8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 30, 2005

QUINTILES TRANSNATIONAL CORP.

(Exact name of registrant as specified in its charter)

North Carolina	333-113805	56-1714315
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	Number)	Identification Number)

4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703-8411
(Address of principal executive offices)

(919) 998-2000
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:

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 2.01. Completion of Acquisition or Disposition of Assets.

On September 30, 2005, Quintiles Transnational Corp. (the “Company”) completed the previously announced sale of its Early Development and Packaging business (the “EDP Business”) to Aptuit, Inc. pursuant to a purchase agreement among the Company, its subsidiaries Quintiles, Inc., Quintiles Limited and Quintiles East Asia Private Limited (“Quintiles Asia” and together with the Company, Quintiles, Inc. and Quintiles Limited, the “Sellers”), Early Development and Packaging Services USA, L.L.C. (the “U.S. Company”), Early Development and Packaging Services (UK) Limited (the “U.K. Company”), Quintiles Clinical Supplies Americas, Inc. (“Quintiles Supplies”) and Aptuit, Inc. (“Aptuit”), as amended (the “Purchase Agreement”). Under the Purchase Agreement, Aptuit acquired all of the membership interests and stock of the U.S. Company and the U.K. Company, respectively, as well as the employees, assets and operations of Quintiles Asia related to the EDP Business, which are principally located in Singapore, for a cash payment of approximately $125 million, subject to a post-closing working capital adjustment. Aptuit also assumed certain liabilities relating to the EDP Business.

A copy of the September 30, 2005 press release announcing the completion of the transaction is attached hereto as exhibit 99.01 and incorporated herein by reference. The description contained in the press release of the transaction contemplated by the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, as amended, which is filed as Exhibits 2.01, 2.02 and 2.03 to this Current Report on Form 8-K. The Purchase Agreement includes representations and warranties that the parties have made to each other as a matter of negotiation and risk allocation. These representations and warranties were made only as of the date of the Purchase Agreement and as of the closing of the transaction and are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with its execution. These provisions are not intended to be relied on by third parties, including investors, other than as an indication of how the parties to the Purchase Agreement allocated risk among themselves. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

2

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

The following unaudited pro forma condensed consolidated financial information is derived by the application of the pro forma adjustments to the historical financial statements of the Company at and as of June 30, 2005, for the year ended December 31, 2004, and the periods from September 26, 2003 through December 31, 2003 and January 1, 2003 through September 25, 2003 and the year ended December 31, 2002. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2005 was prepared as if the sale of the EDP Business had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2005, the year ended December 31, 2004, the periods from September 26, 2003 through December 31, 2003 and January 1, 2003 through September 25, 2003, and the year ended December 31, 2002 give effect to the EDP Business as a discontinued operation. The pro forma adjustments are based upon available information, preliminary estimates and certain assumptions that the Company believes to be reasonable, but which are subject to change and are described in the accompanying notes. The pro forma statements should not be considered indicative of actual balance sheet data that would have been achieved had the sale of the EDP Business been consummated on the dates indicated and do not purport to indicate the balance sheet data as of any future date. The unaudited pro forma financial information should be read in conjunction with the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and notes included in the Company’s filings with the United States Securities and Exchange Commission.

The EDP Business has been accounted for as discontinued operation in conformity with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

3

Unaudited Pro Forma Condensed Balance Sheet
As of June 30, 2005 (Successor)
(Stated in thousands)

