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)   January 18, 2008

inVentiv Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of 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):

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

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

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

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

Item 9.01. Financial Statements and Exhibits

(d) Exhibit.  The following exhibits are filed herewith:

10.4.10                       Form of Executive Restricted Stock Award Notice

10.4.11                       Form of Executive Stock Option Award Notice

10.4.12                       Form of Executive/Chairman Restricted Stock Award Notice

10.4.13                       Form of Executive/Chairman Stock Option Award Notice

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: January 23, 2008	By:	/s/ David Bassin
		Name : David Bassin
		Title : Chief Financial Officer and Secretary

EX-10.4.10

EXHIBIT 10.4.10

[EXECUTIVE RESTRICTED STOCK GRANT NOTICE]

INVENTIV HEALTH, INC.

Notice of Grant of

Shares of Restricted Common Stock

Grantee:  NAME

Number of Shares:  # OF SHARES

Grant Date:  DATE

The Grantee named above has been awarded # OF SHARES restricted shares (the “Restricted Stock”) of the common stock, par value $.001 per share, of inVentiv Health, Inc. (the "Company").  This Notice of Grant outlines certain terms and conditions of the award.  The Restricted Stock is granted under and will be governed by terms of the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the “Plan”).  Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Plan.

1. Rights as Stockholder. Subject to the terms of the award, from and after the Grant Date, the Grantee will have all of the rights of a stockholder with respect to the Restricted Stock, including the right to vote shares of Restricted Stock and, subject to Section 7.3 of the Plan, the right to participate in all dividends and distributions with respect to the Company’s Common Stock; provided, however, that any additional shares of common stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the shares of Restricted Stock included in the award.

2. Restrictions; Delivery.  (a)  Until the Restricted Stock granted hereunder vests in accordance with Section 3 hereof, one or more stock certificates representing the unvested portion of the Restricted Stock will be issued in the Grantee's name, but will be held in custody by the Company or an escrow agent (which may be a brokerage firm) appointed by the Company.  Alternatively, the unvested portion of the Restricted Stock may be reflected in an electronic account.  The Grantee will not be permitted to sell, transfer, assign, give, place in trust or otherwise dispose of or pledge, grant a security interest in or otherwise encumber unvested shares of Restricted Stock, other than by will or the laws of descent and distribution, and any such attempted disposition or encumbrance will be void and unenforceable against the Company, provided that the Grantee may assign or transfer unvested shares of Restricted Stock with the consent of the Committee to (a) the Grantee’s spouse, children or grandchildren (including any adopted and step children or grandchildren), (b) to a trust or partnership for the benefit of one or more of the Grantee or the persons referred to in clause (a), or (c) for charitable donations; provided that the recipient shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Grantee shall remain bound by the terms and conditions of the Plan.  Subject to applicable law, the Grantee may sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber vested shares of Restricted Stock.

(b)  Subject to the provisions of this award, upon the vesting of any shares of Restricted Stock, the Company will deliver to the Grantee a certificate or certificates for the number of shares of Restricted Stock which have so vested.  Alternatively, the Company may elect to deliver vested shares of Restricted Stock electronically, and if it does so, Grantee must establish an account with a brokerage firm selected by the Company as a condition to receiving such shares.

3. Vesting of Restricted Stock.  (a)  The Restricted Stock will vest (and become non-forfeitable) as follows:

[vesting schedule]

(b)            Vesting will occur only if the Grantee is employed by the Company on the vesting date, unless the Committee determines otherwise in its sole and absolute discretion. Upon termination of the Grantee's employment with the Company for any reason whatsoever, with or without cause, whether voluntarily or involuntarily, all shares of Restricted Stock which have not vested as of the date of such termination will be forfeited and returned to the Company, and all rights of the Grantee or the Grantee’s heirs in and to such shares will terminate, unless the Committee determines otherwise in its sole and absolute discretion.  Notwithstanding the foregoing, if the Grantee is party to a written employment agreement with the Company, vesting of the Restricted Stock will be accelerated on the terms and to the extent provided therein if there occurs an event specified in such employment agreement as having the effect of accelerating the vesting of an award of restricted shares of Common Stock (such rights of acceleration being in addition to, and not in lieu of, any provision in the Plan for acceleration of vesting of restricted shares of Common Stock based on the same or similar events that is, by the terms of the Plan, otherwise applicable hereto).

