International Murex Technologies Corp · 10-K · For 12/31/96

Filed On 3/24/97   ·   SEC File 0-26144   ·   Accession Number 950120-97-67

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         44    234K 
 2: EX-10       Exhibit 10.5.1                                        15±    70K 
 3: EX-10       Exhibit 10.12                                          6     28K 
 4: EX-10       Exhibit 10.13                                          6     28K 
 5: EX-10       Exhibit 10.14                                        108±   436K 
 6: EX-10       Exhibit 10.15                                          4     21K 
 7: EX-10       Exhibit 10.16                                          3     17K 
 8: EX-10       Exhibit 10.17                                         16±    58K 
 9: EX-10       Exhibit 10.18                                         20±    88K 
10: EX-10       Exhibit 10.19                                         19±    87K 
11: EX-10       Exhibit 10.20                                         16±    69K 
12: EX-11       Statement re: Computation of Earnings Per Share        2±     9K 
13: EX-21       Subsidiaries of the Registrant                         1      8K 
14: EX-11       Exhibit 24                                             9     22K 
15: EX-27       Art 5 FDS for Form 10-K                                1      9K 

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      SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C. 20549

     FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
      EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1996

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the Transition period from ____ to ____

      Commission File Number 0-26144
                             -------

      INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
      ----------------------------------------------------
      (Exact name of registrant as specified in its charter)

   BRITISH COLUMBIA, CANADA                   NOT APPLICABLE
    ------------------------                  ----------------
  (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)           Identification Number)

      2255 B. QUEEN STREET EAST, SUITE 828
     TORONTO, ONTARIO  M4E 1G3
      --------------------------------------------------------------
      (Address, including zip code, of principal executive officers)

      (519) 836-8016
     ---------------------------------------------------
      (Registrant's telephone number, including area code)

     Securities registered pursuant to Section 12(b) of the Act:

      NONE

     Securities registered pursuant to Section 12(g) of the Act:

     COMMON SHARES, NO PAR VALUE

   Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the  
   Securities Exchange Act of 1934 during the preceding 12 months,
     and (2) has been subject to such filing requirements for the past
90 days.  Yes   X    No     .                               
----      ----                  

Indicate by check mark if disclosure of delinquent filers   
   pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's  
knowledge, in the definitive proxy statement incorporated by
    reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]                                           

     The aggregate market value of the Registrant's outstanding Common
   Shares held by non-affiliates of the Registrant as of March 14,
    1997 was U.S. $128,244,462.  There were 16,285,011 Common Shares
outstanding as of March 14, 1997.                           

      DOCUMENTS INCORPORATED BY REFERENCE:
      ------------------------------------

Portions of the Registrant's Proxy Statement for the Annual 
  General Meeting of Shareholders to be held on May 13, 1997 are
incorporated by reference in Part III hereof.               

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    INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
      Annual Report on Form 10-K
     For the Fiscal Year Ended December 31, 1996

     Table of Contents
      ------------------

    Item                                                        Page
     Number                                                     Number
     ------                                                     ------

      PART I

   1.     Business...............................................3

   2.     Properties.............................................9

   3.     Legal Proceedings......................................9

   4.     Submission of Matters to a Vote of Security Holders...10

     PART II

5.     Market for the Registrant's Common Shares            
          and Related Shareholder Matters.......................11

   6.     Selected Financial Data...............................12

7.     Management's Discussion and Analysis of Financial    
          Condition and Results of Operations...................13

   8.     Financial Statements and Supplementary Data...........17

9.     Changes in and Disagreements with Accountants        
          on Accounting and Financial Disclosure................35

      PART III

   10.    Directors and Executive Officers of the Registrant....35

   11.    Executive Compensation................................35

12.    Security Ownership of Certain Beneficial Owners      
          and Management........................................35

   13.    Certain Relationships and Related Transactions........35

     PART IV

14.    Exhibits, Financial Statements, and Reports          
          on Form 8-K...........................................36

          Signatures............................................40

          Index of Exhibits.....................................46

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      PART I
ITEM 1.  BUSINESS                                           

GENERAL                                                     
-------                                                     

        International Murex Technologies Corporation ("IMTC"), has
  many separately incorporated subsidiaries operating throughout
     the world generally under the Murex name (the "Murex Group"). The
     Murex Group develops, manufactures and markets medical diagnostic
products and provides medical services for the screening,   
     diagnosis and monitoring of infectious diseases and other medical
conditions.                                                 

          In February 1992, the Murex Group acquired all the operating
     assets and assumed certain related liabilities of the diagnostics
  division of The Wellcome Foundation Limited ("Wellcome"). This
    acquisition significantly altered the scope of the Murex Group's
   business. Employees increased by 620, and over 600 new products
were added resulting in a corresponding increase in annual  
    revenues from $2.5 million in 1991 to $72 million in 1992.  As a
  result of this acquisition, IMTC was converted from a research
  and development company with a blood banking operation selling
products through an international distributor network to a  
  holding company which conducts business in a dozen major world
   currencies via its subsidiaries with manufacturing capabilities
and an international direct sales force.                    

          The Murex Group performs research, develops and manufactures
 in vitro diagnostic products mainly in the United Kingdom and
    markets them throughout the world, using 15 distribution centers
     supporting a direct sales force in 35 countries and a distributor
network in more than 100 countries.  The Murex Group also   
   distributes products manufactured by third parties.  Currently,
     the Murex Group markets diagnostic tests, reagent components, and
  systems for use in clinical laboratories and blood banks.  The
     Murex Group sells approximately 110 products in the United States
which meet the U.S. Food and Drug Administration ("FDA")    
requirements.  The Murex Group does not presently intend to 
market its remaining products in the United States.         

         The majority of the Murex Group's products and technologies
    relate to two primary product groups:  virology and bacteriology
assays for screening, diagnosis and monitoring of infectious
     diseases.  Worldwide sales of blood viral tests for HIV, Human T-
Cell Lymphotropic Virus ("HTLV") and hepatitis constituted  
  approximately 42% and 51% of the Company's revenue during 1996
and 1995, respectively.  There had been patent infringement 
     claims against several subsidiaries of the Murex Group related to
    their Hepatitis C ("HCV") tests, which constitutes a significant
portion of hepatitis test sales.  On August 28, 1996, IMTC  
    reached a worldwide agreement with Chiron Corporation ("Chiron")
    and Ortho Diagnostic Systems Inc. ("Ortho") concerning tests for
HCV under which all litigation among the parties permanently
ceased and Murex received a worldwide license for its HCV   
Serotyping product and licenses for other HCV products in   
selected countries excluding North America, European Union  
members and Japan.  See "Business--Patents, Trademarks, and 
Licenses".                                                  

      In August 1995, Murex Corporation ("Murex"), a majority-
     owned subsidiary, was merged into Murex Diagnostics Inc. ("MDI").
   Murex developed an in vitro rapid format, Single Use Diagnostic
     System ("SUDS(R)") test cartridge in which the patient's specimen
    and reagents are mixed to diagnose a given disease or condition.
The Murex Group's direct sales force continues to sell the  
   SUDS(R) HIV-1 test in the United States and the SUDS(R) HIV 1+2
test in Europe and other countries.                         

RECENT DEVELOPMENTS                                         

Return to Profitability                                     

During the third quarter the Company returned to  
    profitability following six quarters of losses.  The Company was
also profitable for the year.                               

Digene Corporation                                          

 Effective February 1997, the Murex Group and Digene
     Corporation ("Digene") entered into a five year agreement to work
     together to create a direct European sales operation for Digene's
 sexually transmitted disease diagnostics business.  Digene, a
   leading developer of DNA probe technology, will sell its Hybrid
Capture(R) human papillomavirus ("HPV") DNA test directly in
selected European markets using the Company's existing      
     distribution infrastructure in exchange for selling service fees.
   Additionally, Digene will make fixed payments over the next two
years for the European HPV sales.                           

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      The Murex Group's relationship with Digene began in 1994
when the Company subsidiary, Murex Diagnostics Corporation  
   ("MDC")  invested in Digene's equity securities.  The MDC owned
approximately 6.5% of Digene's equity at December 31, 1996. 

Eurogenetics N.V.                                           

   During January, MDC entered into a 10 year, worldwide
  Original Equipment Manufacturer ("OEM") distribution agreement
   with Eurogenetics N.V. ("Eurogenetics").  Pursuant to the terms
   of the agreement, the Murex Group will distribute Eurogenetics'
mircotitre plate EIA kits for rubella, toxoplasmosis,       
cytomegalovirus ("CMV"), chlamydia, herpes and beta-2       
microglobulin.                                              

Chiron License Agreement                                    

      Several subsidiaries of the Murex Group were involved in
patent infringement litigation in several countries against 
   Chiron and Ortho related to Chiron's HCV patent.  On August 28,
  1996, IMTC reached a worldwide agreement with Chiron and Ortho
 concerning tests for HCV under which all litigation among the
    parties permanently ceased. This significant event put an end to
depleting legal expenses and obtained for the Murex Group a 
  worldwide license for its HCV Serotyping products and licenses
for other HCV tests in selected countries excluding North   
America, European Union members and Japan.  See "Business-  
Patents, Trademarks and Licenses".                          

The Monitoring Market                                       

       In February 1996, the Murex Group announced its expansion
     into the emerging diagnostics monitoring market, which management
  expects to exceed $1 billion by the year 2000.  The monitoring
 market directly complements the Company's existing markets of
screening and diagnosis and also leverages its worldwide    
  marketing and distribution network.  The diagnostic monitoring
 market includes tests that among other applications, assess a
 patient through the course of a disease or infection, monitor
various forms of anti-viral therapies and monitor conditions
associated with transplants.  In contrast, screening and    
    diagnosis tests are used to indicate whether a patient is, or is
    not, carrying a disease or infection.  In patient use, screening
    and diagnosis tests are usually only required to be administered
 once while monitoring tests are usually administered numerous
times.                                                      

     Patient monitoring has become an important and critical
    element of patient care and treatment.  The Murex Group believes
   it can capture a significant portion of this emerging market by
  strategically positioning itself in key segments of the market
   including AIDS patients, transplant recipients and other immune
compromised patients.                                       

Abbott Litigation                                           

   On July 2, 1996, MDC filed a patent infringement suit
   against Abbott Laboratories ("Abbott") in the Northern District
  Court of Georgia, seeking injunctive relief against Abbott and
   damages for infringement of a patent held by MDC for a particle
   bound binding component immunoassay.  The suit alleges that two
    Abbott systems, the Abbott IMx  Immunoassay and the Abbott AxSYM
    System, infringe one or more claims of the MDC's patent.  Abbott
has answered the complaint and the parties are now actively 
engaged in discovery.                                       

Innogenetics N.V. Agreements                                

 During February 1996, MDC entered into an exclusive
     distribution, development and license agreement with Innogenetics
   N.V. ("Innogenetics") to develop and market gene probe products
  for the monitoring of patients and the classification of viral
diseases.  Under the terms of the agreement, MDC paid       
    Innogenetics approximately $5.9 million during 1996 and will pay
     $1.6 million during 1997 to Innogenetics for the exclusive rights
    to distribute Innogenetics' LiPA products, excluding HCV, for 15
  years.  MDC will also pay Innogenetics a royalty of 10% of the
Murex Group's net sales of Innogenetics' products.  This    
     strategic alliance with Innogenetics has provided the Murex Group
with exclusive rights to the Murex/Innogenetics LiPA HIV-1  
 Reverse Transcriptase ("HIV-1 RT") monitoring test. This test
 simultaneously detects wild-type and HIV mutations associated
with the reverse transcriptase drugs AZT, ddI, ddC and 3TC. 

   These reverse transcriptase drugs are currently being
   utilized, separately and in combination, to treat HIV patients.
  Resistance to the drugs occurs as virus mutations develop that
     may eventually cause the drug, or combination of drugs, to become

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     ineffective against the virus.  The Murex/Innogenetics LiPA HIV-1
RT test is the first rapid assay to measure mutant strains. 

 Resistant mutations occur with all the approved HIV
    therapies.  Therefore, it is critical to monitor the development
of mutations so therapies can be appropriately combined and 
 adjusted.  The new HIV-1 RT test provides crucial information
relating to the development of resistance to individual and 
combination therapy.  By obtaining resistance information,  
physicians can avoid using drugs that may not be effective, 
  thereby increasing patient care and eliminating the expense of
  unnecessary and ineffective therapy.  In addition, a physician
    may utilize resistance information prior to starting or changing
    therapy by screening a patient for the presence of existing drug
    resistant mutations.  The Company anticipates launching the test
     into selected European markets during the second quarter of 1997.
     In the U.S., MDI has had discussions with the FDA but has not yet
filed an application for the approval of the test.          

          Also under the Innogenetics agreement, MDC will fund agreed-
     upon research and development programs, beginning in 1998 and for
   each of the following 13 years in an amount equal to 20% of the
Murex Group's net sales, subject to a cap, of Innogenetics' 
products.  See "Business - Research and Development".       

Restructuring, Renaming, and Voluntary Liquidation of Murex 
Diagnostics Limited                                         

         During the first quarter of 1996,  one UK subsidiary of the
    Murex Group, Murex Diagnostics Limited ("MDL"), was restructured
     to maximize operational efficiencies.  MDL retained the Company's
HCV business in the UK and the manufacturing of the HCV     
   Serotyping test.  All other MDL business was sold to another of
     the Murex Group's UK subsidiaries, Murex Biotech Limited ("MBL").
Subsequent to the restructuring, MDL was renamed Specialist 
   Diagnostics Limited ("SDL").  SDL entered voluntary liquidation
following the British High Court ruling that an interim cash
  security of $9.3 million be posted by SDL relating to its then
    ongoing patent litigation with Chiron and Ortho.  Co-liquidators
have been appointed.  As of December 31, 1996, IMTC and its 
    subsidiaries represented predominately all creditors; therefore,
in the consolidated financial statements this subsidiary is 
assumed to be fully liquidated.                             

Stock Repurchase                                            

         In January 1995, IMTC instituted a program to acquire up to
    5% of its outstanding common shares.  Pursuant to the repurchase
  program, IMTC purchased shares from time-to-time until January
   1996.  Purchases were made in the open market, subject to share
    availability, at prices IMTC deemed appropriate.  IMTC purchased
     a total of 431,200 shares which were all retired during the first
quarter of 1996.                                            

Management                                                  

    In December 1996, IMTC announced the appointment of C.
   Robert Cusick as President and Chief Executive Officer ("CEO").
   Mr. Cusick is also IMTC's Vice Chairman.  Mr. Cusick has always
  played an active role in the management of IMTC and previously
served as CEO from 1990 to 1993.                            

IMMUNODIAGNOSTIC PRODUCTS                                   

         The health care industry is comprised of four main sectors:
diagnostics, therapeutics, preventive medicine, and health  
services.  The diagnostics sector involves the diagnosis or 
detection of specific diseases or medical conditions. Proper
   therapy or treatment can only be provided following an accurate
diagnosis of these underlying diseases or conditions.       
Diagnostics cover a wide range of products and services,    
including items such as X-ray equipment, blood pressure     
measurement equipment, analytical chemistry equipment and   
immunodiagnostics.                                          

        Immunodiagnostics is the field of diagnostics that employs
 the reactions between antibodies and antigens as the basis of
  tests for the detection of specific diseases and other medical
 conditions.  Antibodies are proteins in human or animal blood
     that are produced by the immune system in response to exposure to
foreign substances or antigens such as bacteria and viruses.
Antibodies and antigens are complementary with each antibody
   being directed against, and reacting with, one specific type of
antigen.  Antibodies will react with antigens at very low   
     concentrations, and it is these unique characteristics  that give
immunodiagnostic tests their high degree of sensitivity and 
specificity.                                                

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         Early immunodiagnostic tests used antibodies extracted from
     human or animal blood.  Such polyclonal antibodies recognize more
  than one epitope (antigenic site) on the antigen concerned and
     the number of epitopes recognized may vary from animal to animal.
     This variation can result in minor test quality differences among
production lot batches.  Other problems associated with the 
production and use of animal and human based polyclonal     
   antibodies include the risk of infected blood contaminating the
end product or infecting those working with it.             