	As			Pro forma
	Reported			Adjustments					Pro forma
Assets:
Current assets:
Cash and cash equivalents	$	298,258			125,000		(a	)	$	423,258
Trade accounts receivable and unbilled services, net		348,352			(40,253	)	(b	)		308,099
Investments in debt securities		588			—					588
Prepaid expenses		24,087			(1,398	)	(b	)		22,689
Other current assets and receivables		58,768			(2,623	)	(b	)		56,145
Total current assets		730,053			80,726					810,779
Property and equipment		296,520			(125,434	)	(b	)		171,086
Less accumulated depreciation		(86,893	)		25,371		(b	)		(61,522	)
		209,627			(100,063	)				109,564
Intangibles and other assets:
Investments in debt securities		12,279			—					12,279
Investments in marketable equity securities		33,014			—					33,014
Investments in non-marketable equity securities and loans		55,985			—					55,985
Investments in unconsolidated affiliates		120,065			—					120,065
Commercial rights and royalties		128,565			—					128,565
Accounts receivable — unbilled		53,434			—					53,434
Goodwill		115,001			(6,296	)	(c	)		108,705
Other identifiable intangibles, net		244,892			(3,538	)	(b	)		241,354
Deferred income taxes		29,082			1,819		(b	)		30,901
Deposits and other assets		40,619			(594	)	(b	)		40,025
		832,936			(8,609	)				824,327
Total assets	$	1,772,616		$	(27,946	)			$	1,744,670
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable and accrued expenses	$	319,276			(12,809	)	(b	)	$	310,467
					6,700		(d	)
					(2,700	)	(e	)
Credit arrangements		19,323			—					19,323
Unearned income		202,560			(13,025	)	(b	)		189,535
Other current liabilities and income taxes		14,296			(1,517	)	(f	)		12,779
Total current liabilities		555,455			(23,351	)				532,104
Long-term liabilities:
Credit arrangements, less current portion		619,260			—					619,260
Deferred income taxes		8,785			—					8,785
Minority interest		37,940			—					37,940
Other liabilities		31,905			(1,170	)	(b	)		30,735
		697,890			(1,170	)				696,720
		1,253,345			(24,521	)				1,228,824
Shareholders’ equity:
Common stock and additional paid in capital, 125,000,000 shares issued and outstanding as of June 30, 2005		522,300			—					522,300
Accumulated deficit		(31,203	)		(3,425	)	(g	)		(34,628	)
Accumulated other comprehensive income		28,174			—					28,174
		519,271			(3,425	)				515,846
Total liabilities and shareholders’ equity	$	1,772,616		$	(27,946	)			$	1,744,670

4

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2005 (Successor)
(Stated in thousands)

(a)	To record receipt of consideration from Aptuit.
(b)	To record the removal of the assets and liabilities of the EDP Business sold.
(c)	To remove estimated goodwill allocated to the EDP Business disposed of based on the fair value of the net assets disposed of as a percentage of the estimated fair value of the Product Development Group.
(d)	The purchase agreement contains certain adjustment provisions which may require the Company to reimburse a portion of the proceeds to Aptuit. The working capital adjustment, if any, will be determined as of September 30, 2005. The Company estimates the transaction costs and purchase price adjustments to be approximately $6.7 million.
(e)	To reduce the accrued pension liability resulting from the curtailment of the pension plan.
(f)	To record estimated income tax benefit on the estimated loss on disposition in the United States based on an estimated income tax rate of 38.5%. The estimated gain in the United Kingdom is not taxable; therefore, no estimated income tax expense has been recorded.
(g)	To record estimated loss on disposition:

Cash received	$	125,000
Less net assets sold		(119,646	)
Less estimated transaction costs and purchase price adjustments		(6,700	)
Less goodwill allocated to business disposed of		(6,296	)
Add estimated pension plan curtailment gain		2,700
Pro forma loss before income taxes		(4,942	)
Less estimated income tax benefit		(1,517	)
Pro forma loss	$	(3,425	)

5

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the six months ended June 30, 2005 (Successor)
(Stated in thousands)

				Less:
	As			EDP
	Reported			(a)			Pro forma
Net revenues	$	1,029,803		$	86,372		$	943,431
Reimbursed service costs		241,983			5,721			236,262
Gross revenues		1,271,786			92,093			1,179,693
Costs, expenses and other:
Costs of revenues		905,606			61,641			843,965
Selling, general and administrative		322,437			27,737			294,700
Interest (income) expense, net		29,614			—			29,614
Other expense (income), net		2,888			225			2,663
Restructuring		19,679			472			19,207
Impairments		72,467			65,834			6,633
Transaction expense, net		(2,666	)		—			(2,666	)
		1,350,025			155,909			1,194,116
(Loss) income from continuing operations before income taxes		(78,239	)		(63,816	)		(14,423	)
Income tax (benefit) expense		(56,016	)		(26,643	)		(29,373	)
(Loss) income before equity in (losses) earnings of unconsolidated affiliates and minority interests		(22,223	)		(37,173	)		14,950
Equity in (losses) earnings of unconsolidated affiliates and other		(528	)		—			(528	)
Minority interests		(2,068	)		—			(2,068	)
(Loss) income from continuing operations	$	(24,819	)	$	(37,173	)	$	12,354

(a) To reclassify the results of operations for the EDP Business as a discontinued operation.