4.  Tax Withholding.  It is a condition to the award of the Restricted Stock to the Grantee that the Grantee make arrangements satisfactory to the Company to satisfy all tax withholding amounts and other required deductions with respect to the Restricted Stock.  The Grantee will be permitted to satisfy these obligations by (i) making a cash payment to the Company or (ii) directing the Company to sell vested shares of Restricted Stock in an amount sufficient to generate net proceeds equal to or exceeding the amount of such obligations.  If the Grantee does not satisfy such obligations as and when the same become due, the Company will have the right to withhold a number of shares of Restricted Stock having a value, determined in the sole discretion of the Company, equal to the amount of the unsatisfied obligations and the Grantee will have no further interest in the withheld shares or any proceeds thereof and will have no right to be compensated therefore.

5. Regulatory Compliance.  The issuance and delivery of any vested shares of Restricted Stock may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws or under any other law or regulation applicable to the issuance or delivery of such shares. The Company will not be obligated to deliver any vested shares of Restricted Stock to the Grantee if the Company believes that such delivery would constitute a violation of any applicable law or regulation.

6. Representations and Warranties.  The Grantee is prohibited from selling vested shares of Restricted Stock other than pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (ii) if a registration statement covering the Restricted Stock is not effective at the time of issuance, a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution, provided that the Company will not require opinions of counsel for transfers of shares of Restricted Stock made pursuant to

Rule 144 if the Company is provided with any certificates or other evidence of compliance with Rule 144 reasonably required by it in connection with such transfer (including a copy of the relevant Form 144).

7. Legends. (a) Each certificate representing any unvested shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTED STOCK AWARD NOTICE, DATED AS OF (DATE), WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND ENCUMBRANCE OF SUCH SHARES. A COPY OF SUCH NOTICE IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY

(b) In addition to the legend set forth in paragraph (a) and above, until registered under the Securities Act, each certificate representing shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER;

8. Miscellaneous.

(a) Construction. This award will be construed by and administered under the supervision of the Committee, and all determinations of the Committee will be final and binding on the Grantee.

(b) Dilution. Nothing in this award will restrict or limit in any way the right of the Board of Directors of the Company to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock and securities issued or sold in connection with investments in the Company, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

(c) Dispute Resolution.  Any controversy or claim arising out of or relating to this award will be submitted to arbitration under the auspices of the American Arbitration Association in accordance with its Commercial Dispute Resolution Procedures and Rules and at its office in Wilmington, Delaware.  The award of the arbitrator will be final and binding upon the parties, and judgment may be entered with respect to such award in any court of competent jurisdiction. The award or decision rendered by the arbitrator will be final, binding and conclusive and judgment may be entered upon such award by any court of competent jurisdiction.

(d)  Forfeiture of Restricted Stock. The Restricted Stock is subject to forfeiture upon a determination by the Committee that the Executive has engaged in any of the conduct described in the first sentence of Section 13.5 of the Plan and that the Restricted Stock should be forfeited as a consequence.

     INVENTIV HEALTH, INC.

By:  ___________________________________ 

Name: 

Title:

EX-10.4.11

EXHIBIT 10.4.11

[EXECUTIVE OPTION GRANT NOTICE]

INVENTIV HEALTH, INC.

Notice of Grant of

Stock Option

Grantee:  NAME

Grant Date:  DATE

You are granted, effective as of the above grant date (the “Option Grant Date”), an option (the “Option”) to purchase # OF SHARES shares of common stock, $0.001 par value (the “Options Shares”), of inVentiv Health, Inc. (the “Corporation”), pursuant to the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the “Plan”).  The Option is subject to the terms and conditions set forth below and in the Plan, which is incorporated into and made a part of this Stock Option Agreement (this “Agreement”).  Capitalized terms used in the Agreement have the same meaning as defined in the Plan.

Shares issuable upon exercise of the Option in accordance with the terms hereof will be delivered electronically, and you are required to establish an account with a brokerage firm selected by the Company as a condition to such exercise.

