8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported) June 26, 2007

inVentiv Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdictionof Incorporation)

                                         0-30318                        52-2181734

    (Commission File Number)(IRS Employer Identification No.)

                                Vantage Court North, 200 Cottontail Lane, Somerset, New Jersey   08873

     (Address of Principal Executive Offices)(Zip Code)

(800) 416-0555

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2007, inVentiv Health, Inc. (“inVentiv”) signed a definitive agreement to acquire AWAC.MD, Inc., Innovative Health Strategies, Inc. and iProcert, LLC (collectively “AWAC”). AWAC is a leading provider of proprietary IT-driven cost containment and medical consulting solutions to third party administrators, ERISA self-funded plans, fully insured plans, employer groups, managing general underwriters and insurance carriers. Under the terms of the agreement, inVentiv will acquire AWAC for $75 million in cash and stock, plus earn-out payments for exceeding specified financial targets.

Also on June 26, 2007, inVentiv announced that it has signed a definitive agreement to acquire Chandler Chicco Agency (“CCA”), the world’s largest privately-held healthcare public relations firm. CCA will operate within the inVentiv Communications division, which provides a full suite of integrated healthcare marketing ad communications solutions. Under the terms of the agreement, inVentiv will acquire CCA for $65 million in cash and stock, plus earn-out payments for exceeding specified financial targets.

The above transactions, each of which is subject to receipt of Hart-Scott-Rodino approval and other customary closing conditions, are expected to close in the third quarter.

Item 3.02. Unregistered Sales of Equity Securities.

137,400 shares of inVentiv's common stock will be issued upon the closing under the AWAC agreement and 327,600 shares of inVentiv's common stock will be issued upon the closing under the CCA acquisition agreement. Each acquisition agreement permits a portion of the earnout payments to be satisfied in additional shares of common stock. When issued, the common stock to be issued pursuant to the AWAC and CCA acquisition agreements will be exempt from registration pursuant to either Regulation D or Section 4(2) of the Securities Act of 1933, as amended. In each case, there has been no general solicitation or advertising, the number of recipients of such unregistered shares will be limited and such recipients are accredited and/or sophisticated.

Item 7.01 Regulation FD Disclosure

A copy of the press releases announcing the execution of the AWAC and CCA acquisition agreements are being furnished pursuant to Regulation FD. The information contained in the press releases included herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, such information shall not be deemed to be incorporated by reference into inVentiv’s filings under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release of inVentiv dated June 26, 2007 announcing the AWAC acquisition agreement.
99.2	Press release of inVentiv dated June 26, 2007 announcing the CCA acquisition agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVENTIV HEALTH, INC.

Date : July 2, 2007

 By:  /s/David Bassin

            Name: David Bassin

Title: Chief Financial Officer and Secretary

(Principal Accounting Officer)

EX-99.1

FOR IMMEDIATE RELEASE

inVentiv Health to Acquire AWAC,

Leader in Providing Medical Cost Containment Services to Payors

Acquisition Further Broadens inVentiv’s Business into the Payor Marketplace

with a Differentiated IT-Driven Services Leader

SOMERSET, NEW JERSEY, June 26, 2007 -- inVentiv Health, Inc. (NASDAQ: VTIV) today announced that it has signed a definitive agreement to acquire Innovative Health Strategies, Inc. and the related AWAC.MD business (collectively “AWAC”), a leading provider of proprietary IT-driven cost containment and medical consulting solutions to third party administrators (“TPAs”), ERISA self-funded plans, fully insured plans, employer groups, managing general underwriters (“MGUs”) and insurance carriers.

Founded in 1994 by a group of leading physicians, AWAC provides unique data integration and access and analysis capabilities including real-time claims evaluation and intervention, disease management, demand management, risk assessment, wellness programs and pre-certification. AWAC®, the Company’s core proprietary software platform, utilizes over 60,000 unique algorithms applied to client provider claims, pharmacy data, pre-certification and related data to uncover opportunities for cost reductions, improvement in quality of care and management of chronic disease conditions, both prospectively and retrospectively. Fiscal Therapy® integrates patient-specific clinical and claims data, including medical charts, progress notes and industry standard clinical practices to facilitate and support review of target cases selected by AWAC physicians and nurses.