         In 1975, the first practical method for creating laboratory
     produced versions of natural antibodies in significant quantities
   was developed.  They are known as monoclonal antibodies because
     they are produced by obtaining antibody producing cells from mice
    immunized against a selected antigen and fusing these cells with
    a type of cell that reproduces indefinitely (a cancer or myeloma
cell).  The product of the fusion of these cells is called a
    hybridoma.  Hybridomas secrete the desired antibody and multiply
     to generate vast numbers of identical hybridomas.  This hybridoma
technology, which allows mass production of monoclonal      
    antibodies, has led to dramatic growth in immunodiagnostic tests
or immunoassays.                                            

Products and Technology                                     

      The Murex Group's immunodiagnostic product line includes
over 600 diagnostic tests, reagent components and systems.  
    Approximately 42% and 51% of IMTC subsidiaries' revenue for 1996
   and 1995, respectively, was generated from the sale of virology
     diagnostics to detect HIV-1 and HIV-2 (the viruses causing AIDS),
   HTLV-I and II,  and hepatitis A, B and C infections.  The Murex
     Group also markets bacteriology products worldwide to detect such
  bacterial infections as strep throat and salmonella poisoning.
United States sales of bacteriology products account for    
 approximately 25% of the Murex Group's sales.  Trade names of
     these products include Wellcogen TM, Wellcolex TM, Staphaurex TM,
REVEAL TM, and Streptex TM.  Murex developed an in vitro,   
 immunodiagnostic rapid test system, the Single Use Diagnostic
System, or SUDS(R), that can be used to diagnose numerous   
   specific diseases or medical conditions. The SUDS(R) HIV-1 test
   was approved by the FDA in 1992.  In late 1993, the SUDS(R) HIV
1+2 test was introduced by affiliated companies for sale in 
Europe.  The HIV 1+2 test is not currently available, nor   
     planned, for sale in the United States or certain other countries
   because of regulatory and other restrictions. The Murex Group's
   product introductions during 1994, 1995 and 1996 include HTLV I
and II antibody detection assay, syphilis antibody test,    
 hepatitis C western blot, therapeutic drug monitoring-quality
    assessment program, mycoplasma pneumonia antibody detection kit,
 HIV 1+2 type O antibody test, Hepatitis A Total Ab, Hepatitis
AIgM, Digene Sharps probe assays, E-coli, Cryptococcus,     
Staphaurex Plus assays and SAM .  See "Business--Patents,   
Trademarks and Licenses".                                   

MARKETING AND COMPETITION                                   

     The immunodiagnostic systems industry is fragmented and
 highly competitive.  It consists of large multinationals with
    highly entrenched market positions and many small to medium size
companies competing within specific market segments.  The   
     industry is experiencing some concentration as some of the larger
companies merge or acquire smaller companies.  Within the   
  infectious disease market, segmentation exists both by product
 group and the type of testing to be performed: mass screening
    tests, confirmatory tests and rapid diagnostic tests.  The Murex
Group's  products compete in all these market segments.     
     Principal customer types in the infectious disease market include
blood banks, hospitals, clinical diagnostic laboratories and
  physicians' offices.  Principal competitors in the high volume
   mass screening market are Abbott Laboratories, Ortho Diagnostic
Systems, Genetic Systems and Organon Teknika.  Principal    
competitors in the rapid assay market are Hybritech, Becton-
Dickinson and Abbott Laboratories.                          

          The Murex Group  possesses a significant portfolio of proven
   products and technologies.  Approximately 74% of  product sales
  are concentrated in Europe and the United States.  Murex Group
sales are supported by regional distribution centers serving
 direct sales forces in the United States, the United Kingdom,
   Germany, Italy, Spain, France, Switzerland, the Czech Republic,
   the Netherlands, Canada, Argentina, Columbia, Brazil, Australia
    and South Africa.  The Murex Group is represented in the rest of
the world by a network of direct sales representatives,     
distributors and agents.                                    

        No single customer represented more than 5% of total sales
    in 1996.  For further information concerning IMTC's or the Murex
Group's domestic and foreign operations, see Note 20 to the 
Consolidated Financial Statements.                          

RESEARCH AND DEVELOPMENT                                    

   The principal focus of the Murex Group's research and
development efforts has been and will continue to be the    
     development of high-volume assays for the detection of infectious
agents such as HTLV, HIV and hepatitis using advanced enzyme

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immunoassay technologies.  Also, under the terms of the 1992
 acquisition of the diagnostics division of Wellcome, Wellcome
    agreed to collaborate with the Murex Group and grant first right
of access to future technological discoveries applicable to 
medical diagnostics through February 1997.  Pursuant to this
     agreement, MDC has entered into a semi-exclusive patent licensing
agreement with Glaxo-Wellcome relating to resistance to AZT.

 During February 1996, MDC entered into an exclusive
     distribution, development and license agreement with Innogenetics
   to develop and market gene probe products for the monitoring of
 patients and the classification of viral diseases.  Under the
 terms of the agreement, MDC paid $5.9 million during 1996 and
will pay $1.6 million during 1997 to Innogenetics for the   
exclusive rights to distribute Innogenetics' LiPA products, 
   excluding HCV,  for 15 years.  MDC will also pay Innogenetics a
  royalty of 10% of the Murex Group's net sales of Innogenetics'
    products.  Also under this agreement, MDC shall fund agreed-upon
     research and development programs, beginning in 1998 and for each
     of the following 13 years  in an amount equal to 20% of the Murex
  Group's net sales of Innogenetics' products, subject to a cap.

        This strategic alliance with Innogenetics has provided the
     Murex Group exclusive rights to the Murex/Innogenetics LiPA HIV-1
  Reverse Transcriptase ("HIV-1 RT") monitoring test.  The Murex
Group anticipates launching the test into selected European 
    markets during the second quarter of 1997.  In the U.S., MDI has
     had discussions with the FDA but has not yet filed an application
   for the approval of the test.  This test simultaneously detects
   wild-type and HIV mutations associated with the drugs AZT, ddI,
 ddC and 3TC.  These reverse transcriptase drugs are currently
being utilized, separately and in combination, to treat HIV 
patients.  Resistance to the drugs occurs as virus mutations
 develop that may eventually cause the drug, or combination of
drugs, to become ineffective against the virus.  The        
     Murex/Innogenetics LiPA HIV-1 RT test is the first rapid assay to
measure mutant strains.                                     

 Resistant mutations occur with all the approved HIV
    therapies.  Therefore, it is critical to monitor the development
of mutations so therapies can be appropriately combined and 
 adjusted.  The new HIV-1 RT test provides crucial information
relating to the development of resistance to individual and 
combination therapy.  By obtaining resistance information,  
physicians can avoid using drugs that may not be effective  
therapy.  In addition, a physician may utilize resistance   
    information prior to starting or changing therapy by screening a
  patient for the presence of existing drug resistant mutations.

         The Murex Group's internal research and development remains
   strong as evidenced by its HTLV, syphilis and other new product
     introductions.  The Murex Group incurred in-house and third party
research and development expenses aggregating  $6,369,000,  
    $7,426,000 and $6,372,000 for the years ended December 31, 1996,
1995, and 1994, respectively.                               

MANUFACTURING OPERATIONS                                    

     Worldwide distribution and sales of the majority of the
Murex Group's products originate from MBL's manufacturing   
    facility.  Several products sold by the Murex Group are produced
   by third party manufacturers located throughout the world.  Raw
     materials are produced or acquired from independent suppliers and
  assembled into finished products.  MBL is fully compliant with
     the European Economic Community ISO 9001 manufacturing and design
standards.  See "Business--Government Regulation".          

     MDI operates under Good Manufacturing Practices ("GMP")
guidelines which outline the manufacturing, quality control,
     quality assurance and documentation standards mandated by the FDA
  for a medical products company.  The components of the SUDS(R)
 test cartridge and reagent raw materials are purchased by MDI
  from suppliers and contract manufacturers and are assembled by
    MDI.  Currently there are no material adverse effects on capital
    expenditures, earnings or Murex Group's competitive position due
to compliance with federal, state and local environmental   
regulations.  See "Business--Government Regulation".        

PATENTS, TRADEMARKS, AND LICENSES                           

       Patents and other proprietary technology are important to
     biotechnology companies.  Extensive research on a worldwide scale
     by many companies has led to competitive claims of technology and
patents ownerships. The Murex Group's assets include a      
comprehensive patent and license portfolio.  Patented latex 
    agglutination technologies owned by the Murex Group serve as the
    base technologies for the REVEAL and Wellcolex bacterial product
lines.  License agreements with the Murex Group as licensee 
     include technologies and patents covering areas such as HIV-2 and
hepatitis B core.                                           

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 The Murex Group's business utilizes newly developed
technologies that include patents on processes and devices. 
These types of technologies are the focal point for the     
    biotechnology industry.  The ownership and patentability of such
    processes or devices have become increasingly complex, resulting
in competitive claims of ownership within the industry.     

      Several subsidiaries of the Murex Group were involved in
patent infringement litigation in several countries against 
   Chiron and Ortho related to Chiron's HCV patent.  On August 28,
  1996, IMTC reached a worldwide agreement with Chiron and Ortho
   concerning tests for HCV under which all litigation between the
parties permanently ceased.                                 

         The settlement agreement grants the Murex Group, as well as
its affiliates, a license to sell its HCV Serotyping tests  
worldwide and licenses other HCV tests in selected countries
  excluding North America, European Union members and Japan. The
     license under this agreement carries a guaranteed minimum royalty
   for seven years.  The agreement also grants to the Chiron-Ortho
joint business rights to the Murex Group's Sample Addition  
 Monitor ("SAM TM") technology and an option to sell the Murex
    Group's HCV Serotyping test.  The agreement also provides Chiron
the opportunity to acquire the Murex Group's HCV immunoassay
 business at its then fair value in the event IMTC receives an
 offer to purchase 50% or more of the combined voting power of
IMTC's then outstanding securities, or if IMTC's Board of   
     Directors approves a merger, or the sale of all, or substantially
  all, of the Murex Group's assets.  If Chiron does not exercise
     this option, IMTC is entitled to transfer its rights and licenses
under the agreement described above.                        

        "Wellcogen", "Wellcolex", "Staphaurex", "Staphaurex Plus",
 "Streptex", "REVEAL", "Murex", "SUDS" and "SAM" are among the
  registered or licensed trademarks of the Murex Group.  MDC has
   also applied for a trademark for "Information for Life".  Under
the terms of the acquisition of the diagnostics division of 
  Wellcome, the Murex Group has the right to continue to use the
  name "Well" in connection with acquired products until August,
2000.                                                       

  The Murex Group holds various patents on current and
 potentially valuable technologies in multiple countries.  The
exploitation of potential value is anticipated through a    
     combination of product development and/or licensing of technology
for use by others.                                          

      MDC has licensed certain of its patented technologies to
third parties.  MDC completed a non-exclusive, out-licensing
transaction during the second quarter of 1994 by licensing  
technology acquired as part of the 1992 acquisition of the  
 diagnostics division of Wellcome to Abbott.  This transaction
  provided MDC with a $10 million minimum license fee to be paid
 over four years.  MDC received $4, million, $2 million and $2
   million in 1994, 1995 and 1996, respectively.  MDC received the
  final $2 million of the guaranteed $10 million minimum license
fee in January 1997.  Furthermore, MDC earned an additional 
     $100,000 and $878,000 in 1995 and 1996, respectively, as a result
     of minimum royalty levels being exceeded.  The underlying revenue
    stream associated with this licensing agreement has been growing
     at approximately 40% per year.  It continues to remain strong and
 growing and the Company expects the minimum royalty levels to
     continue to be exceeded until the expiration of the patent in the
year 2004.  Therefore, as of 1998, the Company anticipates  
receiving at least $3 million per year from this licensing  
arrangement.                                                

      The Murex Group also relies on unpatented technology and
    know-how.  There can be no assurance that others will not obtain
 access to, or independently develop, such know-how. The Murex
Group also protects their proprietary information through   
    confidentiality agreements executed by all management employees.

GOVERNMENT REGULATION                                       

  The manufacture and marketing of in vitro diagnostic
     products are governed by a variety of statutes and regulations in
     the United States and by comparable laws and regulations in other
countries.  Some countries do not have any such statutes and
   regulations.  The process mandated by the FDA for approval of a
  diagnostic product differs depending on whether the product is
classified as a medical device or a biological product.     

   FDA approval may be obtained to market medical device
   products in the United States through a pre-market notification
    filing, or 510(k) submission, for a device that is substantially
     equivalent to devices on the market.  The review period can be in
  excess of 200 days, depending on the device's complexity, from
  the date of filing the application.  Affirmative FDA action is
required before marketing may proceed.  Medical devices not 
  substantially equivalent to devices already on the market must
undergo a more elaborate approval process requiring the     
   submission to the FDA of an application for pre-market approval
("PMA") containing substantial technical, manufacturing and 
clinical data.                                              

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        Approval by the FDA of a biological product (rather than a
     medical device product ) for human use, such as the SUDS(R) HIV-1
test, which was approved by the FDA in 1992, is a multi-step
    process.  The process includes:  (a) pre-clinical laboratory and
    animal tests, (b) submission to the FDA of an application for an
 Investigational New Drug exemption ("IND"), which must become
  effective before human clinical trials may commence, (c) human
    clinical trials to establish the safety and effectiveness of the
product, (d) submission to the FDA of a Product License     
 Application ("PLA"), which summarizes the results of clinical
    studies, and a related Establishment License Application ("ELA")
  for the licensing of the product's manufacturing processes and
 facilities, (e) FDA approval of the PLA and ELA, and, (f) FDA
evaluation and release of each manufactured lot prior to    
    distribution.  An ELA provides information on the results of the
clinical tests as well as the details of the manufacturing  
     process, such as raw material suppliers, manufacturing equipment,
   quality control and assurance procedures, and product labeling.
Additionally, an ELA discloses the qualifications of the    
personnel involved in product development, manufacturing and
     testing.  FDA's review of an ELA entails examination of such data
     and information as well as inspection of the facilities that will
be used for the manufacture of the product.  MBL's UK       
     manufacturing facility is certified to ISO 9001, an international
  quality management system standard for design, manufacture and
distribution of in vitro diagnostic kits and systems.       

     Although the Murex Group anticipates additional FDA and
foreign approvals, it is not possible to estimate when the  
   application and review processes will be completed with respect
   to a given product or facility.  There can be no assurance that
 additional approvals from the FDA or other foreign regulators
will be granted.                                            

       The Murex Group is also subject to various federal, state
  and local laws and regulations relating to working conditions,
   laboratory and manufacturing practices, the experimental use of
animals and the use and disposal of hazardous or potentially
     hazardous substances, includined in connection with research work
   and preclinical and clinical trials and testing.  The extent of
    government regulation which might result from future legislation
or administrative action cannot be accurately predicted.    