1.   Exercise Price:  STRIKE PRICE per Option Share.

a.   Number of Option Shares:  # OF SHARES

b.   Type of Option: Nonqualified Stock Option (i.e., an option which is not an incentive stock option under Section 422 of the Code).

c.   Vesting:  The Option will vest as follows:

[vesting schedule]

d.   Vesting will occur only if you are employed by the Company on the vesting date, unless the Committee determines otherwise in its sole and absolute discretion.  Upon termination of your employment with the Company for any reason whatsoever, with or without cause, whether voluntarily or involuntarily, the portion of the Option which has not vested as of the date of such termination will be forfeited and returned to the Company, and rights of you or your heirs in and to such portion of the Option will terminate, unless the Committee determines otherwise in its sole and absolute discretion.  Notwithstanding the foregoing, if you are party to a written employment agreement with the Company, vesting of the Option will be accelerated on the terms and to the extent provided therein if there occurs an event specified in such employment agreement as having the effect of accelerating the vesting of an award of an option to purchase Common Stock (such rights of acceleration being in addition to, and not in lieu of, any provision in the Plan for acceleration of vesting of options to purchase Common Stock based on the same or similar events that is, by the terms of the Plan, otherwise applicable hereto).

e.   Any unexercised portion of the Option shall be cancelled and terminated without payment therefore if the Fair Market Value of one share of Common Stock as of the date of a Change of Control is less than the exercise price per Option Share set forth above.

2.   Registration Under Federal and State Securities Laws: The Option may not be exercised and the Corporation is not required to deliver Option Shares unless such Option Shares have been registered under Federal and applicable state securities laws, or are then exempt from such registration requirements.

3.   Forfeiture of Option: The unexercised portion of the Option is subject to forfeiture upon a determination by the Committee that you have engaged in any of the conduct described in the first sentence of Section 13.5 of the Plan and that the Option should be forfeited as a consequence.

4.   Expiration Date: The vested portion of the Option expires three months after termination of service to the Corporation, except if your service terminates by reason of death or disability, in which case the vested portion of the Option expires one year after termination of service to the Corporation, or if your service terminates for Cause, in which case the vested portion of the Option expires immediately.  Subject to earlier termination as provided in this Agreement and the Plan, the Option expires on the 10th anniversary of the Option Grant Date.  For purposes hereof "Cause" shall have the meaning assigned to such term in the written employment agreement between you and the Company or, if there is no such employment agreement or the term is not defined therein, shall mean (i) gross negligence or willful misconduct in the performance of your as an employee of the Company; (ii) conviction of, or the entry of a plea of guilty or nolo contendere with respect to, any felony involving fraud or moral turpitude; (iii) the occurrence of any act or omission by you involving fraud, dishonesty or embezzlement; or (iv) a material violation of Company policy by you.

5.   Tax Withholding.  It is a condition to the award of the Option that you make arrangements satisfactory to the Corporation to satisfy all tax withholding amounts and other required deductions with respect to the Option and the Option Shares.  You will be permitted to satisfy these obligations by (i) making a cash payment to the Corporation or (ii) directing the Corporation to sell vested Option Shares as to which the Option has been exercised in an amount sufficient to generate net proceeds equal to or exceeding the amount of such obligations.  If you do not satisfy such obligations as and when the same become due, the Corporation will have the right to withhold a number of vested Option Shares as to which the Option has been exercised having a value, determined in the sole discretion of the Corporation, equal to the amount of the unsatisfied obligations and you will have no further interest in the withheld Option Shares or any proceeds thereof and will have no right to be compensated therefore.

6.   Restrictions on Transfer:  You are not permitted to sell, assign, transfer or otherwise encumber any portion of the Option, other than by will or the laws of descent and distribution, and any such attempted disposition or encumbrance shall be void and unenforceable against the Corporation, provided that you may assign or transfer the Option or a portion thereof with the consent of the Committee to (a) your spouse, children or grandchildren (including any adopted and step children or grandchildren), (b) to a trust or partnership for the benefit of one or more of you or the persons referred to in clause (a), or (c) for charitable donations; provided that the recipient shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Corporation evidencing such obligations; and provided further that you shall remain bound by the terms and conditions of the Plan.

7.   Dispute Resolution.  Any controversy or claim arising out of or relating to this award will be submitted to arbitration under the auspices of the American Arbitration Association in accordance with its Commercial Dispute Resolution Procedures and Rules and at its office in Wilmington, Delaware.  The award of the arbitrator will be final and binding upon the parties, and judgment may be entered with respect to such award in any court of competent jurisdiction. The award or decision rendered by the arbitrator will be final, binding and conclusive and judgment may be entered upon such award by any court of competent jurisdiction.