6

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2004 (Successor)
(Stated in thousands)

				Less:
	As			EDP
	Reported			(a)			Pro forma
Net revenues	$	1,782,254		$	166,185		$	1,616 069
Reimbursed service costs		364,080			12,803			351,277
Gross revenues		2,146,334			178,988			1,967,346
Costs, expenses and other:
Costs of revenues		1,547,444			126,908			1,420,536
Selling, general and administrative		637,115			54,871			582,244
Interest income		(11,324	)		—			(11,324	)
Interest expense		69,902			—			69,902
Other expense (income), net		(1,079	)		3,622			(4,701	)
Restructuring		6,577			768			5,809
Gain on sale of portion of an investment in a subsidiary		(24,688	)		—			(24,688	)
Non-operating gain on change of interest transaction		(10,030	)		—			(10,030	)
		2,213,917			186,169			2,027,748
(Loss) income before income taxes		(67,583	)		(7,181	)		(60,402	)
Income tax (benefit) expense		(6,599	)		(4,560	)		(2,039	)
(Loss) income before equity in (losses) earnings of unconsolidated affiliates and minority interests		(60,984	)		(2,621	)		(58,363	)
Equity in (losses) earnings of unconsolidated affiliates		(149	)		—			(149	)
Minority interests		(1,866	)		—			(1,866	)
(Loss) income from continuing operations	$	(62,999	)	$	(2,621	)	$	(60,378	)

(a) To reclassify the results of operations for the EDP Business as a discontinued operation.

7

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the period from September 26, 2003 through December 31, 2003 (Successor)
(Stated in thousands)

				Less:
	As			EDP
	Reported			(a)			Pro forma
Net revenues	$	431,626		$	40,343		$	391,283
Reimbursed service costs		96,255			1,295			94,960
Gross revenues		527,881			41,638			486,243
Costs, expenses and other:
Costs of revenues		362,012			27,629			334,383
Selling, general and administrative		154,688			13,565			141,123
Interest income		(4,761	)		—			(4,761	)
Interest expense		20,651			—			20,651
Other expense (income), net		(2,403	)		73			(2,476	)
		530,187			41,267			488,920
(Loss) income before income taxes		(2,306	)		371			(2,677	)
Income tax expense (benefit)		9,810			(434	)		10,244
(Loss) income before equity in (losses) earnings of unconsolidated affiliates and minority interests		(12,116	)		805			(12,921	)
Equity in earnings (losses) of unconsolidated affiliates		13			—			13
Minority interests		(123	)		—			(123	)
(Loss) income from continuing operations	$	(12,226	)	$	805		$	(13,031	)

(a) To reclassify the results of operations for the EDP Business as a discontinued operation.

8

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the period from January 1, 2003 through September 25, 2003 (Predecessor)
(Stated in thousands)

				Less:
	As			EDP
	Reported			(a)			Pro forma
Net revenues	$	1,196,247		$	112,119		$	1,084,128
Reimbursed service costs		268,683			1,987			266,696
Gross revenues		1,464,930			114,106			1,350,824
Costs, expenses and other:
Costs of revenues		969,474			73,270			896,204
Selling, general and administrative		397,318			37,327			359,991
Interest income		(12,112	)		—			(12,112	)
Interest expense		1,738			4			1,734
Other expense (income), net		(5,391	)		50			(5,441	)
Transaction and restructuring		54,148			707			53,441
		1,405,175			111,358			1,293,817
Income (loss) before income taxes		59,755			2,748			57,007
Income tax expense (benefit)		27,224			(1,026	)		28,250
Income (loss) before equity in (losses) earnings of unconsolidated affiliates and minority interests		32,531			3,774			28,757
Equity in (losses) earnings of unconsolidated affiliates		(8	)		—			(8	)
Minority interests		12			—			12
Income (loss) from continuing operations	$	32,535		$	3,774		$	28,761

(a) To reclassify the results of operations for the EDP Business as a discontinued operation.