EMPLOYEES                                                   

         As of February 28, 1997, IMTC through its subsidiaries, had
641 full time employees located world wide, 60 of whom were 
  involved in research and development, 218 in manufacturing and
278 in sales and marketing.  All other employees perform    
executive and administrative functions. Certain Murex Group 
    employees are represented by seven separate unions which include
     approximately 105 employees, primarily in manufacturing and sales
  in the United Kingdom, Italy and France.  Management considers
all of its relations with its employees, both union and non-
union, to be good.                                          

ITEM 2.  PROPERTIES                                         

  MBL researches, develops, manufactures and ships its
     products from a 100,000 square foot facility located in Dartford,
     England, leased from Glaxo-Wellcome Limited through 2000, subject
 to a five year extension. MDI manufactures in a 41,000 square
foot facility located in Norcross, Georgia, leased through  
December 1999.  Subsidiary sales office leases in various   
countries generally expire at various times through 1999.   

      The Murex Group believes its facilities are adequate and
     suitable for its current and anticipated manufacturing, research,
development, marketing and administrative operations for the
foreseeable future.                                         

ITEM 3.  LEGAL PROCEEDINGS                                  

(a) United Kingdom Tax Dispute:                       

       During 1995, the UK Inland Revenue questioned the tax
       basis of inventory, accounts receivable and property,
     plant and equipment related to the 1992 purchase of
          assets from Wellcome. If Inland Revenue is successful in
        its argument, a tax charge of up to $4.2 million could
         arise.  Management believes it has meritorious defenses
          against the claims of Inland Revenue and, therefore, has
      not recorded a  provision for losses related to this
matter.                                       

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(b) Class Actions:                                    

         Four class action lawsuits were instituted on behalf of
         all persons who had purchased IMTC's securities between
    May 21, 1992 and August 19, 1992 against IMTC, two
   executive officers of IMTC, and Messrs. Edward J.
        DeBartolo, Sr. (now deceased) and Edward J. DeBartolo,
           Jr., in the Southern District of Texas, Houston Division.
     In January 1993, the class actions were voluntarily
          transferred to the United States District Court, Eastern
       District of New York. The complaints alleged that the
         defendants omitted and/or misrepresented material facts
         about IMTC which resulted in artificially inflating the
        market price of IMTC's securities permitting, in part,
         Messrs. DeBartolo, Sr. and DeBartolo, Jr. to sell their
       IMTC securities in violation of the federal and Texas
         securities laws.  One further action alleged violations
       of insider trading rules under the federal securities
           laws.  The defendants answered denying the allegations in
     the complaints.  During 1996, the parties agreed to
           settle all outstanding claims for $5.4 million, a portion
        of which has been paid by IMTC into escrow held by the
           claims administrator.  In accordance with the Stipulation
        Settlement Agreement, Edward J. DeBartolo, Jr. and the
     Estate of Edward J. DeBartolo, Sr. each transferred
    92,943 common shares of the Company's stock to the
        Company to be used as their portion of the settlement.
  The claims administrator is currently qualifying
    claimants and management expects this matter to be
finalized during the first half of 1997.      

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.                                             

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     PART II

  ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS                       

     IMTC's Common Shares have been listed and traded on the
Nasdaq National Market System ("Nasdaq")                    
   under the symbol "MURXF" since June 1, 1995.  From December 11,
     1990 to May 31, 1995, IMTC's Common Shares were listed and traded
 on The Toronto Stock Exchange and the American Stock Exchange
under the symbol "MXX".                                     

       The following tables set forth the quarterly high and low
closing sale prices of the Common Shares on the American and
  Toronto Stock Exchanges from January 1, 1995 to May  31, 1995,
 and for Nasdaq from June 1, 1995 to December 31, 1996.  As of
   March 14, 1997, the noon buying rate as reported by the Federal
   Reserve Bank of New York for the conversion of Canadian dollars
into United States dollars was Cdn. $1.3636 = U.S. $1.00.   

                                   Calendar Year
                                    1996
---------------------------------------------------------   
NASDAQ Stock Exchange                                       
(Expressed in U.S. Dollars)              High       Low     
---------------------------------------------------------   

First Quarter                           $3.63     $2.38     
Second Quarter                           4.63      2.63     
Third Quarter                            6.38      3.00     
Fourth Quarter                           7.63      5.25     

----------------------------------------------------------  
American Stock Exchange                                     
(Expressed in U.S. Dollars)              High       Low     
----------------------------------------------------------  

First Quarter                           $  --     $  --     
Second Quarter                             --        --     
Third Quarter                              --        --     
Fourth Quarter                             --        --     

----------------------------------------------------------  
Toronto Stock Exchange                                      
(Expressed in Canadian Dollars)          High       Low     

First Quarter                           $  --     $  --     
Second Quarter                             --        --     
Third Quarter                              --        --     
Fourth Quarter                             --        --     

                                 Calendar Year
                                  1995
----------------------------------------------------------  
NASDAQ Stock Exchange                                       
(Expressed in U.S. Dollars)               Low      High     
----------------------------------------------------------  

First Quarter                              --        --     
Second Quarter                             --        --     
Third Quarter                           $5.48     $2.81     
Fourth Quarter                           4.75      2.75     

----------------------------------------------------------  
American Stock Exchange                                     
(Expressed in U.S. Dollars)              High       Low     
----------------------------------------------------------  

First Quarter                           $4.13     $3.38     
Second Quarter                           4.13      3.38     
Third Quarter                              --        --     
Fourth Quarter                             --        --     

----------------------------------------------------------  
Toronto Stock Exchange                                      
(Expressed in Canadian Dollars)          High       Low     
----------------------------------------------------------  

First Quarter                           $6.13     $4.80     
Second Quarter                           5.63      4.25     
Third Quarter                              --        --     
Fourth Quarter                             --        --     

SHAREHOLDERS                                                

          As of March 14, 1997, IMTC had 16,285,011 Common Shares held
     by approximately 702 holders of record.  The number of holders do
    not include all individuals with a beneficial interest in IMTC's
Common Shares.                                              

DIVIDEND POLICY                                             

          IMTC has never paid a cash dividend on its Common Shares and
 has no plans to pay cash dividends in the foreseeable future.
     The policy of IMTC's Board of Directors is to retain any earnings
   for use in the operation and expansion of business and the Bank
   of America line of credit facility prohibits the payment of any
IMTC dividends except those paid in common stock.           

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ITEM 6.   SELECTED FINANCIAL DATA                           

     -----------------------------------------------------------------
                                           Year Ended December 31,
                                          ----------------------------
                                         1996       1995        1994
     -----------------------------------------------------------------
    CONSOLIDATED STATEMENTS OF        (In thousands of U.S. Dollars,
OPERATIONS DATA                       except per share data)

    Product sales                  $ 99,881      $92,394     $93,192
    License fees                        970                    9,250
                                   ---------------------------------
    Total revenues                  100,851       92,394     102,442

Cost and expenses:                                          
      Cost of products sold          34,887       30,181      24,353
      Research & development          6,369        7,426       6,372
      General & administrative       25,803       24,418      22,399
      Sales & marketing              29,523       26,898      23,586
      Royalty expense                (2,799)       8,365       9,599
Restructuring costs             2,100                   
      All other expenses              1,542       (1,016)        547
                                   ---------------------------------
    Total costs & expenses           97,425       96,272      86,856

    Operating income (loss)           3,426       (3,878)     15,586
     Interest expense, net              (643)        (167)       (632)
Settlement of litigation                      (3,123)       
     All other income (expense), net    (934)         558        (730)
                                   ---------------------------------

    Net income (loss)                $1,849      $(6,610)    $14,224
                                   =================================

Net income (loss) per                                       
         common share                 $0.11       $(0.40)      $0.85
Weighted average common                                     
         shares outstanding          16,511       16,381      16,739
    Cash dividends                        0            0           0

                             Year Ended December 31,
                             -----------------------
                             1993       1992
--------------------------------------------------------    
  CONSOLIDATED STATEMENTS OF      (In thousands of U.S. Dollars,
OPERATIONS DATA                     except per share data)  

Product sales                      $79,689       $72,097    
License fees                            36            92    
                               ---------------------
Total revenues                      79,725        72,189    

Cost and expenses:                                          
Cost of products sold             24,368        24,149  
Research & development             5,967         8,237  
General & administrative          15,746        18,607  
Sales & marketing                 22,357        27,551  
Royalty expense                    6,430         2,737  
Restructuring costs                              8,574  
All other expenses                 1,091           131  
                               ---------------------
Total costs & expenses              75,959        89,986    

Operating income (loss)              3,766       (17,797)   
Interest expense, net                 (917)         (545)   
Settlement of litigation                                    
All other income (expense), net       (175)          745    
                               ---------------------

Net income (loss)                  $ 2,674      $(17,597)   
                               =====================

Net income (loss) per                                       
  common share                     $0.16       $(1.17)
Weighted average common                                     
 shares outstanding             16,340        15,007
Cash dividends                           0             0    

                                     At December 31,
                                    ----------------------------------
                                         1996       1995        1994
     -----------------------------------------------------------------
    CONSOLIDATED                      (In thousands of U.S. Dollars)
BALANCE SHEET DATA                                          

    Total assets                    $95,113      $85,748     $85,643
Long term debt and redeemable                               
      preference shares               9,638            0           0

                                   At December 31,
                               ---------------------
                                   1993       1992
--------------------------------------------------------    
   CONSOLIDATED                     (In thousands of U.S. Dollars)
BALANCE SHEET DATA                                          

Total assets                       $58,966      $59,844     
Long term debt and redeemable                               
preference shares                      0        1,754   

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ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS     

This report contains or refers to forward-looking 
   information including future revenues, products, and income and
is based upon current expectations that involve a number of 
   business risks and uncertainties.  Among the factors that could
cause actual results to differ materially from any forward- 
    looking statement include, but are not limited to, technological
  innovations of competitors, changes in health care regulations
and reimbursements, litigation claims, changes in foreign   
    economic conditions or currency translation, product acceptance,
   government approvals or changes in government regulation of the
   Company's products, as well as other factors discussed in other
Securities and Exchange Commission filings for the Company. 

FINANCIAL CONDITION                                         

         During the year ended December 31, 1996, IMTC and the Murex
     Group (collectively referred to herein for consolidated financial
purposes only as the "Company"), returned to profitability, 
 maintained positive working capital and secured a $15 million
line of credit to meet its capital needs.                   

Litigation and Technology Disputes                          

 The Murex Group's business utilizes newly developed
technologies that include patents on processes and devices. 
These types of technologies are the focal point for the     
    biotechnology industry.  The ownership and patentability of such
    processes or devices have become increasingly complex, resulting
in competitive claims of ownership within the industry.     

   IMTC and several subsidiaries of the Murex Group were
     involved in several lawsuits, including technology patent issues,
    which were settled during 1996. The Company is not presently the
  defendant in any material judicial proceeding. The Company has
   remaining obligations related to these matters, which have been
    accrued in the consolidated financial statements. The Company is
 vigorously pursuing its patent infringement suit in which the
    Company is the plaintiff against Abbott, and continues to defend
   one UK Inland Revenue Claim, both of which are discussed below.

   On July 2, 1996, MDC filed a patent infringement suit
 against Abbott Laboratories seeking injunctive relief against
     Abbott and damages for infringement of a patent held by MDC for a
   particle bound binding component immunoassay.  The suit alleges
that two Abbott systems, the Abbott IMx  Immunoassay and the
    Abbott AxSYM  System, infringe one or more claims of the patent.

         During 1995, the UK Inland Revenue questioned the tax basis
of inventory, accounts receivable and property, plant and   
   equipment related to the 1992 purchase of assets from Wellcome.
     If the Inland Revenue is successful in its argument, a tax charge
  of up to $4.2 million could arise.  Management believes it has
  meritorious defenses against the  claims of the Inland Revenue
   and, therefore, has not recorded a provision for losses related
to this matter.                                             

       During October 1995, Her Majesty's Customs and Excise Tax
 required MDL to pay approximately $900,000 in Value Added Tax
  ("VAT") related to its central cost allocation agreements with
its subsidiaries.  Management believed this assessment was  
  incorrect and lodged an appeal.  In July 1996, the UK Tribunal
   ruled in the Company's favor and this assessment was withdrawn.
     In addition to receiving a refund of the $900,000 assessment, the
Company received  compound interest and expenses related to 
defending its position.                                     

Liquidity and Capital Resources                             

    The Company has sufficient cash resources and adequate
working capital to carry on its current business and meet   
    existing capital requirements.  Cash and working capital totaled
$9.7 million and $41.5 million, respectively at December 31,
1996.  The Company used $4.9 million cash from operating    
  activities, mainly to fulfill its obligations under the Chiron
   and class action settlements obtained during 1996.  On November
 12, 1996, the Company entered into a three year,  $15 million
   asset-based line of credit facility with Bank of America, which
     is collateralized by the accounts receivable and inventory of its
   U.S., U.K. and Barbados subsidiaries.  As of December 31, 1996,
there was $3.0 million of availability remaining under this 
 facility, net of a letter of credit outstanding of $856.  The
    credit facility was drawn upon for, among other things, payments
  associated with the Innogenetics alliance, working capital and
 ongoing business activities. On December 11, 1996, management

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     entered into an interest rate swap agreement with the lender that
   fixed the interest rate at 8.9% for a notional principal amount
of $8.0 million.                                            

         The Company's working capital and capital requirements will
depend upon numerous factors: the results of research and   
     development, the levels of resources devoted to the establishment
and expansion of marketing and manufacturing, technological 
     developments, and the timing and costs of obtaining approvals for
 new products.  Depending on the outcome of these factors, the
    Company may need to raise additional funds in the future for use
   to fund acquisitions, complete products in development, and for
   general purposes.  There are no assurances that such funds will
be available on favorable terms, if at all.                 

      MDC completed a non-exclusive, out-licensing transaction
during the second quarter of 1994 by licensing technology   
acquired as part of the 1992 acquisition of the diagnostics 
  division of Wellcome to Abbott.  This transaction provided MDC
with a $10 million minimum license fee to be paid over four 
  years.  MDC received $4, million, $2 million and $2 million in
 1994, 1995 and 1996, respectively.  MDC received the final $2
million of the guaranteed $10 million minimum license fee in
     January 1997.  Furthermore, MDC earned an additional $100,000 and
   $878,000 in 1995 and 1996, respectively, as a result of minimum
 royalty levels being exceeded.  The underlying revenue stream
associated with this licensing agreement has been growing at
  approximately 40% per year.  It continues to remain strong and
 growing and the Company expects the minimum royalty levels to
     continue to be exceeded until the expiration of the patent in the
year 2004.  Therefore, as of 1998, the Company anticipates  
receiving at least $3 million per year from this licensing  
arrangement.                                                

 During February 1996, MDC entered into an exclusive
     distribution, development and license agreement with Innogenetics
   to develop and market gene probe products for the monitoring of
 patients and the classification of viral diseases.  Under the
 terms of the agreement, MDC paid $5.9 million during 1996 and
will pay $1.6 million during 1997 to Innogenetics for the   
exclusive rights to distribute Innogenetics' LiPA products, 
   excluding HCV,  for 15 years.  MDC will also pay Innogenetics a
  royalty of 10% of the Murex Group's net sales of Innogenetics'
    products.  Also under this agreement, MDC shall fund agreed-upon
     research and development programs, beginning in 1998 and for each
    of the following 13 years in an amount equal to 20% of the Murex
  Group's net sales of Innogenetics' products, subject to a cap.

         The Company anticipates that its current capital resources,
   availability under its line of credit facility, and anticipated
   profitability will enable it to maintain planned operations for
the foreseeable future.                                     