Under the terms of the agreement, inVentiv will acquire AWAC for $75 million in cash and stock, plus earn-out payments for exceeding specified financial targets. The transaction, which is subject to receipt of Hart-Scott-Rodino approval and other customary closing conditions, is expected to close in the third quarter. The acquisition is expected to be immediately accretive to inVentiv’s earnings.

“We have been assessing broader healthcare opportunities for some time as a number of our current offerings have applicability beyond our traditional pharmaceutical customers, and believe there is a significant market opportunity in better managing medical costs and outcomes,” said Eran Broshy, Chairman and Chief Executive Officer of inVentiv Health. “The AWAC team has built a unique IT-driven platform combined with targeted physician-led interventions which has been remarkably effective in tackling these issues. We’re very excited that the addition of AWAC more broadly positions inVentiv Health to help address medical outcomes across the health care industry and adds a significant new growth platform to our business.”

“We have focused over the past 13 years on building a best-in-class platform that can tackle head-on the issues of medical costs and quality outcomes from a physician perspective,” said Rick Richards, MD, founder and Chief Executive Officer of AWAC. “Now is the right time to take our business to another level, and we believe inVentiv will be an ideal partner in doing so. inVentiv has demonstrated a stellar track record of building businesses, and we expect their unrivaled sales and marketing expertise and complementary patient-focused capabilities will help us broaden our business and fully commercialize our offerings.”

Upon the close of the transaction, AWAC will become a wholly-owned subsidiary of inVentiv Health. The AWAC® brand will remain and Dr. Richards will continue as President and CEO of AWAC, with its physicians and leadership team intact, and reporting into Blane Walter, President of inVentiv Health.

Conference Call Details

inVentiv will host a conference call today, June 26, 2007, at 5:30pm EDT to discuss its acquisition of AWAC. Call In Number: 800-358-8448 (Domestic) or 706-634-1367 (International) Live and Archived Webcast: www.inventivhealth.com

A replay of the call will be available immediately following the call through July 3, 2007 at 800-642-1687. The conference ID number for the replay is 4413978.

About AWAC

Founded in 1994 by a group of leading physicians, AWAC provides unique data integration and access and analysis capabilities including real-time claims evaluation and intervention, disease management, demand management, risk assessment, wellness programs and pre-certification. AWAC’s team of staff physicians and nurses and a network of over 100 independent specialty physicians utilize the AWAC® and Fiscal Therapy® platform to negotiate costs savings for clients and improve the quality of care for patients. AWAC clients include TPAs, ERISA self-funded plans, fully insured plans, employer groups, MGUs and insurance carriers. AWAC is headquartered in Martinez, Georgia.

About inVentiv Health

inVentiv Health (NASDAQ: VTIV) is the leading provider of commercialization and complementary services to the global pharmaceutical, life sciences and biotechnology industries. inVentiv delivers its customized clinical, sales, marketing and communications solutions through its three core business segments: inVentiv Clinical, inVentiv Communications and inVentiv Commercial. inVentiv Health currently works with over 200 unique pharmaceutical, biotech and life sciences clients, including all top 20 global pharmaceutical companies. For more information, visit www.inventivhealth.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause inVentiv Health's performance to differ materially. Such risks include, without limitation: changes in trends in the pharmaceutical industry or in pharmaceutical outsourcing; our ability to compete successfully with other services in the market; our ability to maintain large client contracts or to enter into new contracts; uncertainties related to future incentive payments; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by inVentiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.

EX-99.2

FOR IMMEDIATE RELEASE

inVentiv Health to Acquire Chandler Chicco Agency,

Largest Independently-Owned Global Healthcare PR Firm

SOMERSET, NEW JERSEY, June 26, 2007 -- inVentiv Health, Inc. (NASDAQ: VTIV) announced today that it has signed a definitive agreement to acquire Chandler Chicco Agency (CCA), the world's largest privately-held healthcare public relations firm. CCA will operate within the inVentiv Communications division, which provides a full suite of integrated healthcare marketing and communications solutions.