INVENTIV HEALTH, INC.

By:  ___________________________________ 

Name: 

Title:

EX-10.4.12

EXHIBIT 10.4.12

[EXECUTIVE/CHAIRMAN RESTRICTED STOCK GRANT NOTICE]

INVENTIV HEALTH, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, dated as of                                                                                      is made between inVentiv Health, Inc., a Delaware corporation (the "Company"), and (the "Executive").

1. Restricted Stock Award. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Executive, as of the date hereof (the "Grant Date"), an award of  shares of common stock, par value $.001 per share, of the Company (the "Restricted Stock"). The Restricted Shares are granted under the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the "Plan") and shall be governed by terms of the Plan, the terms of which are incorporated by reference into this Restricted Stock Award Agreement.  Subject to the terms of this Agreement, the Executive shall be entitled to exercise and enjoy all rights and entitlements, and will be subject to all obligations and restrictions, of ownership of the Restricted Stock as set forth in the Company's Certificate of Incorporation, as amended, including without limitation the right, subject to Section 7.3 of the Plan, to participate in all dividends and distributions with respect to the Company’s Common Stock.

2. Restrictions. The following restrictions shall apply to each share of Restricted Stock: (i) until such Restricted Stock vests in accordance with Section 3 hereof, either (a) one or more stock certificates representing the Restricted Stock will be issued in the Executive's name, but will be held in custody by the Company or an escrow agent (which may be a brokerage firm) appointed by the Company or (b) the Restricted Stock will be reflected in an electronic account, and the Executive will not sell, assign, transfer or otherwise encumber any such unvested shares of Restricted Stock, other than by will or the laws of descent and distribution, and any such attempted disposition or encumbrance shall be void and unenforceable against the Company, provided that the Executive may assign or transfer unvested shares of Restricted Stock with the consent of the Committee to (I) the Executive’s spouse, children or grandchildren (including any adopted and step children or grandchildren), (II) to a trust or partnership for the benefit of one or more of the Executive or the persons referred to in clause (I), or (III) for charitable donations; provided that the recipient shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Executive shall remain bound by the terms and conditions of the Plan; (ii) the stock certificate or certificates representing the Restricted Stock shall initially bear the legends provided for in Sections 8(a) and 8(b) below; (iii) except as provided in Section 3(b), at such time as the Executive's is no longer providing services to the Company, whether voluntarily or involuntarily, all shares of Restricted Stock which had not vested as of the date of such termination of services will be forfeited and returned to the Company, and all rights of the Executive or the Executive's heirs in and to such shares will terminate, unless the Committee determines otherwise in its sole and absolute discretion.  The Executive shall be deemed no longer to be providing services to the Company only if he is neither an employee nor a member of the Board of Directors of the Company, provided that, without limitation of the preceding sentence, the Committee shall have the discretion to determine that "services" shall continue thereafter if the Executive is providing services as an independent contractor to the Company.  Subject to applicable law, the Executive may sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber vested shares of Restricted Stock.

3. Vesting of Restricted Stock.  (a)  The Restricted Stock will vest as follows:

[vesting schedule]

(b)  All unvested shares of Restricted Stock will immediately become vested upon the occurrence of an event specified in the employment agreement between the Company and the Executive as having the effect of accelerating the vesting of an award of restricted shares of Common Stock of the Company, to the extent and upon the terms and conditions set forth in such agreement.  Such rights of acceleration are in addition to, and not in lieu of, any provision in the Plan for acceleration of vesting of restricted shares of Common Stock based on the same or similar events that is, by the terms of the Plan, otherwise applicable hereto.

4. Effect of Vesting. Subject to the provisions of this Agreement, upon the vesting of any shares of Restricted Stock, the Company will deliver to the Executive a certificate or certificates for the number of shares of Restricted Stock which had so vested, endorsed with the legend provided for in Section 8(b).  Alternatively, the Company may elect to deliver vested shares of Restricted Stock electronically, and if it does so, the Executive agrees to establish an account with a brokerage firm selected by the Company for the purpose of receiving such shares.