Management Outlook                                          

        The key to the Company's growth is the ability to identify
 new needs in the marketplace, and to expeditiously meet these
     needs through access to appropriate innovations and technologies,
  and to rapidly incorporate them into the Murex Group's product
   line.  However, there can be no assurance that Murex Group will
successfully add a significant number of new products to its
product line.                                               

     The broadening of the Company's focus into the emerging
  diagnostics monitoring market should support revenue growth in
    the coming years.  The Innogenetics distribution, developing and
   licensing agreement gives the Murex Group access to the rapidly
growing gene probe market for monitoring patients and the   
    classification of viral diseases.  Patient monitoring has become
    an important and critical element of patient care and treatment.
   As a result, demand for superior and unique monitoring tests is
rapidly growing.  The Company believes it can capture a     
significant portion of this emerging market by strategically
  positioning Murex in key segments of the market including AIDS
patient treatment, transplant recipients and other immune   
compromised patients.                                       

As the Company's relationship with Innogenetics   
demonstrates, management believes strategic ventures and    
  licensing arrangements position the Company for the future and
play an important role in the achievement of management's   
corporate objectives.  The Company's worldwide marketing and
   distribution capabilities motivate companies like Innogenetics,
    Digene and Eurogenetics to partner with the Company in licensing
  agreements and product development and, thereby, contribute to
   the flow of new and creative products.  The Company's alliances
  provide the Murex Group with access to technology, strengthand
  allow the Company to further penetrate its existing markets in
     blood screening and clinical diagnostics.  Throughout 1997 and in
the years to come, the Company will actively seek out       
acquisitions, strategic business alliances and other        
opportunities that will support the Company's future.       

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         Recent Murex Group product innovations, such as SAM TM, and
    tests for HTLV, syphilis and E-Coli, should contribute to future
  sales growth.  In addition, new and enhanced products, created
through the Company's in-house research and development     
endeavors, strengthened the Company's broad line of well-   
  established virology and bacteriology products and allowed the
    Company to enter new markets in targeted areas around the world.

    In addition to relying on research and development and
   licensing of core technologies, management's operation strategy
    will also focus on quality, customer service, reducing costs and
improving cash flows.                                       

         ---------------------------------------------------------------------

RESULTS OF OPERATIONS                                       

         Year ended December 31, 1996 compared to year ended December 31, 1995

        Revenues for the year ended December 31, 1996 increased to
  $100,851,000 over the previous year's revenues of $92,394,000.
This increase is mainly due to a $7,487,000 net increase in 
 product sales as a result of the newly-acquired Innogenetics'
  product line, growth of sales in eastern Europe, South America
     and southeastern Asia as well as the acquisition of the Company's
Canadian distributor.  The net increase in product sales    
    represents an actual increase using a constant currency basis of
$8,836,000 which was partially offset by a negative foreign 
exchange impact of $1,349,000.  License fees and royalties  
revenues increased to $970,000 from $0 in the previous year,
 primarily as a result of Abbott exceeding the minimum royalty
level as defined in the 1994 agreement.                     

       Gross profit on product sales was 65.1% and 67.3% for the
  years ended December 31, 1996 and 1995, respectively.  Cost of
products grew $4,706,000 as a result of increased sales,    
   increased use of direct distributors, especially for the newly-
acquired Innogenetics' products, and increased sales of     
purchased-in products which have lower gross profit margins.
   Furthermore, the strengthening of the British Pound relative to
the U.S. Dollar throughout 1996 caused the translated dollar
equivalent cost of manufacturing in the UK to increase.     

   Total operating costs and expenses, excluding cost of
 products sold, of $62,538,000 for the year ended December 31,
 1996 reflect a net decrease of $3,553,000 over the year ended
    December 31, 1995.  Research and development costs for 1996 were
     reduced by $1,057,000 due to added efficiencies in internal costs
    and the Company shifting its focus to forming strategic business
alliances such as Innogenetics.  General and administrative 
     expenses increased $1,385,000 to $25,803,000 for 1996 as compared
to $24,418,000 for 1995.  This increase is due to the legal,
     employee compensation and other expenses associated with settling
   the Company's HCV patent litigation during the third quarter of
1996.  Sales and marketing expenses were $29,523,000 and    
$26,898,000 for the years ended December 31, 1996 and 1995, 
respectively.  The increase of $2,625,000 was driven by new 
   product introductions, including the Innogenetics' LiPA product
line, expansion into the monitoring market and further      
     strengthening of the Company's overall distribution network.  The
  foreign exchange loss for the year ended December 31, 1996 was
 $1,542,000 versus a gain of $1,016,000 for 1995.  The loss is
    primarily attributable to the strengthening of the British pound
to its four year high, as MBL (the Dartford, England        
   manufacturing facility) carries intercompany receivables in the
  local currencies of the various Murex Group territories.  This
     foreign exchange loss was further exacerbated by the weakening of
the South African rand.   As a result of the settlement with
     Chiron and Ortho, a reversal was made to royalty accruals made in
     prior years, which resulted in a net credit to royalty expense of
$2,799,000 for the year ended December 31, 1996.  During    
September 1996, the Company recorded a rebefore tax.  The   
    restructuring was driven by a need to reposition the Company for
  its movement into the patient monitoring business.  The world-
     wide plan will result in personnel reductions of approximately 50
     people from various functions.  The restructuring charge consists
     predominantly of costs for employee severance and other benefits,
of which $1,402,000 remained accrued at December 31, 1996.  
   Management expects the restructuring to be completed by the end
of the first quarter of 1997.                               

       Net interest expense for the year ended December 31, 1996
  was $643,000 compared to net interest income of $1,054,000 for
     the year ended December 31, 1995 due to the increase in long term
     debt from the new line of credit arrangement and the factoring of
Italian receivables. The loss on liquidation of investee of 
  $394,000 represents SDL's net loss for the year ended December
  31, 1996, net of the estimated gain upon ultimate liquidation.
  As of December 31, 1996, IMTC and its subsidiaries represented
   predominantly all creditors of SDL; therefore, in the financial
 statements, the subsidiary is assumed to be fully liquidated.

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         Year ended December 31, 1995 compared to year ended December 31, 1994

     Product sales for the year ended December 31, 1995 were
 $92,394,000 versus $93,192,000 for the comparable prior year.
1995 product sales were $798,000 behind 1994's product sales
     primarily due to the reduction of HCV sales in Europe and changes
  in the worldwide diagnostics market. The actual sales decrease
     using a constant currency basis was $4,986,000, largely offset by
    the positive foreign exchange impact of $4,188,000. Revenues for
    the year ended December 31, 1994 included $3,000,000 of a "sell-
  in" of HCV tests in anticipation of UK and German injunctions.
The changes in the worldwide diagnostics market have also   
   adversely affected sales including a healthcare workers' strike
in Spain, declines in overall healthcare spending in several
Western European countries due to changes in reimbursement  
  programs that resulted in fewer diagnostic test kit orders and
buying group consolidations in the United States.  The Murex
  Group is combating these issues by expanding its business into
    growth markets which include Africa, the Middle East and Central
and South America and by entering strategic alliances which 
enhance the Murex Group's  product lines and add innovative 
technology.  License fee revenues of $9,250,000 for 1994    
represent the present value of the Abbott license agreement 
earned in the second quarter.                               

       Gross profit on product sales for the year ended December
  31, 1995 was 67.3%, as compared with 73.9% for 1994.  In 1995,
  cost of products sold increased, particularly in the third and
fourth quarters, because of higher costs associated with    
producing HCV screening tests which caused an erosion of the
Murex Group's gross profit margin. Pricing pressures due to 
     healthcare policies in Europe and the necessity of licensing some
  products with lower margins also contributed to the decline in
gross profit.                                               

        Total operating expenses, excluding cost of products sold,
     of $66,091,000 for the year ended December 31, 1995 reflect a net
     increase of $3,588,000 over the year ended December 31, 1994. The
 weakness of the US dollar in 1995 increased total expenses by
   approximately $2,386,000 over 1994.  General and administrative
  expenses, excluding bad debt expense,  increased $1,118,000 to
$22,736,000 for the year ended December 31, 1995.  The Murex
Group's legal and professional fees associated with its HCV 
   litigation increased $2,257,000 over the prior year.  The total
     1995 increase in general and administrative expense was less than
     the HCV legal expense increase because general and administrative
expenses in 1994 also included expenses associated with the 
  Abbott licensing in May and employee incentive, retirement and
   termination payments.  Bad debt expense increased $1,001,000 to
 $1,682,000 for 1995 primarily as a result of credit losses on
   Eastern European sales.  Sales and marketing of $26,898,000 for
  the year reflects a $3,312,000 increase over the 1994 amounts.
 This increase was a result of increased presence by the Murex
  Group in the German, Eastern European, African, Middle Eastern
   and South American markets.  Foreign exchange gain for the year
ended December 31, 1995 of $1,016,000 reflects a $1,563,000 
  increase from the 1994 foreign exchange loss of $547,000.  The
     increase is primarily attributable to the strengthening of values
  in German Mark, French Franc, Spanish Peseta, and Italian Lira
 currency based amounts due to MDL.  The decrease in royalties
   expense from $9,599,000 for the year ended December 31, 1994 to
   $8,365,000 for the year ended December 31, 1995 is due to lower
sales of products with high royalty rates.                  

        The increase in interest income versus the prior year is a
result of interest related to the Abbott license and higher 
  overall cash in the Company during 1995.  Interest expense for
the year ended December 31, 1995 of $167,000 represented a  
decrease of $465,000 from 1994.  This net decrease is due to
     management's decision to voluntarily reduce factoring of  Italian
receivables during 1994.                                    

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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA       

International Murex Technologies Corporation                
CONSOLIDATED BALANCE SHEETS                                 

                                                  December 31,
                                                 ---------------------
   (In Thousands of U. S. Dollars)              1996          1995
     -----------------------------------------------------------------

ASSETS                                                      

CURRENT ASSETS                                              
       Cash and cash equivalents                 $ 9,723       $15,771
Accounts receivable, net of allowance                   
for doubtful accounts of $3,174                   
          and $3,410, respectively                33,718        34,836
       Inventories                                21,534        16,941
Amounts due from affiliates                 4,415       
       Prepaid and other                           1,207         2,851
                                                 ---------------------

     Total current assets                         70,597        70,399
     -----------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT-                              
at cost less accumulated depreciation                   
       and amortization                           10,091         9,231

PATENTS, TRADEMARKS AND LICENSES-                           
         at cost less accumulated amortization     5,738           229

     OTHER ASSETS                                  8,687         5,889
                                                  --------------------

     TOTAL                                       $95,113       $85,748
     =================================================================

See notes to consolidated financial statements.             

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                                                  December 31,
                                                --------------------
                                                1996          1995
    ----------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY                        

CURRENT LIABILITIES:                                        
        Trade accounts payable                   $9,757       $7,586
        Borrowings under line of credit                           44
Accrued expenses:                                   
           Professional fees                      2,222        2,502
           Royalty payments                       1,978       13,397
           Employee related                       5,985        3,963
           Income taxes payable                   1,508        1,709
           Litigation settlements                 3,310        2,910
Restructuring                          1,402  
           Other                                  2,809        3,551
Current portion of capitalized                      
           lease obligations                        151          229
                                                 -------------------

    Total current liabilities                    29,122       35,891
    ----------------------------------------------------------------

    DEFERRED RENT                                    77           80

LINE OF CREDIT                                9,638         

CAPITALIZED LEASE OBLIGATIONS,                              
       less current portion                          93          246

COMMITMENTS AND CONTINGENCIES                               

SHAREHOLDERS' EQUITY                                        
Common shares, without par value,                           
200,000,000 shares authorized;                        
16,578,853 and 16,688,931 shares                      
       issued, respectively                      84,460       84,136
    Additional paid-in capital                   13,906       13,906
     Accumulated deficit                         (41,655)     (43,504)
Less cost of  286,929 and 532,243                           
common shares held in treasury,                       
        respectively                              (1,085)      (1,514)
Unrealized gain on marketable securities      4,405         
     Accumulated currency translation adjustment  (3,848)      (3,493)
                                                 -------------------

    Shareholders' equity                         56,183       49,531
    ----------------------------------------------------------------

    TOTAL                                       $95,113      $85,748
    ================================================================

See notes to consolidated financial statements.             

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International Murex Technologies Corporation                          
CONSOLIDATED STATEMENTS OF OPERATIONS                                 

                                     Year Ended December 31,
                                        --------------------------------
(In Thousands of U.S. Dollars,                                        
except per share data)                   1996       1995       1994   
 -----------------------------------------------------------------------

REVENUES:                                                             
  Product sales                        $99,881    $92,394    $93,192
  License fees and other (See              970                 9,250
      Note 6)                    ---------------------------------------

Total revenues                          100,851     92,394    102,442 

COSTS AND EXPENSES:                                                   
  Cost of products sold                 34,887     30,181     24,353
  Research and development               6,369      7,426      6,372
  General and administrative            25,803     24,418     22,399
  Sales and marketing                   29,523     26,898     23,586
  Foreign exchange loss (gain)           1,542     (1,016)       547
  Royalty (credit) expense              (2,799)     8,365      9,599
Restructuring expense                  2,100                    
                                      ----------------------------------

Total costs and expenses                 97,425     96,272     86,856 
 -----------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS             3,426     (3,878)    15,586 

Interest income                             663      1,221        802 
Interest (expense)                       (1,306)      (167)      (632)
Gain on asset disposals                      90        108         33 
Settlement of litigation                            (3,123)           
Loss on liquidation of investee            (394)                      
Other income (expense)                      386       (289)        99 
                                     -----------------------------------
INCOME (LOSS) BEFORE INCOME TAXES         2,865     (6,128)    15,888 

Income tax expense                       (1,016)      (482)    (1,664)
                                    ------------------------------------

NET INCOME (LOSS)                        $1,849     (6,610)    14,224 
 =======================================================================

Net Income (Loss) per common share        $0.11     $(0.40)     $0.85 
                                         =====     ======      =====

Weighted Average Common                                               
 Shares Outstanding (in thousands)      16,511     16,381     16,739
                                        ======     ======     ======

See notes to consolidated financial statements.                       