Under the terms of the agreement, inVentiv will acquire CCA for $65 million in cash and stock, plus earn-out payments for exceeding specified financial targets. The transaction, which is subject to receipt of Hart-Scott-Rodino approval and other customary closing conditions, is expected to close in the third quarter. The acquisition is expected to be immediately accretive to inVentiv’s earnings.

Chandler Chicco Agency is a full-service, global healthcare public relations firm. Founded in 1995 by healthcare public relations veterans Robert Chandler and Gianfranco Chicco, CCA provides clients with insight-driven communications strategies that – through innovative and powerful programs – build, enhance or protect brand value and further public affairs agendas. The company's client roster includes many of the world's top pharmaceutical companies including Allergan, GlaxoSmithKline, and Novartis. For CCA, 2007 has been a banner year winning multiple awards – two awards from PR Week, Midsize Agency of the Year and Agency of the Year, and two awards from the Holmes Report, Specialty Agency of the Year and Healthcare Agency of the Year.

"In today's competitive marketplace, our pharmaceutical clients are increasingly turning to public relations to build awareness, credibility and loyalty for their products," said Eran Broshy, Chairman and CEO of inVentiv Health. "Chandler Chicco Agency has established an unmatched reputation in the healthcare PR industry that is distinguished by solid long-term client relationships and an impressive history of growth. Adding CCA to our portfolio of services will significantly expand our PR offering, while also broadening our global capabilities."

CCA principal and co-founder Robert Chandler said, "Our successes over the past 12 years have been unprecedented and the next 12 will be, too, because we’re putting into place a smart global growth strategy that will lead us to even greater achievement.”

“This partnership allows us to scale up globally at warp speed and with greater authority, while maintaining our culture of success,” added Gianfranco Chicco, co-founder and CCA principal. “It is an ideal partnership.”

Upon the close of the transaction, CCA will become a wholly-owned subsidiary of inVentiv Health and operate within the inVentiv Communications division. The CCA brand and all the other brands that are part of the Chandler Chicco Companies, including Biosector2, BrandTectonics, CCA Advertising, Determinus, Litmus and ‘nition will remain, and Robert Chandler and Gianfranco Chicco will continue to lead the business, reporting into William O’Donnell, President and COO of inVentiv Communications.

AdMedia Partners acted as financial advisor to Chandler Chicco Agency in connection with this transaction.

Conference Call Details

inVentiv will host a conference call today, June 26, 2007, at 5:30pm EDT to discuss its acquisition of Chandler Chicco Agency. Call In Number: 800-358-8448 (Domestic) or 706-634-1367 (International) Live and Archived Webcast: www.inventivhealth.com

A replay of the call will be available immediately following the call through July 3, 2007 at 800-642-1687. The conference ID number for the replay is 4413978.

About Chandler Chicco Agency

Chandler Chicco Agency is the world's largest independent healthcare specialist public relations agency with offices in New York, London, Washington D.C., Los Angeles and Paris. CCA offers strategic public relations and communications counsel to clients that include hospitals, NGOs, healthcare associations, coalitions and most of the world's largest pharmaceutical companies. CCA is the flagship company for Chandler Chicco Companies; other brands under the Chandler Chicco Companies umbrella include Biosector2, BrandTectonics, CCA Advertising, Determinus, Litmus and ‘nition. For more information, visit www.ccapr.com.

About inVentiv Health

inVentiv Health, Inc. (NASDAQ: VTIV) is the leading provider of commercialization and complementary services to the global pharmaceutical, life sciences and biotechnology industries. inVentiv delivers its customized clinical, sales, marketing and communications solutions through its three core business segments: inVentiv Clinical, inVentiv Communications and inVentiv Commercial. inVentiv Health currently works with over 200 unique pharmaceutical, biotech and life sciences clients, including all top 20 global pharmaceutical companies. For more information, visit www.inventivhealth.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks that may cause inVentiv Health's performance to differ materially. Such risks include, without limitation: changes in trends in the pharmaceutical industry or in pharmaceutical outsourcing; our ability to compete successfully with other services in the market; our ability to maintain large client contracts or to enter into new contracts; uncertainties related to future incentive payments; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by inVentiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.