5.  Tax Withholding.  It is a condition to the award of the Restricted Stock to the Executive that the Executive make arrangements satisfactory to the Company to satisfy all tax withholding amounts and other required deductions with respect to the Restricted Stock.  The Executive will be permitted to satisfy these obligations by (i) making a cash payment to the Company or (ii) directing the Company to sell vested shares of Restricted Stock in an amount sufficient to generate net proceeds equal to or exceeding the amount of such obligations.  If the Executive does not satisfy such obligations as and when the same become due, the Company will be entitled to withhold a number of shares of Restricted Stock having a value, determined in the sole discretion of the Company, equal to the amount of the unsatisfied obligations and the Executive will have no further interest in the withheld shares or any proceeds thereof and will have no right to be compensated therefor.

6.  Regulatory Compliance. The issuance and delivery of any stock certificates representing vested shares of Restricted Stock may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws or under any other law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to deliver any vested shares of Restricted Stock to the Executive if the Company believes that such delivery would constitute a violation of any applicable law or regulation.

7. Representations and Warranties. The Executive hereby represents and warrants that the Restricted Stock awarded pursuant to this Agreement is being acquired for the Executive's own account, for investment purposes and not with a view to distribution thereof. The Executive acknowledges and agrees that any sale or distribution of shares of Restricted Stock that have become vested may be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. The Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Restricted Stock (whether or not vested) and delivering stop transfer instructions to the Company's stock transfer agent.

8. Legends. (a) Each certificate representing any unvested shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF, WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER AND ENCUMBRANCE OF SUCH SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY"

(b) In addition to the legend set forth in paragraph (a) and above, until registered under the Securities Act, each certificate representing shares of Restricted Stock shall be endorsed with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAYBE SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER"

9. Miscellaneous

(a) Construction. This Agreement will be construed by and administered under the supervision of the Committee, and all determinations of the Committee will be final and binding on the Executive.

(b) Dilution. Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock and securities issued or sold in connection with investments in the Company, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.

(c) Notices. Any notice hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, and addressed to the Company at inVentiv Health, Inc., 200 Cottontail Lane, Vantage Court North, Somerset, New Jersey 08873, Attention: Chief Financial Officer, or to the Executive at 200 Cottontail Lane, Vantage Court North, Somerset, New Jersey 08873, subject to the right of any party hereto to designate at any time hereafter in writing some other address.

(d) Counterparts. This Agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.

(e) Governing Law. This Agreement, which constitutes the entire agreement of the parties with respect to the grant to the Executive of the Restricted Stock, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles thereof regarding conflict of laws.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(g) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Executive.

(h)  Forfeiture of Restricted Stock. The Restricted Stock is subject to forfeiture upon a determination by the Committee that the Executive has engaged in any of the conduct described in the first sentence of Section 13.5 of the Plan and that the Restricted Stock should be forfeited as a consequence.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INVENTIV HEALTH, INC.

By:  ___________________________________

      Name:

      Title:

EX-10.4.13

EXHIBIT 10.4.13

[EXECUTIVE/CHAIRMAN OPTION GRANT NOTICE]

, 20           

[name and address]

Dear [       ]:

You are granted, effective as of                                                                            , 20 (the “Option Grant Date”), an option (the “Option”) to purchase shares of common stock, $0.001 par value (the “Options Shares”), of inVentiv Health, Inc. (the “Corporation”), pursuant to the inVentiv Health, Inc. 2006 Long-Term Incentive Plan (the “Plan”).  The Option is subject to the terms and conditions set forth below and in the Plan, which is incorporated into and made a part of this Stock Option Agreement (this “Agreement”).  Capitalized terms used in the Agreement have the same meaning as defined in the Plan.

1.   Exercise Price:  $ per Option Share.

a.   Number of Option Shares:                                                                

b.   Type of Option: Nonqualified Stock Option (i.e., an option which is not an incentive stock option under Section 422 of the Code).

c.   Vesting:  The Option will vest as follows:

                       [vesting schedule]

d.   The Option shall immediately vest with respect to all Option Shares upon the occurrence of an event specified in the employment agreement in effect between you and the Corporation (the "Employment Agreement") and you as having the effect of accelerating the vesting of options, to the extent and upon the terms and conditions set forth in the Employment Agreement.  Such rights of acceleration are in addition to, and not in lieu of, any provision in the Plan for acceleration of vesting of options based on the same or similar events that is, by the terms of the Plan, otherwise applicable hereto.

e.   Any unexercised portion of the Option shall be cancelled and terminated without payment therefor if the Fair Market Value of one share of Common Stock as of the date of a Change of Control is less than the exercise price per Option Share set forth above.