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International Murex Technologies Corporation                          
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY            

(In Thousands of U.S. Dollars, except share data)                     
    --------------------------------------------------------------------------

                                             Common Stock           Additional
                                        ---------------------      Paid-In
                                          Shares      Amount       Capital
    --------------------------------------------------------------------------

  January 1, 1994                   16,746,217       $83,952     $13,906

Registration costs                                     (19)         

Issued for additional                                               
shares of Murex Corporation         23,294           108        

Issued pursuant to employee                                         
stock purchase plan                  9,114            41        

Effect of 1990 one for seven                                        
share consolidation                     21                      

Net income                                                          

Foreign currency translation                                        
                                      ----------------------------------------
  December 31, 1994                 16,778,646        84,082      13,906

Issued pursuant to employee                                         
stock purchase plan                 17,375            54        

Shares repurchased for treasury                                     

Retirement of escrowed shares       (107,144)                       

Issued in exchange for subsidiary                                   
shares                                  54                      

Net loss                                                            

Foreign currency translation                                        
                                       -----------------------------------------
  December 31, 1995                 16,688,931        84,136      13,906

Issued pursuant to employee stock                                   
purchase plan                       23,297            91        

Exercise of employee stock options    15,900            50          

Issued as stock compensation         281,925         1,695          

Shares tendered to treasury                                         

Retirement of treasury shares       (431,200)       (1,509)         

Unrealized gain on marketable                                       
securities                                                      

Net income                                                          

Foreign currency translation                                        
                                    ----------        ------      ------
  December 31, 1996                 16,578,853       $84,460     $13,906
                                    ==========        ======      ======

    ------------------------------------------------------------------------
                                                                  Unrealized
                                                                   Gain on
                                      Accumulated    Treasury     Marketable
                                        Deficit       Shares      Securities
    ------------------------------------------------------------------------

  January 1, 1994                    $(51,118)   $     (5)        $    0

Registration costs                                                  

Issued for additional                                               
shares of Murex Corporation                                     

Issued pursuant to employee                                         
stock purchase plan                                             

Effect of 1990 one for seven                                        
share consolidation                                             

Net income                           14,224                         

Foreign currency translation                                        
                                       -------------------------------------
  December 31, 1994                   (36,894)         (5)             0

Issued pursuant to employee                                         
stock purchase plan                                             

Shares repurchased for treasury                  (1,509)            

Retirement of escrowed shares                                       

Issued in exchange for                                              
subsidiary shares                                               

Net loss                             (6,610)                        

Foreign currency translation                                        
                                       -------------------------------------
  December 31, 1995                   (43,504)     (1,514)             0

Issued pursuant to employee                                         
stock purchase plan                                             

Exercise of employee stock                                          
options                                                         

Issued as stock compensation                                        

Shares tendered to treasury                      (1,080)            

Retirement of treasury shares                     1,509             

Unrealized gain on marketable                                       
    securities                                                     4,405

Net income                            1,849                         

Foreign currency translation                                        
                                       ------       -----          -----
  December 31, 1996                  $(41,655)    $(1,085)        $4,405
                                       ======       =====          =====

 ---------------------------------------------------------------------
                 Accumulated
                                   Currency              Total
                                       Translation         Shareholders'
                                    Adjustment            Equity
 ---------------------------------------------------------------------

January 1, 1994                        $(6,859)             $39,876 

Registration costs                                              (19)

Issued for additional shares                                        
of Murex Corporation                                           108

Issued pursuant to employee                                         
 stock purchase plan                                            41

Effect of 1990 one for seven                                        
share consolidation                                             

Net income                                                   14,224 

Foreign currency translation             2,274                2,274 
                                       -------------------------------
December 31, 1994                       (4,585)              56,504 

Issued pursuant to employee                                         
 stock purchase plan                                            54

Shares repurchased for                                              
 treasury                                                    (1,509)

Retirement of escrowed                                              
shares                                                            

Issued in exchange for                                              
subsidiary shares                                                 

Net loss                                                     (6,610)

Foreign currency translation             1,092                1,092 
                                       -------------------------------
December 31, 1995                       (3,493)              49,531 

Issued pursuant to employee                                         
stock purchase plan                                             91

Exercise of employee stock                                          
options                                                         50

Issued as stock compensation                                  1,692 

Shares tendered to treasury                                  (1,080)

Retirement of treasury                                              
shares                                                            

Unrealized gain on                                                  
marketable securities                                        4,405

Net income                                                    1,849 

Foreign currency translation              (355)                (355)
                                       ------               ------
December 31, 1996                      $(3,848)             $56,183 
                                       ======               ======

See notes to consolidated financial statements.                       

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International Murex Technologies Corporation                          
CONSOLIDATED STATEMENTS OF CASH FLOWS                                 

                                               Year Ended December 31,
                                               -----------------------------
  (In Thousands of U.S. Dollars)              1996        1995        1994
   -------------------------------------------------------------------------

OPERATING ACTIVITIES:                                                 

  Net income (loss)                         $1,849      $(6,610)   $14,224

Adjustments to reconcile                                              
net income (loss) to net                                        
cash provided by (used in)                                      
operating activities:                                           

       Depreciation                          3,519        4,199      4,030

       Amortization                            459           85        140

       Write-off of goodwill                                           108

Gain on sale of property                                    
          and equipment                         (90)        (108)       (33)

Non-cash compensation                 1,692                 

Changes in assets and liabilities:                          

            Accounts receivable               1,118       (3,074)    (9,850)

            Inventories                      (4,593)      (1,154)    (1,925)

            Prepaid and other assets         (1,088)       1,388     (4,909)

           Trade accounts payable            2,171        1,999        106

           Accrued expenses                 (9,963)       5,444      9,926
   -------------------------------------------------------------------------
     Net cash (used in) provided by         (4,926)       2,169     11,817
operating activities                                        
   -------------------------------------------------------------------------

INVESTING ACTIVITIES:                                                 

  Proceeds from sale of property and           269          265         74
equipment                                                             

   Additions to property and equipment       (4,558)      (4,994)    (5,392)

   Additions to patents and licenses         (5,968)        (101)       (87)

   Investment in Digene Corporation                                  (3,092)
   -------------------------------------------------------------------------
      Net cash used in investing            (10,257)      (4,830)    (8,497)
activities                                                
   -------------------------------------------------------------------------

FINANCING ACTIVITIES:                                                 

   Increase (decrease) in borrowings under    9,638           40         (3)
line of credit                                                        

   Reduction of other long-term liabilities    (289)        (458)      (145)

  Proceeds from issuance of common shares      141           54         41

Repurchase of shares for treasury                      (1,509)        
   -------------------------------------------------------------------------
      Net cash provided by (used in)          9,490       (1,873)      (107)
financing activities                                      
   -------------------------------------------------------------------------

  Effect of Exchange Rate Changes on Cash     (355)       1,092      2,274

  Net (Decrease) Increase in Cash and Cash  (6,048)      (3,442)     5,487
Equivalents                                                           

  Cash and Cash Equivalents at Beginning    15,771       19,213     13,726
of Period                                                             
   -------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF       $9,723      $15,771    $19,213
PERIOD                                                                
   -------------------------------------------------------------------------

Supplemental Disclosure of Cash Flow Information:                     

  Cash paid for interest                    $1,306       $  148     $  632

  Cash paid for income taxes                $1,140       $1,348     $1,217

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International Murex Technologies Corporation                    
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)               
(In Thousands of U.S. Dollars)                                  

      SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Unpaid acquisition costs totaled $0, $750 and $750 at 
December 31, 1996, 1995, and 1994, respectively.                

      During the years ended December 31, 1996, 1995 and 1994, the
Company entered into capital lease obligations of approximately 
$63, $53 and $155, respectively.                                

        During the year ended December 31, 1994, IMTC recorded $19
   of previously recorded deferred warrant registration costs as a
reduction to common stock.                                  

     During the year ended December 31, 1994, IMTC issued 23,294
common shares to minority shareholders of Murex Corporation in  
exchange for their shares of Murex Corporation.                 

See notes to consolidated financial statements.                 

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International Murex Technologies Corporation                
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  

(In Thousands of U.S. Dollars, except share amounts)        

          ------------------------------------------------------------
1.   NATURE OF THE COMPANY AND BASIS OF PRESENTATION:       

        International Murex Technologies Corporation ("IMTC"), has
 many separately incorporated subsidiaries operating
   throughout the world under the Murex name (the "Murex
         Group"). The Murex Group develops, manufactures and markets
       medical diagnostic products and provides medical services
       for the screening, diagnosis and monitoring of infectious
        diseases and other medical conditions. (IMTC and the Murex
        Group are collectively referred to herein for consolidated
financial purposes only as the "Company".)        

        The accompanying financial statements include IMTC and its
      wholly-owned, separately incorporated subsidiaries doing
      business in various territories generally under the name
      Murex Diagnostics, Murex Holdings Corporation ("MHC"), a
        Delaware corporation; and MHC's majority owned subsidiary;
      Murex Corporation ("Murex"), a Delaware corporation; and
          Murex's wholly owned subsidiaries.  In August 1995, Murex, a
majority-owned subsidiary was merged with MHC and 
     subsequently into Murex Diagnostics, Inc. ("MDI").  The
       previous minority interest's portion of Murex's continued
   losses in excess of their basis has not been recorded
   because management considers that it is not currently
      realizable.  At December 31, 1996, the U.S. subsidiaries
   were further consolidated by merging the U.S. holding
company, IMTC Holdings, Inc. into MDI.            

     Effective January 1, 1996, IMTC's United Kingdom ("UK")
     operating business was restructured into two companies,
         Murex Diagnostics Limited ("MDL") and Murex Biotech Limited
       ("MBL").  MDL subsequently changed its name to Specialist
Diagnostics Limited ("SDL") and entered voluntary 
      liquidation.  MDL retained the business encompassing the
         sale in the UK of all of the Company's HCV products and the
     manufacturing of the HCV serotyping test. All other MDL
          business was sold to another of IMTC's UK subsidiaries, MBL.
          SDL entered voluntary liquidation following the British High
        Court ruling that an interim cash security of $9.3 million
  be posted by SDL relating to its then ongoing patent
         litigation with Chiron and Ortho.  Co-liquidators have been
appointed. As of December 31, 1996, IMTC and its  
          subsidiaries represented predominantly all creditors of SDL.
         In the consolidated financial statements, the subsidiary is
       assumed to be fully liquidated, and management expects to
        ultimately receive net proceeds of $4,415 after settlement
        of all liquidation costs which is reflected as of December
31, 1996 as amounts due from affiliates..         

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:            

      The Company's financial statements have been prepared in
         accordance with United States generally accepted accounting
principles and reflect the following policies:    

      (A)  CASH EQUIVALENTS:  The Company considers all highly
            liquid investments with original maturities of three
months or less to be cash equivalents.  

    (B)  ACCOUNTS RECEIVABLE:  Accounts receivable include
               amounts due from customers in Italy and Spain which, if
        not factored, may take approximately one year to
              collect.  An allowance for estimated doubtful accounts
        is provided, as considered appropriate, based on
             identification of specific uncollectible receivables.

       (C)  INVENTORIES:  Stated at the lower of cost (first-in,
first-out method) or market.            

      (D)  PROPERTY, PLANT AND EQUIPMENT:  Stated at cost less
              accumulated depreciation.  Depreciation is provided by
             the straight-line method over the useful lives of the
             assets, forty years for buildings, three to ten years
          for equipment and furniture, and the lesser of the
          useful life or the term of the lease for leasehold
improvements.                           

        (E)  PATENTS, TRADEMARKS AND LICENSES:  Costs incurred for
          legal expenses in connection with obtaining patent
             protection, trademark rights and licenses for certain
             technology have been deferred.   Amortization of such
               costs is provided by the straight-line method over five
             years for patents and trademarks and over the life of
             the agreement, not to exceed seven years, for license
agreements.                             

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      (F)  INVESTMENTS: The Company accounts for its long-term
         investment in the marketable securities of Digene
             Corporation in accordance with Statement of Financial
              Accounting Standards No. 115 ("SFAS 115"), "Accounting
               for Certain Investments in Debt and Equity Securities."

        (G)  INCOME TAXES: Deferred income taxes are determined in
         accordance with Statement of Financial Accounting
              Standards No. 109 ("SFAS No. 109") and reflect the net
            tax effects of (a) temporary differences between the
      carrying amounts of assets and liabilities for
             financial reporting purposes and the amounts used for
           income tax purposes, and (b) operating loss and tax
credit carry forwards.                  

         (H)  REVENUE:  Revenue is recognized at the time product is
        shipped or when contract services are rendered .

      (I)  RESEARCH AND DEVELOPMENT:  Research and development
            costs include primarily salaries and benefits, rent,
               laboratory materials and supplies, consulting fees, and
         subcontract costs, and are expensed in the period
incurred.                               

    (J)  FOREIGN EXCHANGE:  The reporting currency for the
            Company is the U.S. dollar.  The functional currency
            for all operations is the respective local currency.
           The translation of all foreign currencies into U.S.
             dollars is performed for asset and liability accounts
           using exchange rates in effect at the balance sheet
              date, for equity accounts at historical rates, and for
             revenue and expense accounts using a weighted average
          exchange rate during the period.  Gains and losses
              resulting from the translation of subsidiary financial
    statements and intercompany foreign currency
              transactions that are of a long-term investment nature
          are classified as accumulated currency translation
               adjustments within shareholders' equity.  The gains and
           losses relating to all other transactions have been
              included in the consolidated statements of operations.

         (K)  STOCK BASED COMPENSATION: Accounting for stock options
          issued to employees and non-employees directors is
            based upon the "intrinsic value" method set forth in
              Accounting Principles Board Opinion No. 25 ("APB 25"),
              "Accounting for Stock Issued to Employees." Accounting
          for stock options issued to non-employees prior to
               December 16, 1995 is also based upon APB 25. Accounting
            for stock options issued to non-employees (excluding
          non-employee directors) after December 15, 1995 is
       based upon the "fair value" method set forth in
           Statement of Financial Accounting Standards No. 123
 ("SFAS 123"), "Accounting for Stock-Based
             Compensation." See footnote 12 for further discussion
of SFAS 123.                            

    (L)  NET INCOME (LOSS) PER COMMON SHARE:  Common share
        equivalents are considered in the computation of
          weighted average number of shares and earnings per
             share for a profitable period, by dividing net income
               by the average number of common shares and common share
          equivalents outstanding.  Common share equivalents
             represent the dilutive effect of the assumed exercise
           of outstanding stock options and warrants using the
            treasury stock method.  The calculation of  loss per
        common share excludes the effect of common share
   equivalents as such effect is antidilutive.

  (M)  PERVASIVENESS OF ESTIMATES:  The preparation of
         financial statements in conformity with generally
             accepted accounting principles requires management to
               make estimates and assumptions that affect the reported
           amounts of assets and liabilities and disclosure of
            contingent assets and liabilities at the date of the
        financial statements and the reported amounts of
          revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         (N)  RECLASSIFICATIONS:  Certain reclassifications of prior
             year amounts have been made to conform to the current
  year financial statement reporting format.

3.   EQUITY INVESTMENT IN DIGENE CORPORATION:               

       IMTC's subsidiary, Murex Diagnostics Corporation ("MDC"),
         owns approximately 6.5% of the common shares outstanding of
       Digene Corporation.  In accordance with the provisions of
    SFAS 115, the Company has classified the investment as
       "available for sale" and reported it at fair value in the
 Other Assets section of the balance sheet, with the
 unrealized gain credited to a separate component of
          shareholders' equity.  At December 31, 1996, the fair market
        value of the investment was $7,497 with unrealized holding
gains of $4,405.                                  

