EX-10.12 13 d483912dex1012.htm ASSIGNMENT AND ASSUMPTION AGREEMENT, DATED DECEMBER 10, 2009 Assignment and Assumption Agreement, dated December 10, 2009

Exhibit 10.12

Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) by and between Quintiles Transnational Corp., a North Carolina corporation (“Assignor”), and Quintiles Transnational Holdings Inc., a North Carolina corporation (“Assignee”), made and dated as of December 10, 2009.

WHEREAS, Assignor and Assignee entered into an Agreement and Plan of Share Exchange, dated as of December 3, 2009 (the “Agreement and Plan of Share Exchange”), pursuant to which each outstanding share of Assignor common stock will be exchanged for one share of common stock of Assignee (the “Share Exchange”), and Assignee will become a holding company with Assignor as its wholly-owned subsidiary;

WHEREAS, in connection with the Share Exchange, Assignee will assume the Assignor’s rights and obligations under the terms of certain outstanding agreements between Assignor and its shareholders that govern the rights and obligations of such parties with respect to the shares of Assignor’s common stock subject to the Share Exchange (the “Stock Agreements”). Thus, any rights (and obligations) the Assignor’s shareholders have under the Stock Agreements will continue after the effective time of the Share Exchange and will apply to the Assignee shares;

WHEREAS, in connection with the Share Exchange, Assignee will assume the Assignor’s rights and obligations under the terms of certain outstanding agreements between Assignor and certain of its directors that govern the rights and obligations of such parties (the “Independent Director Indemnification Agreements”). As a result, Asignee will perform under each of the Independent Director Indemnification Agreements in the same manner and to the same extent the Assignor would be required to perform if no Share Exchange had taken place;

WHEREAS, in connection with the Share Exchange, Assignor and Assignee have determined that it is in the best interests of the parties that Assignor assign and Assignee acquire all of Assignor’s right, title, and interest in and to each of the Stock Agreements set forth on Schedule A attached hereto (the “Assigned Stock Agreements”); and

WHEREAS, in connection with the Share Exchange, Assignee is required by the terms of the Independent Director Indemnification Agreements to assume each of the Independent Director Indemnification Agreements, and Asignor and Assignee have determined that it is in the best interest of the parties that Assignor assign and that Assignee acquire all of Assignor’s right, title, and interest in and to each of the Independent Director Indemnification Agreements set forth on Schedule B attached hereto (the “Assigned Independent Director Indemnification Agreements” and collectively with the Assigned Stock Agreements, the “Assigned Agreements”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, convey, assign, transfer and deliver unto Assignee (collectively, the “Assignment”) all of Assignor’s right, title, and interest in and to, and all of Assignor’s obligations and liabilities in connection with, each of

the Assigned Agreements, to be held and enjoyed by Assignee for its own use and benefit and for the use and benefit of its successors and assigns.

Assignee hereby accepts the Assignment and assumes and agrees to be responsible for and to observe and perform all of the obligations, terms, provisions, agreements and covenants, and to pay and discharge all of the liabilities and obligations of Assignor to be observed, performed, paid, or discharged in connection with the Assigned Agreements.

This Assignment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. The exchange of copies of this Assignment Agreement and of executed signature pages by facsimile transmission or by email transmission in portable document format (.pdf), or similar format, shall constitute effective execution and delivery of this Assignment Agreement. Signatures of the parties transmitted by facsimile, or by email in portable document or similar format, shall be deemed to be their original signatures for all purposes. This Assignment Agreement may not be amended or modified (other than to change Schedule A to to capture the appropriate agreements with Assignor’s shareholders in effect immediately prior to the Share Exchange) without the prior written agreement of both parties hereto. Notwithstanding anything contained herein to the contrary, this Assignment Agreement shall become effective at the effective time of the Share Exchange (as contemplated by the Agreement and Plan of Share Exchange). In the event the Share Exchange is abandoned or the Agreement and Plan of Share Exchange terminated, this Assignment Agreement shall immediately be terminated without out future action by the parties hereto and the Assignment contemplated hereby shall be null and void.