9

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2002 (predecessor)
(Stated in thousands)

				Less:
	As			EDP
	Reported			(a)			Pro forma
Net revenues	$	1,570,383		$	149,796		$	1,420,587
Reimbursed service costs		399,650			4,634			395,016
Gross revenues		1,970,033			154,430			1,815,603
Costs, expenses and other:
Costs of revenues		1,345,498			96,827			1,248,671
Selling, general and administrative		508,103			44,218			463,885
Interest income		(16,734	)		—			(16,734	)
Interest expense		2,551			6			2,545
Other expense (income), net		4,486			(2	)		4,488
Transaction and restructuring		3,359			186			3,173
		1,847,263			141,235			1,706,028
Income (loss) before income taxes		122,770			13,195			109,575
Income tax expense (benefit)		40,979			3,336			37,643
Income (loss) before equity in (losses) earnings of unconsolidated affiliates and minority interests		81,791			9,859			71,932
Equity in (losses) earnings of unconsolidated affiliates		(526	)		—			(526	)
Minority interests		(43	)		—			(43	)
Income (loss) from continuing operations	$	81,222		$	9,859		$	71,363

(a) To reclassify the results of operations for the EDP Business as a discontinued operation.

10

(c) Exhibits

Exhibit No.	Description of Exhibit
2.01	Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc. (incorporated by reference herein from Exhibit 2.01 to the Current Report on Form 8-K of Quintiles Transnational Corp., dated July 18, 2005, as filed with the Securities and Exchange Commission)
2.02	Amendment No. 1, dated August 25, 2005, to Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc.
2.03	Amendment No. 2, dated September 30, 2005, to Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc.
99.01	Press release, dated September 30, 2005, of Quintiles Transnational Corp.

11

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.

QUINTILES TRANSNATIONAL CORP.
By:	/s/ John S. Russell
	John S. Russell
	Executive Vice President

Dated: October 6, 2005

12

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.01	Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc. (incorporated herein by reference from Exhibit 2.01 to the Current Report on Form 8-K of Quintiles Transnational Corp., dated July 18, 2005, as filed with the Securities and Exchange Commission)
2.02	Amendment No. 1, dated August 25, 2005, to Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc.
2.03	Amendment No. 2, dated September 30, 2005, to Purchase Agreement, dated July 18, 2005, by and among Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited, Quintiles Clinical Supplies Americas, Inc. and Aptuit, Inc.
99.01	Press release, dated September 30, 2005, of Quintiles Transnational Corp.

13

EX-2.02

Exhibit 2.02

AMENDMENT NO. 1
TO
PURCHASE AGREEMENT

     This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of August 25, 2005, by and among APTUIT, INC. (“Purchaser”), a Delaware corporation, QUINTILES TRANSNATIONAL CORP., a North Carolina corporation (“Quintiles Transnational”), QUINTILES, INC., a North Carolina corporation (“Quintiles, Inc.”), QUINTILES LIMITED, a private limited company incorporated in England and Wales (registration number 03022416) (“Quintiles Limited”), QUINTILES EAST ASIA PRIVATE LIMITED, a Singapore private limited company (“Quintiles Asia” and together with Quintiles Transnational, Quintiles, Inc. and Quintiles Limited, each a “Seller” and collectively, “Sellers”), EARLY DEVELOPMENT AND PACKAGING SERVICES USA, L.L.C., a Delaware limited liability company (the “U.S. Company”), EARLY DEVELOPMENT AND PACKAGING SERVICES (UK) LIMITED, a private limited company organized under the laws of England and Wales (the “U.K. Company”), and QUINTILES CLINICAL SUPPLIES AMERICAS, INC., a New Jersey corporation (“Quintiles Supplies” and together with the U.S. Company and the U.K. Company, collectively the “EDP Companies”).

RECITALS

     WHEREAS, Sellers, Purchaser and the EDP Companies are parties to that certain Purchase Agreement, dated as of July 18, 2005 (the “Purchase Agreement”), which provides, among other things, that Sellers will sell, assign and transfer, and Purchaser desires to purchase and assume, as the case may be, the EDP Companies, the Singapore Assets and the Singapore Liabilities, in each case pursuant to the terms and subject to the conditions of the Purchase Agreement; and

     WHEREAS, Purchaser and Sellers desire to amend the Closing Date of the Purchase Agreement pursuant to Section 10.6 of the Purchase Agreement.

AGREEMENT

     NOW THEREFORE, the parties agree as follows:

     1. Defined Terms. All initially capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Purchase Agreement.

     2. Amendment. The Purchase Agreement is hereby amended by replacing “September 14, 2005” in the first sentence of Section 2.5 with “September 30, 2005”.

     3. No Other Amendments. The Purchase Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     4. Headings. The section headings herein are for convenience of reference only and shall not affect the interpretation of this Amendment. All Section references herein are to sections of this Amendment unless specified otherwise.