2.   Registration Under Federal and State Securities Laws: The Option may not be exercised and the Corporation is not required to deliver Option Shares unless such Option Shares have been registered under Federal and applicable state securities laws, or are then exempt from such registration requirements.

3.   Forfeiture of Option: The unexercised portion of the Option is subject to forfeiture upon a determination by the Committee that you have engaged in any of the conduct described in the first sentence of Section 13.5 of the Plan and that the Option should be forfeited as a consequence.

4.   Expiration Date: The vested portion of the Option expires (i) on the later of three months after termination of service to the Corporation and two years after termination of your employment with the Corporation if (a) your service as an employee is terminated by the Corporation without Cause or by you for Good Reason prior to a Change in Control or (b) a Change in Control preceded your termination of employment, regardless of the reason therefor (unless your service as an employee is terminated by the Corporation for Cause, in which case clause (iii) will apply), (ii) on the later of one year after termination of service to the Corporation and two years after termination of your employment with the Corporation if your employment terminates by reason of death or disability, (iii) immediately if your employment terminates for Cause or (iv) otherwise, three months after termination of service to the Corporation.  Except as provided in Section 1.d., the portion of the Option that has not vested as of the date of termination of your provision of services to the Corporation will be forfeited and returned to the Corporation, and all rights of you or your heirs in and to such portion of the Option will terminate, unless the Compensation Committee of the Board of Directors of the Corporation (the "Committee") determines otherwise in its sole and absolute discretion.  Subject to earlier termination as provided in this Agreement and the Plan, the Option expires on [tenth anniversary of the grant date].  Capitalized terms (including the term "Change in Control") used in this paragraph and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement.

For purposes hereof, "service" will be deemed to have terminated only upon termination of both your employment with and provision of services as a director of the Corporation for any reason whatsoever, with or without cause, whether voluntarily or involuntarily, provided that, without limitation of the second sentence of the preceding paragraph, the Committee shall have the discretion to determine that "service" shall continue thereafter if you are providing services as an independent contractor to the Corporation.

5.   Tax Withholding.  It is a condition to the award of the Option that you make arrangements satisfactory to the Corporation to satisfy all tax withholding amounts and other required deductions with respect to the Option and the Option Shares.  You will be permitted to satisfy these obligations by (i) making a cash payment to the Corporation or (ii) directing the Corporation to sell vested Option Shares as to which the Option has been exercised in an amount sufficient to generate net proceeds equal to or exceeding the amount of such obligations.  If you do not satisfy such obligations as and when the same become due, the Corporation will have the right to withhold a number of vested Option Shares as to which the Option has been exercised having a value, determined in the sole discretion of the Corporation, equal to the amount of the unsatisfied obligations and you will have no further interest in the withheld Option Shares or any proceeds thereof and will have no right to be compensated therefor.

6.   Restrictions on Transfer:  You are not permitted to sell, assign, transfer or otherwise encumber any portion of the Option, other than by will or the laws of descent and distribution, and any such attempted disposition or encumbrance shall be void and unenforceable against the Corporation, provided that you may assign or transfer the Option or a portion thereof with the consent of the Committee to (a) your spouse, children or grandchildren (including any adopted and step children or grandchildren), (b) to a trust or partnership for the benefit of one or more of you or the persons referred to in clause (a), or (c) for charitable donations; provided that the recipient shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Corporation evidencing such obligations; and provided further that you shall remain bound by the terms and conditions of the Plan.

Please acknowledge your acceptance of this inVentiv Health, Inc. nonqualified Stock Option Agreement by signing in the space below.  Return the original signed Agreement in the envelope provided and retain the copy of the Agreement for your records.

The Corporation by its duly authorized officer agrees to the terms and conditions of this Agreement and of the Plan.

Name:

Title:

The undersigned accepts the Option subject to the terms and conditions of the Plan and this Agreement.