[signature page follows]

[Signature page to Assignment and Assumption Agreement]

IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment Agreement to be duly executed as of the date first above written.

 

QUINTILES TRANSNATIONAL CORP.
By:  

/s/ John Goodacre

Name:   John Goodacre
Title:   Corporate Secretary

 

QUINTILES TRANSNATIONAL HOLDINGS INC.
By:  

/s/ Beverly L. Rubin

Name:   Beverly L. Rubin
Title:   Secretary

Schedule A

Assigned Stock Agreements

The table set forth below identifies the Assigned Stock Agreements (identified by shareholder of Assignor (or “Quintiles”) and outstanding stock certificate number). Many agreements, such as the Shareholders Agreement dated 1/22/08 and the Amended and Restated Registration Rights Agreement dated 1/22/08, have more than one shareholder party. In addition, various shareholders hold shares under multiple stock certificates that are subject to the same agreement. Thus, the table below includes multiple references to the same agreement.

In addition to the agreements specifically identified below, the Assigned Stock Agreements include:

 

  •  

certain joinder letters or other transfer agreements executed by certain shareholders in connection with their initial acquisition of the shares through “permitted” transfer(s) from existing shareholder(s);

 

  •  

acceptance letters or subscription agreements entered into by shareholders who acquired restricted shares under Quintiles’ stock incentive plans (whether by direct issuance or exercise of stock options);

 

  •  

promissory notes or other documents governing any outstanding loans made by Quintiles (or its predecessor(s)) to certain employees in connection with the purchase of shares by such employees.

This table does not specifically reference the assumption by Assignor of Quintiles’ outstanding stock incentive plans which is addressed under separate board or committee action.

This table is based on the books and records of Assignor as of December 3, 2009 and may be amended or modified to capture the appropriate agreements with Assignor’s shareholders in effect immediately prior to the Share Exchange without further action by the Assignor or Assignee.

 

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

3i U.S. Growth Partners L.P.

    361      3,018,835.2259      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 12/20/07 (Affiliate as party)

 

Subscription Agreement dated 12/20/07

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

3i U.S. Growth Partners L.P.

    364      5,144,430.0799      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 12/20/07 (Affiliate as party)

 

Stock Purchase Agreement dated 12/20/07

3i US Growth Healthcare Fund 2008 L.P.

    360      3,451,715.7741      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08

 

Transfer Restriction Letter dated 12/20/07

 

Subscription Agreement dated 12/20/07

3i US Growth Healthcare Fund 2008 L.P.

    363      5,882,106.5498      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08

 

Transfer Restriction Letter dated 12/20/07

 

Subscription Agreement dated 12/20/07

Aisling Capital II, L.P.

    356      1,836,734.6939      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

         Stock Purchase Agreement dated 12/20/07

Bain Capital Integral Investors 2008, L.P.

    346      26,412,990.0500      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Stock Purchase Agreement dated 12/20/07

BCIP Associates – G

    348      3,702.2400      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Stock Purchase Agreement dated 12/20/07

BCIP TCV, LLC

    347      64,967.7100      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Stock Purchase Agreement dated 12/20/07

Brown, Ernest Gerald

    84      44,790.8301       Letter Agreement dated 03/01/04

Casey, Paul

    62      13,023.0049       Rollover Agreement dated 9/19/03

Corken, Gillian

    399      290,856.7473       Rollover Agreement dated 09/22/03

DeCherney, G. Stephen

    537      80,000.0000       Agreement & General Release dated 3/2008

Douglass Family Limited Partnership

    376      161,888.6751       Rollover Agreement dated 9/16/03

Douglass, Chester W.

    519      232,778.0705       Rollover Agreement dated 9/16/03

Douglass, Jenny and Andrew Henry Basnight, jointly

    227      18,600.0000       Rollover Agreement dated 9/16/03

Douglass, Joy A.