     5. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

     6. Governing Law. This Amendment and its enforcement will be governed by, and interpreted in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, shall be referred to and finally resolved in the United States District Court for the Southern District of New York or any New York state court sitting in The City of New York.

[Remainder of this page intentionally left blank]

2

     IN WITNESS WHEREOF, the parties named below have caused this Amendment to be duly executed, all as of the day and year first above written.

APTUIT, INC.
By:	/s/ Michael A. Griffith
	Name: Michael A. Griffith Title: Chief Executive Officer
QUINTILES TRANSNATIONAL CORP.
By:	/s/ John S. Russell
	Name: John S. Russell Title: Executive Vice President and General Counsel
QUINTILES, INC.
By:	/s/ John S. Russell
	Name: John S. Russell Title: President
QUINTILES LIMITED
By:	/s/ John Goodacre
	Name: John Goodacre Title: Director
QUINTILES EAST ASIA PRIVATE LIMITED
By:	/s/ John S. Russell
	Name: John S. Russell Title: Director

EX-2.03

Exhibit 2.03

AMENDMENT NO. 2
TO
PURCHASE AGREEMENT

     This AMENDMENT NO. 2 TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of September 30, 2005 and deemed effective as of July 18, 2005, by and among APTUIT, INC. (“Purchaser”), a Delaware corporation, and QUINTILES TRANSNATIONAL CORP., a North Carolina corporation (“Quintiles Transnational”), QUINTILES, INC., a North Carolina corporation (“Quintiles, Inc.”), QUINTILES LIMITED, a private limited company incorporated in England and Wales (registration number 03022416) (“Quintiles Limited”), QUINTILES EAST ASIA PRIVATE LIMITED, a Singapore private limited company (“Quintiles Asia” and together with Quintiles Transnational, Quintiles, Inc. and Quintiles Limited, each a “Seller” and collectively, “Sellers”).

RECITALS

     WHEREAS, Sellers, Purchaser and the EDP Companies (as defined therein) are parties to that certain Purchase Agreement, dated as of July 18, 2005 and amended on August 25, 2005 (the “Purchase Agreement”), which provides, among other things, that Sellers will sell, assign and transfer, and Purchaser desires to purchase and assume, as the case may be, the EDP Companies, the Singapore Assets and the Singapore Liabilities, in each case pursuant to the terms and subject to the conditions of the Purchase Agreement; and

     WHEREAS, Purchaser and Sellers desire to amend the Purchase Agreement pursuant to Section 10.6 of the Purchase Agreement for the purpose set forth herein.

AGREEMENT

     NOW THEREFORE, the parties agree as follows:

     1. All initially capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Purchase Agreement.

     2. The Purchase Agreement is hereby amended by adding the following terms to Section 1.1:

“Quintiles Retained Assets” shall mean the prepayments or other assets relating to the EDP Business that have been retained by Sellers in accordance with the Reorganization Agreements as set forth under the heading “Assets” in the first column of the table in Annex F hereto.

“Quintiles Retained Liabilities” shall mean the accruals or other liabilities relating to the EDP Business that have been retained by Sellers in accordance with the Reorganization Agreements as set forth under the heading “Accruals” in the first column of the table in Annex F hereto.

     3. The Purchase Agreement is hereby amended by adding Annex F attached hereto as an Annex to the Purchase Agreement.

     4. The Purchase Agreement is hereby amended by adding the following proviso at the end of the definition of Current Assets in Section 1.1: “provided, further, that Quintiles Retained Assets are included”.

     5. The Purchase Agreement is hereby amended by adding the following proviso at the end of the definition of Current Liabilities in Section 1.1: “provided, further, that Quintiles Retained Liabilities are included”.

     6. The Purchase Agreement is hereby amended by replacing the parenthetical “(including any deviations from GAAP described in Section 4.3(a) of the Sellers’ Disclosure Letter)” in Section 2.3(a) with the following parenthetical: “(including the Quintiles Retained Assets, the Quintiles Retained Liabilities and any deviations from GAAP described in Section 4.3(a) of the Sellers’ Disclosure Letter)”.

     7. The Purchase Agreement is hereby amended by adding the following new sentence at the end of the second sentence of Section 2.3(b): “Sellers shall provide Purchaser within thirty (30) days of the Closing Date with a statement that sets forth with reasonable detail the actual value of the Quintiles Retained Assets (the “Final Quintiles Retained Assets”) and the actual value of the Quintiles Retained Liabilities (the “Final Quintiles Retained Liabilities”).”

