to take anyother action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. The Companyagrees to pay, to the full extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result ofExecutive’s successful collection efforts to receive amounts payable hereunder, or as a result of any contest (regardless of the outcomethereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or anyguarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to thisSection).

13. Successors.

(a) This Agreement is personal to Executive, and without the prior written consent of the Company shall not be assignable byExecutive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceableby Executive’s legal representatives.

(b) The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon thesuccessors and assigns of the Company.

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14. Governing Law. This Agreement is made and entered into in the State of California, and the internal laws of California shallgovern its validity and interpretation in the performance by the parties hereto of their respective duties and obligations hereunder.

15. Modifications. This Agreement may be amended or modified only by an instrument in writing executed by all of the partieshereto.

16. Dispute Resolution.

(a) Any controversy or dispute between the parties involving the construction, interpretation, application or performance of theterms, covenants, or conditions of this Agreement or in any way arising under this Agreement (a “Covered Dispute”) shall, ondemand by either of the parties by written notice served on the other party in the manner prescribed in Section 17 hereof, bereferenced pursuant to the procedures described in California Code of Civil Procedure (“CCP”) Sections 638, et seq., as they maybe amended from time to time (the “Reference Procedures”), to a retired Judge from the Superior Court for the County of SanDiego or the County of Orange for a decision.

(b) The Reference Procedures shall be commenced by either party by the filing in the Superior Court of the State of Californiafor the County of San Diego or the County of Orange of a petition pursuant to CCP Section 638(a) (a “Petition”). Said Petition shalldesignate as a referee a Judge from the list of retired San Diego County and Orange County Superior Court Judges who have madethemselves available for trial or settlement of civil litigation under said Reference Procedures. If the parties hereto are unable toagree on the designation of a particular retired San Diego County or Orange County Superior Court Judge or the designated Judgeis unavailable or unable to serve in such capacity, request shall be made in said Petition that the Presiding or Assistant PresidingJudge of the San Diego County Superior Court or the Orange County Superior Court, as relevant, appoint as referee a retired SanDiego County or Orange County Superior Court Judge from the aforementioned list.

(c) Except as hereafter agreed by the parties, the referee shall apply the internal law of California in deciding the issuessubmitted hereunder. Unless formal pleadings are waived by agreement among the parties and the referee, the moving party shallfile and serve its complaint within 15 days from the date a referee is designated as provided herein, and the other party shall have15 days thereafter in which to plead to said complaint. Each of the parties reserves its respective rights to allege and assert in suchpleadings all claims, causes of action, contentions and defenses which it may have arising out of or relating to the general subjectmatter of the Covered Dispute that is being determined pursuant to the Reference Procedures. Reasonable notice of any motionsbefore the referee shall be given, and all matters shall be set at the convenience of the referee. Discovery shall be conducted as theparties agree or as allowed by the referee. Unless waived by each of the parties, a reporter shall be present at all proceedings beforethe referee.

(d) It is the parties’ intention by this Section 16 that all issues of fact and law and all matters of a legal and equitable naturerelated to any Covered Dispute will be submitted for determination by a referee designated as provided herein. Accordingly, theparties hereby stipulate that a referee designated as provided herein shall have all powers of a Judge of the Superior Courtincluding, without limitation, the power to grant equitable and interlocutory and permanent injunctive relief.

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(e) Each of the parties specifically (i) consents to the exercise of jurisdiction over his person by a referee designated as providedherein with respect to any and all Covered Disputes; and (ii) consents to the personal jurisdiction of the California courts withrespect to any appeal or review of the decision of any such referee.

(f) Each of the parties acknowledges that the decision by a referee designated as provided herein shall be a basis for a judgmentas provided in CCP Section 644 and shall be subject to exception and review as provided in CCP Section 645.

17. Notices. Any notice or communications required or permitted to be given to the parties hereto shall be delivered personally orbe sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered asfollows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section: Quidel Corporation Timothy T. Stenzel10165 McKellar Court 1700 Hog Hollow RoadSan Diego, CA 92121 Dripping Springs, TX 78620Attn: President

18. Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

19. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of thisAgreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been containedherein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will mostnearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or morethe provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof,this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable inany other governmental jurisdiction or subdivision thereof.

20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but allof which shall together constitute one in the same Agreement.

[Remainder of page left blank intentionally, signatures on following page]8


IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and yearfirst written above in San Diego, California. Quidel Corporation By: /s/ Douglas Bryant

Title: President & CEO Timothy T. Stenzel By: /s/ Timothy T. Stenzel

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas C. Bryant, certify that:

1. I have reviewed this report on Form 10-Q of Quidel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

Date: October 20, 2009 /s/ DOUGLAS C. BRYANT Douglas C. Bryant

President and Chief Executive Officer(Principal Executive Officer)


Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Radak, certify that:

1. I have reviewed this report on Form 10-Q of Quidel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

Date: October 20, 2009 /s/ JOHN M. RADAK John M. Radak

Chief Financial Officer(Principal Financial Officer and Accounting Officer)


Exhibit 32.1

Certifications by the Principal Executive Officer and Principal Financial and Accounting Officer of Registrantpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Each of the undersigned hereby certifies, in his capacity as an officer of Quidel Corporation, a Delaware corporation (the“Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that tothe best of his knowledge:

• the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, as filed with the Securities andExchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, as amended; and

• the information contained in such report fairly presents, in all material respects, the financial condition and results ofoperations of the Company.

Dated: October 20, 2009 /s/ DOUGLAS C. BRYANT Douglas C. Bryant President and Chief Executive Officer(Principal Executive Officer)

/s/ JOHN M. RADAK John M. Radak Chief Financial Officer(Principal Financial Officer and Accounting Officer)

Note: A signed original of this written statement required by Section 906 has been provided to Quidel Corporation and will beretained by Quidel Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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Q3 2009 Earning Report of Quidel Corporation

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