    79      5,947.4979       Rollover Agreement dated 9/16/03

Douglass, Joy A.

    506      40,000.0000       Rollover Agreement dated 9/16/03

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

Douglass, Joy A.

    518      54,000.0000       Rollover Agreement dated 9/16/03

Douglass, R. Anthony

    378      16,000.0000       Rollover Agreement dated 9/16/03

GF Investment Associates LP

    16      2,930,485.0000      

Shareholders Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/09

 

Amended and Restated Registration Rights Agreement dated 1/22/08

GFEF Limited Partnership

    14      42,227.2354      

Shareholders Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

 

Amended and Restated Registration Rights Agreement dated 1/22/08

Gillings Family Foundation, The

    12      163,556.1936      

Shareholders Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

 

Amended and Restated Registration Rights Agreement dated 1/22/08

Gillings Family Limited Partnership

    13      713,699.7539      

Shareholders Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

 

Amended and Restated Registration Rights Agreement dated 1/22/08

Gillings, Dennis B., CBE

    329      21,076.0000      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Restricted Stock Purchase Agreement dated 9/25/03

Gillings, Dennis B., CBE

    333      994,861.9910      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

Gillings, Dennis B., CBE

    343      80,000.0000      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Restricted Stock Purchase Agreement dated 9/25/03

Gillings, Dennis B., CBE

    345      1,436,806.6461      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Stock Purchase Agreement dated 12/20/07

Gillings, Dennis B., Ph.D.

    3      13,082,084.8318      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

Gillings, Dennis B., Ph.D.

    4      5,720,665.2743      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Restricted Stock Purchase Agreement dated 9/25/03

Gillings, Dennis B., Ph.D.

    5      5,138.0090      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

Gillings, Dennis B., Ph.D.

    177      480,352.6456      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

Gillings, Joan H.

    9      767,459.1879      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

Gillings, Joan H.

    178      3,568.4988      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

Greeff, Oppel, Family Trust, The

    233      362,709.4510       Rollover Agreement dated 9/25/03

Gross, Susan Gillings

    528      39,678.7326      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Rollover Agreement dated 8/28/03

Huemmer, John Matthew & Melissa K. Huemmer JTWROS

    368      38,570.4814       Rollover Agreement dated 9/16/03

Huemmer, Melissa K.

    340      12,427.1619       Rollover Agreement dated 9/16/03

Huemmer, Melissa K.

    369      11,593.8478       Rollover Agreement dated 9/16/03

Huemmer, Melissa K., CUST Jacob N. Huemmer UNIF TRAN MIN ACT NC

    69      11,568.4988       Rollover Agreement dated 9/16/03

Huemmer, Melissa K., CUST Joshua D. Huemmer UNIF TRAN MIN ACT NC

    68      12,757.9984       Rollover Agreement dated 9/16/03

Huemmer, Melissa K., CUST Justin Grove Huemmer UNIF TRAN MIN ACT NC

    70      10,280.5136       Rollover Agreement dated 9/16/03

Koch, Carolyn J. Koch

    532      43,322.0000       Rollover Agreement dated 9/16/03

Koch, Gary Grove

    531      18,322.0000       Rollover Agreement dated 9/16/03

Koch, Gary Grove, TTEE U/A DTD 11/24/99 Gary Grove Koch Trust

    372      54,000.0000       Rollover Agreement dated 9/16/03

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

Koch, Jason G.

    342      12,427.1618       Rollover Agreement dated 9/16/03

Koch, Jason G.