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4.   INVENTORIES:                                           
                                        December 31,      December 31,
                                         1996               1995
                                        -------------     ------------

        Raw materials and supplies      $ 5,911            $ 4,842
        Work in process                  10,734              8,246
        Finished goods                   10,379              7,807
                                        -------            -------

        Total inventories                27,024             20,895

         Less inventory reserves          (5,490)            (3,954)
                                        -------            -------

        Total inventories, net          $21,534            $16,941
                                        =======            =======

5.   PROPERTY, PLANT AND EQUIPMENT:                         

                                        December 31,      December 31,
                                         1996               1995
                                        -------------     ------------

Furniture and office                              
           equipment                    $ 8,585           $  7,101
        Equipment                        16,524             13,460
        Leasehold improvements            2,316              2,121
                                        -------           --------

        Total                            27,425             22,682
Less accumulated depreciation                     
           and amortization              (17,334)           (13,451)
                                        -------           --------

Property, plant and                               
            equipment, net             $ 10,091           $  9,231
                                       ========           ========

6.   TECHNOLOGY LICENSING AGREEMENTS:                       

      MDC completed a non-exclusive, out-licensing transaction
       during the second quarter of 1994 by licensing technology
         acquired as part of the 1992 acquisition of the diagnostics
        division of Wellcome to Abbott.  This transaction provided
        MDC with a $10 million minimum license fee to be paid over
     four years.  MDC received $4 million, $2 million and $2
         million in 1994, 1995 and 1996, respectively.  MDC received
        the final $2 million of the guaranteed $10 million minimum
      license fee in January 1997.  Furthermore, MDC earned an
additional $100,000 and $878,000 in 1995 and 1996,
       respectively, as a result of minimum royalty levels being
 exceeded.   Licenses have also been granted for SAM
     technology to Chiron Corporation.  The Murex Group also
     licenses technology and products from other diagnostics
          manufacturers.  Generally, the Murex Group pays a royalty to
          these companies based on its sales of the products. See Note
16.                                               

7.   PATENTS, TRADEMARKS AND LICENSES                       

                                           December 31,       December 31,
                                          1996                1995
                                           ------------       ------------

        Patents                          $  663             $  645
        Trademarks                          159                 90
        Licenses                          6,240                359
                                         ------              -----

        Total                             7,062              1,094
         Less accumulated amortization    (1,324)              (865)
                                         ------              -----

        Total, net                       $5,738              $ 229
                                         ======              =====

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8.   BORROWINGS UNDER LINES OF CREDIT:                      

          On November 12, 1996, the Company entered into a three year,
      $15 million asset-based line of credit facility which is
        collateralized by the accounts receivable and inventory of
        its U.S., UK and Barbados subsidiaries. As of December 31,
1996, there was $9,638 outstanding and $2,993 of  
         availability under this facility, net of a letter of credit
          outstanding of $856. The credit facility was drawn upon for,
among other things, payments associated with the  
         Innogenetics alliance, working capital and ongoing business
      activities.  Interest is payable monthly at either LIBOR
      (5.5% at December 31, 1996) plus 2.5% or prime (8.25% at
December 31, 1996).                               

         On December 11, 1996, the Company entered into a five year,
          interest rate swap agreement to reduce the impact of changes
      in interest rates on its LIBOR-based line of credit. The
      five year agreement effectively fixed the total interest
         rate at 8.9%, on a notional principal amount of $8 million.
         The Company specifically designated this interest rate swap
       agreement as a hedge of the line of credit, and therefore
recognizes the differential paid or received as an
      adjustment to interest expense in the period in which it
     occurs.  As of December 31, 1996, the fair value of the
    interest rate swap agreement approximated the recorded
value.                                            

         The Company's Italian subsidiary has bank credit facilities
        of $165 for use as working capital, discounting of certain
  accounts receivable and issuing performance bonds in
     connection with government contract bids.  The facility
bears interest 11.75% and is due upon demand.     

       The weighted average interest rate on average outstanding
         debt was 8.89%, 9.66% and 9.88% for each of the years ended
December 31, 1996, 1995 and 1994, respectively.   

9.   CAPITAL LEASES:                                        

      Capitalized lease obligations for property and equipment
          bear interest at an imputed average rate of 22%.  The leases
      are collateralized by equipment with an original cost of
    $689 and a net book value of $81 at December 31, 1996.
     Future minimum lease payments under capital leases with
        terms in excess of one year at December 31, 1996, together
         with the present value of minimum lease payments, are shown
in the table below.                               

  1997                             $ 188
  1998                               114
  1999                                20
  2000                                12
                                   -----
  Total                              334
   Less interest                      (90)
                                   -----
  Present value                      244
   Current portion                   (151)
                                   -----
  Long term                        $  93
                                   =====

10.  OPERATING LEASES:                                      

          The Company leases office space and certain office equipment
      under operating lease agreements.   Future minimum lease
      payments under noncancellable operating lease agreements
with terms in excess of one year are as follows:  

   1997                             $1,851
   1998                              1,418
   1999                              1,108
   2000                                695
   2001                                648
   Thereafter                          580
                                    ------
   Total                            $6,300
                                    ======

 Rent expense under all operating leases amounted to
      approximately $1,776, $1,711, and $1,677 for each of the
         years ended December 31, 1996, 1995 and 1994, respectively.

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11.  INCOME TAXES:                                          

      The taxation of a company that has operations in several
          countries involves many complex variables, such as differing
      tax structures from country to country and the effect on
          U.S. taxation of international earnings.  These complexities
       do not permit meaningful comparisons between the domestic
         and international components of income before taxes and the
  provision for income taxes, and disclosures of these
      components do not provide indicators of relationships in
future periods.                                   

          The Company's deferred tax assets are subject to a valuation
        allowance that reduces the deferred tax assets at December
          31, 1996 and 1995 to $0 and $1,810, respectively.  The long-
          term portions of the deferred tax assets were $0 and $363 at
        December 31, 1996 and 1995, respectively.  The tax effects
     of significant items comprising the Company's  deferred
taxes are as follows:                             

                                                December 31,
                                               1996         1995
                                              ----------------------

Deferred tax liabilities:                       
             Asset basis differences           $     22     $     95
                                               --------     --------

Deferred tax assets:                            
             Book reserves                        2,574        1,513
             Operating loss carryforwards        12,378       13,041
             All other                            3,040        2,824
                                               --------     --------
                                                 17,992       17,378
           Less: Valuation allowance             (17,970)     (15,473)
                                               --------     --------
                                                     22        1,905
                                               --------     --------
          Deferred income taxes                $      0     $  1,810
                                               ========     ========

         During 1996, the Company increased the beginning balance of
          the valuation allowance by $1,810 to reflect the liquidation
   of SDL.  During 1995, the valuation allowance changed
 primarily to reflect utilization of  operating loss
carryforwards.                                    

   The components of income tax expense (benefit) are as
follows:                                          

                                      1996         1995       1994
                                      ------       ------     ------

        Current                      $ 901        $ 479     $3,147
         Deferred                       115            3     (1,483)
                                    ------        -----     ------

        Total                       $1,016        $ 482     $1,664
                                    ======        =====     ======

        A reconciliation of differences between the statutory U.S.
         federal income tax rate and the Company's effective rate is
as follows:                                       

                                     1996        1995         1994
                                     ------      ------       ------

        U.S. statutory rate         $ 974      $(2,084)    $ 5,402
        State taxes                    58         (125)        324
Increase (decrease) in                            
            valuation allowance        234         (252)       (470)
Effect of unused                                  
operating losses                      4,349 
Effect of foreign rates                           
differing from                              
            U.S. statutory rate       (250)      (1,406)     (3,592)
                                   ------      -------      ------

        Total                     $ 1,016      $   482     $ 1,664
                                  =======      =======     =======

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     At December 31, 1996 the Company had, for tax reporting
         purposes, net operating loss carryforwards of approximately
$34,860, generated as follows:                    

                                       Other
                                 US     Canada   Foreign     Total
                                ----    ------   -------     -----

        1996                           $   674  $ 1,156    $ 1,830
        1995                               136    1,868      2,004
        1994                  $  724                           724
        1993                   1,076                         1,076
        1992                   3,220     1,561      851      5,632
        Prior periods         18,160     3,504    1,930     23,594
                             -------    ------   ------    -------
        Total                $23,180    $5,875   $5,805    $34,860
                             =======    ======   ======    =======

          The carryforwards expire for U.S. reporting purposes through
         2008 and through 2002 for Canadian purposes.  Other foreign
  jurisdiction tax loss carryforwards include European
         countries which generally expire in 1998 or have indefinite
          carryforwards. The 1996, 1995 and 1994 income tax provisions
     primarily represent current amounts due to various U.S.
 state taxing authorities and various foreign taxing
authorities.                                      

    The net operating losses include the United States net
         operating losses of Murex prior to the merger of Murex into
   MDI.  Net operating loss carryforwards for income tax
       purposes of $9,850 are subject to an annual limitation of
  approximately $390 on utilization due to a change in
         ownership in June 1988.  As of December 31, 1996, $3,315 is
available to offset future taxable income.        

12.  COMMON SHARES:                                         

     (A)  ISSUANCE OF COMMON SHARES:  On July 15, 1993, IMTC
             closed an "off-shore" placement of 710,800 units at a
       price of $5.25 per unit.  The net proceeds were
         approximately $3,500.  Each unit consisted of one
             common share of IMTC and one-half of a share purchase
         warrant.  One full warrant entitled the holder to
          purchase one common share at $5.775 until July 17,
        1995.  The offering was made to persons resident
             outside of the United States pursuant to an exemption
            from the registration requirements of the Securities
          Act of 1933, as amended, by reason of Regulation S
              thereunder.  As compensation, the underwriter received
              a 4% fee and options to purchase up to 56,864 units at
             an exercise price of $5.25 per unit until January 16,
              1995.  These options and warrants expired unexercised.

  (B)  ISSUANCE OF COMMON SHARE PURCHASE WARRANTS:  In
             February 1996, IMTC entered into an agreement with an
         investment banking firm.  As compensation for its
            services the investment banker received common share
             purchase warrants to purchase an aggregate of 100,000
           common shares exercisable for a period of two years
             from February 12, 1996. These warrants were issued in
            two lots of 50,000 with exercise prices of $4.50 and
               $5.50 per share, respectively, and the Company recorded
           an expense of $64 related to these warrants.  As of
        December 31, 1996 all of these warrants remained
outstanding.                            

    (C)  STOCK OPTIONS:  On May 11, 1993, IMTC adopted the
             International Murex Technologies Corporation Employee
          Equity Incentive Plan (the "1993 Plan"), which was
            approved by shareholders in June 1993.  The plan was
         amended and restated in June 1994.  The number of
       options issued under this plan may not exceed 2
     million.  The option price per share shall be
            determined by the Compensation Committee at the time
            any option is granted and shall not be less than the
         closing trading price of the stock on the date of
grant.                                  

            In February 1996, the Compensation Committee of IMTC
             determined that certain of the outstanding options no
               longer provided the incentives intended by the original
           grants and authorized replacement of 946,100 of the
         options  outstanding. This constituted all of the
        outstanding options except those held by outside
        directors, terminated employees and consultants.
             Replacement options totaling 946,100 were reissued on
        March 4, 1996 at an exercise price of $3.13 each
           expiring in March 2001.  Also on March 4, 1996, the
            Compensation Committee granted 352,400 stock options
        pursuant to an Annualized Grant Policy which was
         established during 1995. These stock options were
               issued with an exercise price of $3.13, expire in March
           2001 and vest at 50% a year over a two year period.
       The following table summarizes the stock option
             activity for the three years ended December 31, 1996.

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                                                                        Weighted
                                                                       Average
                                    Range of             Number         Exercise
                               Exercise Prices       of Options        Price
                                 ---------------       ----------      ---------

    Balance, January 1, 1994     $4.20 - 10.58         1,768,400         $6.51
    Granted                       5.00 -  7.00           112,000          5.54
    Canceled                      4.20 - 10.58          (186,300)         9.32
                                         ---------
    Balance, December 31, 1994    5.00 -  7.00         1,694,100          6.14
                                         ---------
    Granted                               3.38            80,000          3.38
    Canceled                      4.20 -  7.00          (123,500)         6.09
                                         ---------
    Balance, December 31, 1995    3.38 -  7.00         1,650,600          6.01
                                         ---------
    Granted                       3.13 -  6.00         1,390,500          3.24
    Canceled                      3.13 -  7.00        (1,382,100)         6.03
    Exercised                             3.13           (15,900)         3.13
                                         ---------
    Balance, December 31, 1996    3.13 -  6.00         1,643,100          3.68
                                         =========

        The weighted average fair value of the options granted was
$1.67 and $2.69 for 1996 and 1995, respectively.  

    The following table summarizes information about stock
       options outstanding and exercisable at December 31, 1996.

     Options Outstanding
                     -------------------------------------------------
                    Weighted
  Number           average
 Range of        outstanding        remaining         Weighted
     Exercise        December 31,      contractual    average exercise
Prices              1996              life             price
    ----------------------------------------------------------------
 $3.13 - 4.56    1,350,600         4.6 years             $3.21

  5.00 - 6.00      292,500         4.1 years              5.82
---------                   

                 1,643,100                                3.68
=========                   

                             Options Exercisable
                             -------------------------------------

                              Number                  Weighted
Range of                  exercisable                average
Exercise                  at December               exercise
Prices                     31, 1996                   price 
   ---------------------------------------------------------------
$3.13 - 4.56               1,046,400                  $3.22 

5.00 - 6.00                 292,500                   5.82
   ---------

                          1,338,900                   3.79
  ==========

The Company has adopted the disclosure only provisions of   
 Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation." Accordingly, no  
     compensation cost has been recognized for the stock option plans.
Had compensation cost for the Company's stock option plans  
 been determined based on the fair value at the grant date for
   awards in 1996 and 1995, consistent with the provisions of SFAS
  No. 123, the Company's earnings would have been reduced to the
pro forma amounts indicated below:                          

                                 1996           1995
                                 ------         ------

Net income (loss) - as reported     $1,849        $(6,610)  
Net Income (loss) - pro forma         (254)        (6,825)  
Earnings per share - as reported      0.11          (0.40)  
Earnings per share - pro forma       (0.02)         (0.42)  

               The fair value of each option grant is estimated on the
            date of grant using the Black Scholes option-pricing
             model with the following weighted-average assumptions
               used for grants in 1995 and 1996: dividend yield of 0%;
           expected volatility of 74%; risk free interest rate
             ranging from 5.3% to 6.6%; and expected lives ranging
from three to ten years.                

          (D)  EMPLOYEE STOCK PURCHASE PLAN:   On April 14, 1993, IMTC
    adopted the International Murex Technologies
               Corporation Employee Stock Purchase Plan (the "Purchase
          Plan"), which was approved by shareholders in June
              1993.  Under the Purchase Plan, all eligible employees
            can purchase common shares of IMTC's stock at 90% of

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               the closing market price on the last day of each month.
             Management considers this plan non-compensatory under
             the provisions of SFAS No. 123.  The number of common
             shares which may be purchased under the Purchase Plan
          shall be set from time to time by the Compensation
Committee and was initially 100,000.    

     (E)  TREASURY SHARES: In November 1996, pursuant to the
              Stipulation Settlement Agreement, Edward J. DeBartolo,
           Jr. and the Estate of Edward J. DeBartolo, Sr. each
               transferred 92,943 common shares of the Company's stock
         to the Company to be used as their portion of the
            settlement of the class action lawsuits initiated in
1992.                                   

         (F)  ESCROWED SHARES: Pursuant to agreements dated February
         10, 1984 and November 7, 1985 among IMTC, a trust
     company and certain shareholders (who are not
              directors, officers or employees), 107,143 outstanding
               common shares were held on deposit with a trustee.  The
              shares were not to be traded, dealt with in any manner
          whatsoever, or released without the consent of the
             Superintendent of Brokers for the Province of British
          Columbia.  These shares expired in escrow and were
canceled in 1995.                       

             As a condition of a 1990 securities offering, 389,828
              previously issued common shares were placed in escrow.
              These shares could not be assigned, sold, or otherwise
         transferred or encumbered or released from escrow
      without the approval of the Ontario Securities
          Commission.  At December 31, 1996, 71,087 of these
shares remained in escrow.              

          (G)  POOLED SHARES:  Pursuant to a December 16, 1985 pooling
              agreement, 357,152 of IMTC's common shares were placed
            in trust with a trustee to be released when sales of
               commercialized products reach $13,859.  While in trust,
           these shares could not be traded, dealt with in any
             manner whatsoever, or released without the consent of
         the Superintendent of Brokers for the Province of
         British Columbia.  In May 1995, these shares were
             released from pool pursuant to the terms of a Release
Agreement.                              

     (H)  SHARES RESERVED FOR FUTURE ISSUE:  At December 31,
             1996, IMTC has reserved common shares for issuance as
shown in the table below.               