     8. The Purchase Agreement is hereby amended by replacing the parenthetical “(including any deviations from GAAP described in Section 4.3(a) of the Sellers’ Disclosure Letter)” in Section 2.3(b) with the following parenthetical: “(including the Final Quintiles Retained Assets, the Final Quintiles Retained Liabilities and any deviations from GAAP described in Section 4.3(a) of the Sellers’ Disclosure Letter)”.

     9. The Purchase Agreement is hereby amended by replacing “(u)” in Section 2.2(a)(ii) with "(s)” and adding the following to the end of such Section 2.3(a)(ii)(s): “, minus (t) the amount, if any, that the value of the Quintiles Retained Assets exceeds the positive value of the Quintiles Retained Liabilities, plus (u) the amount, if any, that the positive value of the Quintiles Retained Liabilities exceeds the value of the Quintiles Retained Assets,”.

     10. The Purchase Agreement is hereby amended by replacing “(u)” in Section 2.3(c)(iii) with "(s)” and adding the following to the end of such Section 2.3(c)(iii)(s): “, minus (t) the amount, if any, that the value of the Final Quintiles Retained Assets exceeds the positive value of the Final Quintiles Retained Liabilities, plus (u) the amount, if any, that the positive value of the Final Quintiles Retained Liabilities exceeds the value of the Final Quintiles Retained Assets,”.

     11. The Purchase Agreement is hereby amended by deleting the table set forth in Annex C in its entirety and adding the following in its place: “The Base Purchase Price shall be allocated to Sellers as follows: (i) $200,000 of the Base Purchase Price shall be allocated to Quintiles Asia; (ii) $1.00 of the Base Purchase Price shall be allocated to Quintiles Limited; and (iii) any remaining amount shall be allocated to Quintiles, Inc.”

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     12. The Purchase Agreement is hereby amended by adding the following language to the end of Section 6.5(b):

“Notwithstanding its obligations under this Section 6.5(b)(i), Purchaser has represented that, following Closing, certain Transferred Employees listed in Annex G hereto (the “Transferred Employees on Leave”), will not be eligible to participate in its short term and long term disability plans, but will be excluded due to “actively-at-work exclusions or other limitations or restrictions on coverage.” As a result, the parties agree that for the limited and sole purpose of allowing the Transferred Employees on Leave to remain eligible to participate in Sellers’ Short Term Disability Plan (“QSTD Plan”) and Sellers’ Long Term Disability Plan (“QLTD Plan”), and any other employee benefit plans as necessary to replace any of Purchaser’s employee benefit plans from which they may be further excluded by virtue of their retention by Sellers, each Transferred Employee on Leave will be deemed to remain employed by Sellers until the earlier of: (x) the Transferred Employee on Leave becomes eligible to participate in any equivalent short term disability plan or long term disability plan offered by Purchaser; or (y) the Transferred Employee on Leave is released by his physician to return to work either full time or part-time. Purchaser agrees to make all reasonable efforts to comply with its obligations under Section 6.5(a) by seeking the immediate removal of the exclusions and or limitations that prevent the Transferred Employees on Leave from being eligible to participate in the short term and long term disability plans. Within five (5) business days of closing, Purchaser must provide Sellers with adequate documentation of the eligibility factors and exclusions on which it relies in making its representation that the Transferred Employees on Leave are not eligible to participate in the short term and long term disability plans and will periodically report to Sellers, not less frequently than bi-weekly, on its status in seeking the removal of these exclusions or limitations. Purchaser will reimburse Sellers in full for all costs, either direct or indirect, associated with maintaining eligibility for, or paying benefits to, the Transferred Employees on Leave under the QSTD Plan and the QLTD Plan, and all other employee benefit plans in which the Transferred Employees on Leave will participate to replace the Purchaser’s plans from which they are excluded by virtue of their retention by Sellers. Upon receipt of documentation releasing such Employee to return to work, either full time or part time, or upon the removal of the restrictions precluding the Transferred Employees on Leave from participating in the Purchaser’s short term and long term disability plans, Purchaser shall be obligated to complete the full transfer of the Transferred Employee on Leave to its full employment with full benefits as required by Section 6.5, assign the Transferred Employee on Leave to work immediately (if he has been released to work), make direct payments to the returning Employee equivalent to the amount of any remaining benefit under the QSTD Plan or the QLTD Plan (in cases where the employee has been released to return to work on a part time basis but remains excluded from Purchaser’s short term and long term disability plans), and shall fully comply with its obligations under Section 6.5, with all applicable laws and with all restrictions, if any, imposed by health care providers with respect to the Transferred Employee on Leave who is returning to work. For all other purposes, the Transferred Employees on Leave shall be considered to be employees of Purchaser, to the same extent as Transferred Employees, and nothing in this