    533      53,554.8454       Rollover Agreement dated 9/16/03

Koch, Jason G., as custodian for Griffin Grove Koch under Nevada’s Uniform Act on Transfers to Minors

    336      1,467.0000       Rollover Agreement dated 9/16/03

Koch, Jason G., as custodian for Griffin Grove Koch under Nevada’s Uniform Act on Transfers to Minors

    501      1,956.0000       Rollover Agreement dated 9/16/03

Koch, Jason G., as custodian for Griffin Grove Koch under Nevada’s Uniform Act on Transfers to Minors

    530      1,678.0000       Rollover Agreement dated 9/16/03

Koch, Jason G., as custodian for Hadley Quinn Koch under Nevada’s Uniform Act on Transfers to Minors

    523      1,956.0000       Rollover Agreement dated 9/16/03

Koch, Jason G., as custodian for Hadley Quinn Koch under Nevada’s Uniform Act on Transfers to Minors

    529      1,678.0000       Rollover Agreement dated 9/16/03

Koch, Jennifer

    341      12,427.1619       Rollover Agreement dated 9/16/03

Koch, Jennifer

    373      69,959.8453       Rollover Agreement dated 9/16/03

Koch, Nicole

    534      3,044.0000       Rollover Agreement dated 9/16/03

Koch, Tad H.

    73      6,542.2477       Rollover Agreement dated 9/16/03

Perseus-Soros BioPharmaceutical Fund, LP

    357      413,202.3064      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Subscription Agreement dated 9/17/03

Roberts, Cynthia M.

    344      200,012.0000      

Shareholders Agreement dated 1/22/08

 

transferred under Restricted Stock Purchase Agreement dated 9/25/03

Russell, John S.

    511      45,000.0000       Agreement & General Release dated 12/31/07

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

Russell, Sallie Shuping

    512      45,000.0000       Agreement & General Release dated 12/31/07

Selisker, Rachel

    238      42,376.2346       Rollover Agreement dated 9/22/03

Smith Barney IRA FBO Gary G. Koch

    375      140,000.0000       Rollover Agreement dated 9/16/03

Stephenson, Dimitrie Hugo

    480      70,310.5816       Rollover Agreement dated 09/22/03

Temasek Life Sciences Private Limited

    362      11,271,069.0249      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Equity Commitment Letter dated 08/28/03 (Affiliate as party)

 

Subscription Agreement dated 8/28/03

TPG Quintiles Holdco II LLC

    367      400,000.0000      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 1/22/08 (Affiliate as party)

 

Assignment Agreement dated 1/22/08 from Affiliate party to Subscription Agreement dated 12/20/07

TPG Quintiles Holdco II LLC

    513      16,901,294.8415      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 1/22/08 (Affiliate as party)

 

Assignment Agreement dated 1/22/08 from Affiliate that is party to Stock

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

         Purchase Agreement dated 12/20/07

TPG Quintiles Holdco III LLC

    366      816,326.5306      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 1/22/08 (Affiliate as party)

 

Assignment Agreement dated 1/22/08 from Affiliate that is party to Stock Purchase Agreement dated 12/20/07

TPG Quintiles Holdco IV LLC

    514      100,000.0000      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Transfer Restriction Letter dated 1/22/08 (Affiliate as party)

 

Assignment Agreement dated 1/22/08 from Affiliate party to Subscription Agreement dated 12/20/07

     Outstanding Shares       

Shareholder Name

    Cert.
No.		    Number of
Shares		     

Assigned Agreements

TPG Quintiles Holdco LLC

    358      8,264,038.6279      

Shareholders Agreement dated 1/22/08

 

Amended and Restated Registration Rights Agreement dated 1/22/08

 

Management Rights Letter dated 1/22/08 (Affiliate as party)

 

Equity Commitment Letter dated 8/28/03 (Affiliate as party)

 

Subscription Agreement dated 8/28/03

Wilson, Michael

    234      63,686.0016       Rollover Agreement dated 9/19/03

Wilson, Michael

    491      26,525.8409       Subscription Agreement dated 09/18/03

Schedule B

Assigned Independent Director Indemnification Agreements

 

1. Independent Director Indemnification Agreement by and between Quintiles Transnational Corp. and Jack M. Greenberg

 

2. Independent Director Indemnification Agreement by and between Quintiles Transnational Corp. and Leonard Schaeffer