  Options                          1,959,200
  Employee stock purchase plan        34,752
  Warrant conversion                 100,000
                                   ---------
  Total                            2,093,952
                                   =========

  13.  MUREX SUBSIDIARY SHAREHOLDERS' COMMON STOCK PROVISION AND
WARRANTS:                                         

         Certain minority shareholders of Murex were participants in
     a Shareholders' Agreement that, among other provisions,
       granted Murex a right of first refusal to acquire shares.
         Murex was also party to a stock purchase agreement with one
          minority shareholder that provided, among other things, that
        in the event Murex had an offering of common stock at less
    than $12.00 per share, the shareholder was entitled to
         receive additional shares.  The rights under this agreement
  were assigned to IMTC as a part of the July 22, 1993
  purchase of additional Murex stock from one minority
    shareholder.  In July 1995, 331,332 Murex common stock
     warrants exercisable at $5.00 per share and 2,000 Murex
    common shares were exchanged for a total of 9,946 IMTC
         common share purchase warrants and 54 common shares.  These
warrants expired unexercised on December 31, 1996.

14.  EMPLOYEE RETIREMENT PLANS:                             

   The Murex Group has contributory and non-contributory
   defined contribution plans covering substantially all
      employees.  The plan funding arrangements are consistent
          with the United States or other applicable governmental laws
          and regulations.  The plans provide for employer match up to
     twice the employee contribution percentage to a maximum
      employer matching contribution of 10%. The Murex Group's
    contributions to these plans amounted to approximately
     $1,637, $1,587, and $1,353 in the years 1996, 1995, and
1994, respectively.                               

          Certain of the Murex Group also have defined benefit pension
   plans covering selected employees in certain European
  locations.  Pension costs and actuarial data are not
       significant to the consolidated financial statements. The
         Company currently provides no post-retirement benefit plans
      other than pensions, nor any significant post-employment
        benefits, therefore, the financial statements have no such
provisions.                                       

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 15.  FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK:

        The Company places its cash and cash equivalents with high
        credit quality financial institutions.  As of December 31,
    1996, the Company had no significant concentrations of
          credit risk. The Company has estimated the fair value of its
       financial instruments, using available market information
   and appropriate valuation methodologies. Considerable
         judgment is required in developing the estimated fair value
        and therefore the values are not necessarily indicative of
     the amounts that the Company could realize in a current
market exchange.                                  

16.  COMMITMENTS:                                           

          Certain of the Murex Group also incur royalty obligations on
     certain product sales for the use of patent and license
     rights.  Royalty rates may vary depending on particular
    product sales levels.  Agreed royalties are payable on
         defined sales ranging from 2% to a combined maximum royalty
        of 35% for a particular product's sales.  In addition, the
          Company also has future minimum royalty payments as follows:

1997                         $1,507     
1998                          1,432     
1999                          1,432     
2000                          1,432     
2001                          1,282     
Thereafter                    1,800     
                       -------
Total                       $ 8,885     
                       =======

 During February 1996, MDC entered into an exclusive
  distribution, development and license agreement with
        Innogenetics to develop and market gene probe products for
        the monitoring of patients and the classification of viral
       diseases. Under the terms of the agreement, MDC paid $5.9
          million during 1996 and will pay $1.6 million during 1997 to
 Innogenetics for the exclusive rights to distribute
       Innogenetics' LiPA products, excluding HCV, for 15 years.
          MDC will also pay Innogenetics a royalty of 10% of the Murex
          Group's net sales of Innogenetics' products. Also under this
agreement, MDC shall fund agreed-upon research and
         development programs, beginning in 1998 and for each of the
       following 13 years in an amount equal to 20% of the Murex
       Group's net sales of Innogenetics' products, subject to a
cap.                                              

17.  CONTINGENCIES:                                         

      Several Subsidiaries of the Murex Group were involved in
         patent infringement litigation in several countries against
         Chiron and Ortho related to Chiron's HCV patent.  On August
          28, 1996, IMTC reached a worldwide agreement with Chiron and
       Ortho concerning tests for HCV under which all litigation
       among the parties permanently ceased.  As a result of the
      settlement with Chiron and Ortho, a reversal was made to
       royalty accruals made in prior years, which resulted in a
        net credit to royalty expense of $2,799 for the year ended
December 31, 1996.                                

         Four class action lawsuits were instituted on behalf of all
         persons who had purchased IMTC's securities between May 21,
  1992 and August 19, 1992 against IMTC, two executive
         officers of IMTC, and Messrs. Edward J. DeBartolo, Sr. (now
     deceased) and Edward J. DeBartolo, Jr., in the Southern
        District of Texas, Houston Division.  In January 1993, the
      class actions were voluntarily transferred to the United
      States District Court, Eastern District of New York. The
   complaints alleged that the defendants omitted and/or
        misrepresented material facts about IMTC which resulted in
          artificially inflating the market price of IMTC's securities
        permitting, in part, Messrs. DeBartolo, Sr. and DeBartolo,
   Jr. to sell their IMTC securities in violation of the
    federal and Texas securities laws.  One further action
   alleged violations of insider trading rules under the
       federal securities laws.  The defendants answered denying
          the allegations in the complaints.  During 1996, the parties
         agreed to settle all outstanding claims for $5.4 million, a
        portion of which has been paid by IMTC into escrow held by
the claims administrator.  In accordance with the 
        Stipulation Settlement Agreement, Edward J. DeBartolo, Jr.
         and the Estate of Edward J. DeBartolo, Sr. each transferred
        92,943 common shares of the Company's stock to the Company
        to be used as their portion of the settlement.  The claims
 administrator is currently qualifying claimants and
       management expects this matter to be finalized during the
first half of 1997.                               

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         During 1995, the UK Inland Revenue questioned the tax basis
       of inventory, accounts receivable and property, plant and
   equipment related to the 1992 purchase of assets from
         Wellcome.  If Inland Revenue is successful in its argument,
        a tax charge of up to $4.2 million could arise. Management
        believes it has meritorious defenses against the claims of
          Inland Revenue and, therefore, has not recorded a  provision
for losses related to this matter.                

18.  RESTRUCTURING:                                         

         During September 1996, the Company recorded a restructuring
       charge of $2.1 million before tax.  The restructuring was
  driven by the need to reposition the Company for its
 movement into the patient monitoring business.  The
   worldwide plan will result in personnel reductions of
  approximately 50 people from various functions.  The
         restructuring provision consists predominantly of estimated
     costs for employee severance and other benefits.  As of
         December 31, 1996, 35 employees left the Company related to
     the restructuring plan, resulting in actual payments of
        $698.  As such, the remaining accrual at December 31, 1996
     was $1,402.  Management expects the restructuring to be
       substantially completed during the first quarter of 1997.

19.  SHAREHOLDER RIGHTS PLAN:                               

    In August 1995, IMTC adopted a Shareholder Rights Plan
       authorizing the distribution of one Right for each common
       share outstanding.  The Rights are attached to the common
      shares and are not initially exercisable.  Rights become
      exercisable in the circumstances described in the Rights
        Plan, including ten days following the announcement that a
      person or group without prior approval from the Board of
       Directors has acquired, or obtained the right to acquire,
beneficial ownership of 20 percent or more of the 
         outstanding common shares of IMTC or ten days following the
      announcement of a takeover bid, tender offer or exchange
          offer.  In certain circumstances, the Rights may be redeemed
          by IMTC at a price of $.001 per Right.  If not redeemed, the
Rights expire in ten years.                       

20.  DOMESTIC AND FOREIGN OPERATIONS:                       

       Information concerning the Company's domestic and foreign
        operations for the years ended December 31, 1996, 1995 and
     1994 is summarized below.  Murex Group product sales to
          affiliates are priced at market prices less an allowance for
marketing, advertising and other sales costs.     

----------------------------------------------------------------------
                              United
                            Canada        States      Europe
----------------------------------------------------------------------
December 31, 1996                                               
-----------------                                               

Net Revenues:                                                   
  Unaffiliated Customers   $ 1,995       $24,228     $59,461
  Affiliates                                 363      28,529
                           -------       -------      ------
   Total                     1,995        24,591      87,990

Net Income (Loss)            $(4,789)        1,568     (2,860)  
Identifiable Assets            2,955        10,787     53,818   

December 31, 1995                                               
-----------------                                               

Net Revenues:                                                   
Unaffiliated Customers                     $21,698    $61,165   
 Affiliates                               1,578     33,076
                                        -------    -------
   Total                                 23,276     94,241
Net Income (Loss)            $(4,088)          966     (6,761)  
Identifiable Assets            4,808        10,305     55,925   

December 31, 1994                                               
-----------------                                               

Net Revenues:                                                   
 Unaffiliated Customers                 $19,954    $66,840
 Affiliates                               1,113     36,849
                                        -------    -------
 Total                                   21,067    103,689
Net Income (Loss)            $(1,000)       (1,464)     6,844   
Identifiable Assets            4,895         9,231     57,223   

----------------------------------------------------------------------
  Far East
                                and Other   Elimiantions  Consolidated
----------------------------------------------------------------------
December 31, 1996                                               
-----------------                                               

Net Revenues:                                                   
     Unaffiliated Customers   $15,167                     $100,851
Affiliates                 6,704     $(35,596)          
                              -------     --------        --------
      Total                    21,871      (35,596)        100,851

 Net Income (Loss)              7,930                        1,849
 Identifiable Assets           27,553                       95,113

December 31, 1995                                               
-----------------                                               

Net Revenues:                                                   
     Unaffiliated Customers    $9,531                      $92,394
Affiliates                 3,430     $(38,084)          
                               ------     --------         -------
       Total                   12,961      (38,084)         92,394
  Net Income (Loss)              3,273                       (6,610)
 Identifiable Assets           14,710                       85,748

December 31, 1994                                               
-----------------                                               

Net Revenues:                                                   
     Unaffiliated Customers   $15,648                     $102,442
Affiliates                           $(37,962)          
                              -------     --------         -------
     Total                     15,648      (37,962)        102,442
 Net Income (Loss)              9,844                       14,224
 Identifiable Assets           14,294                       85,643

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EXPORT SALES BY DESTINATION                                 

     Export sales of $339, $834, and $768 for the years ended December
   31, 1996, 1995 and 1994, respectively, originated in the United
States.  Export sales of $9,838, $8,794, and $10,609 for the
years ended December 31, 1996, 1995 and 1994, respectively, 
 originated in the United Kingdom.  Additional export sales of
$6,967, $12,694, and $4,815 for the years ended December 31,
   1996, 1995 and 1994, respectively, originated in other European
  countries and $5,181 originated in Barbados for the year ended
  December 31, 1996.  The table below summarizes export sales by
destination.                                                

                        Far East
         Canada       Europe       and Other       Total
     -----------------------------------------------------------------

December 31:                                                
1996                   $ 7,388         $14,937      $22,325 
1995        $561        13,447           8,314       22,322 
1994         347         7,012           8,833       16,192 
     -----------------------------------------------------------------

21.  RECONCILIATION OF CANADIAN AND U.S. GENERALLY ACCEPTED 
     ACCOUNTING PRINCIPLES ("CANADIAN GAAP" AND "U.S. GAAP")

      There were no differences between Canadian GAAP and U.S.
     GAAP during the years ended December 31, 1996, 1995 and
1994.                                             

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International Murex Technologies Corporation                
INDEPENDENT AUDITORS' REPORT                                

To the Board of Directors and Shareholders of               
International Murex Technologies Corporation:               

          We have audited the accompanying consolidated balance sheets
    of International Murex Technologies Corporation and subsidiaries
 as of December 31, 1996 and 1995 and the related consolidated
  statements of operations, changes in shareholders' equity, and
cash flows for each of the three years in the period ended  
December 31, 1996.  These financial statements are the      
   responsibility of the Company's management.  Our responsibility
   is to express an opinion on these financial statements based on
our audits.                                                 

  We conducted our audits in accordance with generally
 accepted auditing standards.  Those standards require that we
   plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material       
misstatement.  An audit includes examining, on a test basis,
    evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
    principles used and significant estimates made by management, as
    well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our
opinion.                                                    

    In our opinion, such consolidated financial statements
    present fairly, in all material respects, the financial position
of International Murex Technologies Corporation and its     
 subsidiaries at December 31, 1996 and 1995 and the results of
     their operations and their cash flows for each of the three years
in the period ended December 31, 1996 in conformity with    
generally accepted accounting principles.                   

/s/ Deloitte & Touche LLP                                   

DELOITTE & TOUCHE LLP                                       
Atlanta, Georgia                                            
February 21, 1997                                           

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  
ACCOUNTING AND FINANCIAL DISCLOSURE     

None.                                   

      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The required information is hereby incorporated by reference
     to the sections entitled "Election of Directors" and "Shares Held
    by Nominees for Election of Directors" in IMTC's Proxy Statement
  for the 1997 Annual Meeting of Shareholders to be held May 13,
     1997.  IMTC will file with the Securities and Exchange Commission
     pursuant to Regulation 14A a definitive Proxy Statement involving
    the election of directors not later than 120 days after December
31, 1996.                                                   

ITEM 11.  EXECUTIVE COMPENSATION                            

          The required information is hereby incorporated by reference
   to the section entitled "Compensation of Executive Officers" in
IMTC's Proxy Statement for the 1997 Annual Meeting of       
Shareholders.                                               

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT                              

          The required information is hereby incorporated by reference
to the sections entitled "Voting Shares," "Shares Held by   
  Nominees for Election of Directors," and "Beneficial Owners of
   More Than 5% of Voting Stock" in IMTC's Proxy Statement for the
1997 Annual Meeting of Shareholders.                        

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    

          The required information is hereby incorporated by reference
   to the section entitled "Interest of Certain Persons in Matters
   to be Acted Upon" in IMTC's Proxy Statement for the 1997 Annual
Meeting of Shareholders.                                    

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     PART IV

     ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

(a)  Documents Filed as Part of This Report:      

(1)  Financial Statements               

             Included in Part II, Item 8 of this Report:

                Consolidated Balance Sheets as of December 31,
1996 and 1995.                

                   Consolidated Statements of Operations for each of
                  the three years in the period ended December 31,
1996.                         

       Consolidated Statements of Changes in
                  Shareholders' Equity for each of the three years
        in the period ended December 31, 1996.

                   Consolidated Statements of Cash Flows for each of
                  the three years in the period ended December 31,
1996.                         

             Notes to Consolidated Financial Statements.

Independent Auditors' Report  

(2)  Financial Statement Schedule:      

     Included in Part IV of this Report:

                                                       Schedule   Page
                                                       --------   ----
   Independent Auditors' Consent and
                   Report on Schedule                     --      42

                   Valuation and Qualifying Accounts      II      43

                    All financial statement schedules other than those
                    listed above have been omitted as exhibits because
           they are not applicable or required under
Regulation S-X.               

                Items 10 through 13 of this Report incorporate
             only the indicated portions of IMTC's Proxy
          Statement for the 1997 Annual Meeting of
               Shareholders.  No other portion of such Proxy
              Statement shall be deemed to be incorporated
                  herein or filed with the Securities and Exchange
Commission.                   

(b)  Reports on Form 8-K                          

          Current Report on Form 8-K dated February 22, 1996
               announcing the voluntary liquidation of a subsidiary of
IMTC.                                   

(c)  Exhibits.                                    

             The following exhibits are filed with or incorporated
               by reference in this Report.  If such filing is made by
        incorporation by reference to a previously filed
              report, such report is identified in parentheses.  See
              the Index of Exhibits included with the exhibits filed
as part of this Report.                 