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Section 6.5(b) shall affect or diminish Purchaser’s obligations with respect to such Transferred Employees on Leave.”

     13. The Purchase Agreement is hereby amended by adding Annex G attached hereto as an Annex to the Purchase Agreement.

     14. Each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Purchase Agreement shall mean and be a reference to the Purchase Agreement, as amended by this Amendment.

     15. The Purchase Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     16. The section headings herein are for convenience of reference only and shall not affect the interpretation of this Amendment. All Section references herein are to sections of this Amendment unless specified otherwise.

     17. This Amendment and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof. The State or Federal courts located within the State of New York shall have exclusive jurisdiction over any and all disputes between the parties hereto, whether in law or equity, arising out of or in connection with this Amendment.

     18. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

[Remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the parties named below have caused this Amendment to be duly executed, all as of the day and year first above written.

APTUIT, INC.
By:	/s/ Michael A. Griffith
	Name: Michael A. Griffith Title: Chief Executive Officer
QUINTILES TRANSNATIONAL CORP.
By:	/s/ Gregory J. Connors
	Name: Gregory J. Connors Title: Vice President
QUINTILES, INC.
By:	/s/ Gregory J. Connors
	Name: Gregory J. Connors Title: Vice President & Secretary
QUINTILES LIMITED
By:	/s/ Alasdair Macdonald
	Name: Alasdair Macdonald Title: Director
QUINTILES EAST ASIA PRIVATE LIMITED
By:	/s/ Anand Tharmaratnam
	Name: Dr. Anand Tharmaratnam Title: Chief Executive Officer, SEA

List of Omitted Attachments

The following attachments have been omitted from this filing:

ANNEXES
Annex F	Quintiles Retained Assets and Quintiles Retained Liabilities
Annex G	Transferred Employees on Leave

Quintiles hereby agrees to furnish supplementally to the Commission a copy of any omitted attachment upon the Commission’s request.

EX-99.01

Exhibit 99.01

FOR IMMEDIATE RELEASE www.quintiles.com

CONTACT:	Dick Jones, Media Relations, media.info@quintiles.com
	919 998 2091
	Greg Connors, Investor Relations, invest@quintiles.com
	919 998 2000

QUINTILES COMPLETES AGREEMENT WITH APTUIT

RESEARCH TRIANGLE PARK, N.C. – Sept. 30, 2005 – Quintiles Transnational Corp. today announced the completion of the previously announced agreement with Aptuit, Inc., to enter a strategic partnership.

Aptuit has acquired three Quintiles business units – Preclinical Services, Pharmaceutical Sciences and Clinical Trial Supplies – for approximately $125 million. The companies have signed a two-year commercial agreement establishing arrangements to make these early development services available through this agreement. The transaction also will enhance Quintiles’ cash position while allowing greater focus on core clinical services and clinical support services.

The three Quintiles business units employ about 1,400 people, primarily in Kansas City, Mo.; Mt. Laurel, N.J.; Edinburgh, Scotland; and Singapore. Aptuit plans to reorganize the units into three global business lines: Preclinical Technologies, Pharmaceutical Sciences and Packaging & Logistics.

Quintiles helps improve healthcare worldwide by providing a broad range of professional services, information and partnering solutions to the pharmaceutical, biotechnology and healthcare industries. Headquartered near Research Triangle Park, North Carolina, Quintiles has 16,000 employees, offices in 50 countries and is the world’s leading pharmaceutical services organization. For more information visit the company’s Web site at www.quintiles.com.

Information in this press release contains “forward-looking statements.” These statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, the ability of the parties to operate under the alliance. Additional factors that could cause actual results to differ materially are discussed in Quintiles’ recent filings with the Securities and Exchange Commission, including but not limited to its annual report on Form 10-K, its quarterly report on Form 10-Q and its current reports on Form 8-K.

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