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Exhibit                                                     
Number    Document                                          
------    --------                                          

 3.1       Memorandum of Association of IMTC dated October 31,
            1983, as amended on June 16, 1986, December 5, 1988,
             February 20, 1989, December 11, 1990 and December 11,
              1990 (Exhibit 3.1 to Registration Statement on Form S-
              1, No. 33-35422 ("Registration Statement") and Exhibit
             3.3 to Post-Effective Amendment No. 3 to Registration
Statement)                              

     3.2       Articles of Association of IMTC dated October 31, 1983,
    as amended November 29, 1985 (Exhibit 3.2 to
Registration Statement)                 

     3.3       Amendments to Memorandum of Association (Exhibit 3.3 to
       the Company's Post-Effective Amendment No. 3 to
               Registration Statements and Schedule A to the Company's
Proxy Statement dated June 7, 1994)     

     3.4       Amendments to Articles of Association of IMTC passed by
             Special Resolution on June 7, 1994 as filed on May 2,
            1995  (Exhibit 3.4 to the Company's Annual Report on
             Form 10K for the fiscal year ended December 31, 1995)

  4.1       IMTC Stock Option Plan (Exhibit 4.2 to the Company's
            Annual Report on Form 10-K for the fiscal year ended
December 31, 1991)                      

4.2       IMTC Employee Equity Incentive Plan, as amended   
               (Schedule A to the Company's Proxy Statement dated June
7, 1994)                                

   4.3       IMTC Employee Stock Purchase Plan, (Schedule B to the
     Company's Proxy Statement dated May 14, 1993)

    4.3.1     IMTC Amended and Restated Employee Stock Purchase Plan
          (Schedule A to the Company's Proxy Statement dated
April 3, 1997)                          

    4.4       Warrant Indenture dated July 15, 1993 between IMTC and
             Montreal Trust of Canada. (Exhibit 4 to the Company's
       Current Report on Form 8-K dated July 27, 1993)

  4.5       Shareholder Protection Rights Agreement between IMTC
               and The Bank of New York, as Rights Agent, dated August
             31, 1996 (Exhibit 4.1 to the Company's Current Report
on Form 8-K dated August 31, 1995)      

   10.1      Pooling Agreement dated December 16, 1985 among IMTC,
              Central Guaranty Trust Company and Axon Limited, Murex
           Medical Research Limited, Semiotic Research Limited
               Partnership and Coral Sociedade Brasileira de Pesquisas
        e Desenvolvimento  (Exhibit 10.9 to Registration
Statement)                              

10.2      Escrow Agreement among Edward J. DeBartolo, Jr.,  
         Central Guaranty Trust Company and Murex Clinical
          Technologies Corporation (Exhibit 10.33 to Current
  Report on Form 8-K dated October 26, 1990)

10.3      Employment Agreement dated as of January 1, 1992  
             between IMTC and F. Michael P. Warren  (Exhibit 10.10
           to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1995 (the "1995 Form 10-
K"))                                    

10.3.1    Employment Agreement dated as of January 1, 1992  
              between MDC (formerly International Murex Technologies
               Limited which was formerly Sishui Funds Limited) and F.
            Michael P. Warren  (Exhibit 10.10.1 to the 1995 Form
10-K)                                   

10.3.2    Employment Agreement dated as of January 1, 1992  
            between MDL and F. Michael P. Warren (as assigned to
            MBL effective January 31, 1996)  (Exhibit 10.10.2 to
the 1995 Form 10-K)                     

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10.4      Employment Agreement dated as of January 1, 1995  
              between IMTC and C. Robert Cusick  (Exhibit 10.11.1 to
the 1995 Form 10-K)                     

10.5      Employment Agreement dated as of January 1, 1995  
            between IMTC and J. David Tholen (Exhibit 10.13.1 to
the 1995 Form 10-K)                     

10.5.1*   Separation Agreement dated as of January 20, 1997 
between IMTC and J. David Tholen        

10.6      Redemption Agreement dated December 30, 1994 among
            NuBio Technologies Corporation, IMTC, IMTC Holdings,
          Inc. Dominion Biologicals Limited, Blaine MacNeil,
             Patrick Waddy and Samuel A. Brushett (Exhibit 10.18.1
to the 1995 Form 10-K)                  

  10.7      License Agreement dated May 3, 1994 between IMTC and
          Abbott Laboratories (Exhibit 10.1 to the Company's
         Quarterly Report on Form 10-Q dated May 13, 1994)

 10.8      Stock Purchase Agreement dated May 31, 1994 between
             Digene Diagnostics, Inc. ("Digene") and International
               Murex Technologies Limited ("IMTL") for the purchase of
              1994 Series Preferred Stock (Exhibit 10.20 to the 1995
Form 10-K)                              

    10.8.1    Escrow Agreement dated May 31, 1994 among IMTL, Digene
               and Reid & Priest LLP (Exhibit 10.20.1 to the 1995 Form
10-K)                                   

   10.8.2    Shareholders Agreement dated May 31, 1994 among IMTL,
               Armonk Partners and Digene (Exhibit 10.20.2 to the 1995
Form 10-K )                             

   10.9      Employment Agreement dated as of July 1, 1995 between
             IMTC and Steven C. Ramsey  (Exhibit 10.19 to the 1995
Form 10-K)                              

     10.10     Distribution, Development and License Agreement between
             MDC and Innogenetics dated January 31, 1996  (Exhibit
10.20 to the 1995 Form 10-K)            

10.11     Agreement among Chiron Corporation, Johnson &     
   Johnson/Ortho Diagnostics Systems, Inc. and
          International Murex Technologies Corporation dated
             August 27, 1996, without exhibits  (Exhibit 10 to the
              Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1996)               

   10.12*    Letter Agreement dated January 12, 1996 between Guido
              Guidetti and MDL (as assigned to MBL effective January
31, 1996)                               

10.13*    Letter Agreement dated January 12, 1996 between P.
               Silveston and MDL (as assigned to MBL effective January
31, 1996)                               

    10.14*    Credit Agreement (without schedules or exhibits) dated
             as of November 12, 1996 among IMTC, Murex Diagnostics
         International, Inc. ("MDII"), IMTC Holdings, Inc.
        ("Holdings US"), MDC, IMTC Holdings (UK) Limited
               ("Holdings UK"), MDI and MBL, as the borrowers; Bank of
               America Illinois and Bank of America National Trust and
              Savings Association, as issuing banks ("BOA"); Bank of
          America, F.S.B., as agent and lender ("BAFSB"), et
               al.,as the lenders, in the original principal amount of
$15,000,000                             

 10.15*    Promissory Note dated November 12, 1996 executed by
             IMTC, MDII, Holdings US, MDC, Holdings UK, MDI an MBL
               to the order of  BAFSB in the original principal amount
of $8,000,000                           

  10.16*    Offshore Currency Promissory Note dated November 12,
            1996 executed by Holdings UK and MBL to the order of
BOA                                     

10.17*    Security Agreement (without schedules) executed by
   Holdings US, MDI and IMTC in favor of BASFB

    10.18*    Deed of Charge executed by Holdings UK in favor of BOA

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10.19*    Deed of Charge executed by MBL in favor of BOA    

  10.20*    Debenture executed by MDII and MDC in favor of BASFB

    11*       Statement re: computation of earnings per common share

21*       Subsidiaries                                      

24*       Powers of Attorney                                

*  Filed with this Report                                   

   (b)  Exhibits required by Item 601 of Regulation S-K.

See Item 14(a)(3) above.                

(c)  Financial Statement Schedule.                

See Item 14(a)(2) above.                

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      SIGNATURES
     -----------

        Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,  
thereunto duly authorized:                                  

              INTERNATIONAL MUREX TECHNOLOGIES
CORPORATION       

       By:  /s/ C. Robert Cusick
                              ----------------------------------------
                          C. Robert Cusick, Vice Chairman, Chief
                             Executive Officer, President and Director

DATE:      March 20, 1997                                   
------------------------                      

         Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following 
persons on behalf of the Registrant and in the capacities   
indicated on     March 20,     1997.                        
----------------                  

Signature                          Title
---------                          -----

                                      Vice Chairman, CEO/President
/s/ C. Robert Cusick               and Director             
------------------------------                              
C. Robert Cusick                                            

         /s/ F. Michael P. Warren, Q.C.     Chairman of the Board of Directors
------------------------------                              
F. Michael P. Warren, Q.C.                                  

/s/ J. Trevor Eyton, O.C.          Director                 
------------------------------                              
J. Trevor Eyton, O.C.                                       

*Thomas L. Gavan, M.D.             Director                 
------------------------------                              
Thomas L. Gavan, M.D.                                       

/s/ Norbert J. Gilmore, M.D.        Director                
------------------------------                              
Norbert J. Gilmore, M.D.                                    

* Hartland M. MacDougall, O.C.      Director                
------------------------------                              
Hartland M. MacDougall, O.C.                                

*Jay A. Lefton, Esq.               Director                 
------------------------------                              
Jay A. Lefton, Esq.                                         

/s/ Stanley E. Read, M.D.          Director                 
------------------------------                              
Stanley E. Read, M.D.                                       

*Victor A. Rice                    Director                 
------------------------------                              
Victor A. Rice                                              

                                         Vice President, Chief Financial
                                Officer and Authorized
          /s/ Steven C. Ramsey               Representative in the United States
------------------------------                              
Steven C. Ramsey                                            

*By: /s/ Steven C. Ramsey                                   
--------------------------                          
Steven C. Ramsey, as                              
Attorney-in-Fact                                  

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    INTERNATIONAL MUREX TECHNOLOGIES CORPORATION

   INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

                                                                      Page
                                                                     -----

    --    Independent Auditors' Consent and Report on Schedules.......42

   II.    Valuation and Qualifying Accounts...........................43

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INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE        

Board of Directors and Shareholders                         
International Murex Technologies Corporation:               

          We consent to the incorporation by reference in Registration Statement
        No. 33-40726 of International Murex Technologies Corporation on Form
          S-8 of our report dated February 21, 1997 incorporated by reference in
      the Annual Report on Form 10-K of International Murex Technologies
      Corporation for the year ended December 31, 1996, which is part of
this Registration Statement.                                

          Our audits of the consolidated financial statements referred to in our
        aforementioned report also included the financial statement schedule
       of International Murex Technologies Corporation, listed in Item 14.
  This financial statement schedule is the responsibility of the
     Company's management. Our responsibility is to express an opinion
 based on our audits. In our opinion, such financial statement
   schedule, when considered in relation to the basic consolidated
          financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.                 

/s/ Deloitte & Touche LLP                                   

DELOITTE & TOUCHE LLP                                       

Atlanta, Georgia                                            
March 21, 1997                                              

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INTERNATIONAL MUREX TECHNOLOGIES CORPORATION                
Schedule II - Valuation and Qualifying Accounts             
For the years ended December 31, 1996, 1995, and 1994       
(Expressed in U.S. Dollars)                                 
     -----------------------------------------------------------------

                         Additions
                         -----------------------------------------------

                BALANCE AT      CHARGED TO
                               BEGINNING       COSTS AND     TRANSLATION
        DESCRIPTION           OF PERIOD        EXPENSES     ADJUSTMENT
         -----------           ----------     ------------  ------------

Year ended                                                  
December 31, 1996:                                          

Allowance for                                         
         Doubtful Accounts  $3,410,000        $257,000      $282,000

       Inventory Reserve     3,954,000       3,669,000       297,000

Year ended                                                  
December 31, 1995:                                          

Allowances for                                      
          Doubtful Accounts  2,097,000       1,682,000       124,000

       Inventory Reserve     2,581,000       1,424,000       124,000

Year ended                                                  
December 31, 1994:                                          

Allowance for                                         
Doubtful Accounts   1,492,000         681,000     

       Inventory Reserve       786,000       1,687,000       108,000

                          DEDUCTIONS
                            ----------------------------------------------
                                                             BALANCE
                              TRANSLATION                      AT END OF
       DESCRIPTION           ADJUSTMENT      WRITE-OFF        PERIOD
         -----------           ----------     -----------    -----------

Year ended                                                  
December 31, 1996:                                          

Allowance for                                         
         Doubtful Accounts                   $(775,000)   $3,174,000

       Inventory Reserve                    (2,430,000)    5,490,000

Year ended                                                  
December 31, 1995:                                          

Allowances for                                      
          Doubtful Accounts                   (493,000)    3,410,000

       Inventory Reserve                      (175,000)    3,954,000

Year ended                                                  
December 31, 1994:                                          

Allowance for                                         
         Doubtful Accounts    $(18,000)        (58,000)    2,097,000

       Inventory Reserve                                   2,581,000

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           INDEX OF EXHIBITS

   The exhibits listed below are filed with this Report.

Exhibit Number            Document                                    
--------------            --------                                    

10.5.1     Separation Agreement dated as of January 20, 1997      
between IMTC and J. David Tholen            

       10.12      Letter Agreement dated January 12, 1996 between Guido Guidetti
           and MDL (as assigned to MBL effective January 31, 1996)

10.13      Letter Agreement dated January 12, 1996 between        
      P. Silveston and MDL (as assigned to MBL effective
January 31, 1996)                           

10.14      Credit Agreement (without schedules or exhibits)       
   dated as of November 12, 1996 among IMTC, Murex
Diagnostics International, Inc. ("MDII"),   
IMTC Holdings, Inc. ("Holdings US"), MDC,   
   IMTC Holdings (UK) Limited ("Holdings UK"), MDI
       and MBL, as the borrowers; Bank of America Illinois
  and Bank of America National Trust and Savings
Association, as issuing banks ("BOA"); Bank 
      of America, F.S.B., as agent and lender ("BAFSB"),
    et al.,as the lenders, in the original principal
amount of $15,000,000                       

10.15      Promissory Note dated November 12, 1996 executed by    
     IMTC, MDII, Holdings US, MDC, Holdings UK, MDI an
        MBL to the order of  BAFSB in the original principal
amount of $8,000,000                        

10.16      Offshore Currency Promissory Note dated                
November 12, 1996 executed by Holdings UK   
and MBL to the order of BOA                 

10.17      Security Agreement (without schedules) executed        
  by Holdings US, MDI and IMTC in favor of BASFB

10.18      Deed of Charge executed by Holdings UK in              
favor of BOA                                

10.19      Deed of Charge executed by MBL in favor of BOA         

10.20      Debenture executed by MDII and MDC in favor of BASFB   

11         Statement re: computation of earnings per common share 

21         Subsidiaries                                           

24         Powers of Attorney                                     

44

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		1/1/92		37
		5/21/92		10		31
		8/19/92		10		31
		4/14/93		29
		5/11/93		28
		5/14/93		37
		7/15/93		28		37
		7/22/93		30
		7/27/93		37
		1/1/94		20		29
		5/3/94		38
		5/13/94		38
		5/31/94		38
		6/7/94		37
		12/30/94		38
		12/31/94		7		43
		1/1/95		11		38
		1/16/95		28
		5/2/95		37
		5/31/95		11
		6/1/95		11
		7/1/95		38
		7/17/95		28
		8/31/95		37
		12/15/95		24
		12/16/95		24
		12/31/95		7		43
		1/1/96		23
		1/12/96		38		44
		1/31/96		37		44
		2/12/96		28
		2/22/96		36
		3/4/96		28
		7/2/96		4		13
		8/27/96		38
		8/28/96		3		31
		8/31/96		37
		9/30/96		38					10-Q
		11/12/96		13		44
		12/11/96		13		26
For The Period Ended		12/31/96		1		43
		1/20/97		38		44
		2/21/97		34		42
		2/28/97		9
		3/14/97		1		11
		3/20/97		40
		3/21/97		42
Filed On / Filed As Of		3/24/97
		4/3/97		37
		5/13/97		1		35			DEF 14A
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