Standard Contracts
AMONGAsset Purchase Agreement • November 12th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
March 1, 2001 Joel Morganroth, M.D. PRWW, Ltd. 30 S. 17th Street Philadelphia, PA 19103 Dear Joel: This will confirm that you and PRWW, Ltd. (together with its affiliates, "PRWW") have agreed as follows: 1. By mutual agreement, both the Management...Termination Agreement • March 19th, 2001 • Premier Research Worldwide LTD • Services-testing laboratories
CONTENTS CONTENTSLease • March 11th, 2005 • Eresearchtechnology Inc /De/ • Services-testing laboratories
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 31st, 1999 • Premier Research Worldwide LTD • Services-testing laboratories • Maryland
LEASE SUMMARYLease Agreement • November 13th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • New Jersey
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of December 15th, 1999, by and between SCP COMMUNICATIONS, INC., a Delaware corporation (the "Buyer"), and PREMIER RESEARCH WORLDWIDE, LTD., a Delaware corporation...Asset Purchase Agreement • January 18th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • New York
Agreement ---------Sublease • May 5th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories
See Schedule of Additional Terms attached Revolving Credit Note hereto and made a part hereof. (Pennsylvania)Revolving Credit Note • November 27th, 1996 • Premier Research Worldwide LTD
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN DLB SYSTEMS, INC. AND PREMIER RESEARCH WORLDWIDE LIMITEDPreferred Stock Purchase Agreement • October 7th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
R E C I T A L SVoting Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Pennsylvania
Exhibit 10.19 Strategic Alliance Agreement This agreement is made and entered into this 30th day of June, 1997 by and between enVision Sciences, Inc., a corporation organized under the laws of the State of Georgia, (hereinafter "enVision"), and...Strategic Alliance Agreement • March 31st, 1998 • Premier Research Worldwide LTD • Services-testing laboratories • Pennsylvania
Execution Copy AGREEMENT AND PLAN OF MERGER by and among EXPLORER HOLDINGS, INC., EXPLORER ACQUISITION CORP. and ERESEARCHTECHNOLOGY, INC. dated as of April 9, 2012Merger Agreement • April 10th, 2012 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 9, 2012 by and among Explorer Holdings, Inc., a Delaware corporation (“Parent”), Explorer Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and eResearchTechnology, Inc., a Delaware corporation (the “Company”).
Exhibit 10.43 ERESEARCHTECHNOLOGY, INC. CONSULTANT AGREEMENT The following agreement is hereby entered into between, Joel Morganroth, M.D., P.C. (hereinafter known as Consultant) and eResearchTechnology, Inc. (together with its affiliated corporations...Consultant Agreement • May 4th, 2007 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
Exhibit 10.17 INDEMNITY AGREEMENT Agreement, dated as of December 1, 1996, between UM HOLDINGS, LTD., a Delaware corporation ("UM"), and PREMIER RESEARCH WORLDWIDE, LTD., a Delaware corporation ("Premier Research"). WHEREAS, UM files a consolidated...Indemnity Agreement • January 6th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories
eResearch Technology, Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT March 24, 2000 TABLE OF CONTENTSSeries a Preferred Stock Purchase Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
BETWEENTax Allocation Agreement • November 27th, 1996 • Premier Research Worldwide LTD • New Jersey
See Schedule of Additional Terms attached Revolving Credit Agreement hereto and made a part hereof. (Pennsylvania) THIS REVOLVING CREDIT AGREEMENT (together with all schedules and exhibits hereto and any amendments and modifications hereto in effect...Revolving Credit Agreement • November 27th, 1996 • Premier Research Worldwide LTD • Pennsylvania
WITNESSETH: ARTICLE ONELease Agreement • November 27th, 1996 • Premier Research Worldwide LTD • Delaware
DIRECTOR STOCK OPTION AGREEMENTDirector Stock Option Agreement • March 31st, 1998 • Premier Research Worldwide LTD • Services-testing laboratories
Dated February 27, 1997 and delivered by Premier Research Worldwide, Ltd., a Delaware corporation (the "Company"), to Connie Woodburn (the "Optionee"), a member of the Board of Directors of the Company. 1. Grant. The Company hereby grants to the Optionee, pursuant to the Company's 1996 Stock Option Plan (the "Plan"), an option (the "Option") to purchase an aggregate of 4,402 shares of the common stock, $.01 par value (the "Common Stock"), of the Company, subject to the terms and provisions set forth herein and in the Plan. The option exercise price equals $22.125, subject to adjustment as provided in the Plan. 2. Expiration of Option. The Option shall expire on February 27, 2002, unless earlier terminated as follows: (a) Termination of Directorship. If Optionee shall cease to be a member of the Board of Directors of the Company for any reason, the Option shall terminate three months following such event. (b) Sale. The Option shall terminate one month following a Sale of the Company. Fo
EXHIBIT 10.2 PUT OPTION AGREEMENT AGREEMENT, dated August 27, 1999, between Premier Research Worldwide, Ltd, a Delaware corporation ("Company"), and Ira Lubert (the "Optionee"). WHEREAS, the Optionee on this date has acquired 916,668 shares of the...Put Option Agreement • September 9th, 1999 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
AGREEMENT AND PLAN OF ORGANIZATIONAgreement and Plan of Organization • November 27th, 1996 • Premier Research Worldwide LTD • Pennsylvania
BACKGROUNDTeaming Agreement • November 27th, 1996 • Premier Research Worldwide LTD • Delaware
EXHIBIT 10.48 MANAGEMENT EMPLOYMENT AGREEMENT The following agreement (hereinafter known as "Agreement") is hereby entered into between Michael McKelvey (hereinafter known as "Employee") and eResearchTechnology, Inc. (together with its affiliated...Management Employment Agreement • August 4th, 2006 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
Recitals:Stock Purchase Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
EXHIBIT 10.40 MANAGEMENT EMPLOYMENT AGREEMENT The following Agreement is hereby entered into this 7th day of February, 2006, between, Joseph Esposito (hereinafter known as Employee) and eResearchTechnology, Inc. (together with its affiliated...Management Employment Agreement • March 10th, 2006 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") is entered into as of June, 1998 by and between Sublandlord and Subtenant, each as defined below in Section A. A. THE PARTIES Sublandlord's Name and Raytheon Engineers & Constructors, Inc. type...Sublease Agreement • March 31st, 1999 • Premier Research Worldwide LTD • Services-testing laboratories • Pennsylvania
eReserachTechnology, Inc. INVESTOR RIGHTS AGREEMENT March 24, 2000Investor Rights Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
PREFERRED STOCK PURCHASE AGREEMENT BETWEEN DLB SYSTEMS, INC. AND PREMIER RESEARCH WORLDWIDE LIMITEDPreferred Stock Purchase Agreement • August 14th, 1997 • Premier Research Worldwide LTD • Services-testing laboratories • Delaware
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • May 6th, 2011 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
The following agreement (hereinafter known as “Agreement”) is hereby entered into between Thomas Devine (hereinafter known as “Employee”) and eResearchTechnology, Inc. (together with its affiliated corporations hereinafter known as the “Company”) and having its principal offices at 30 S. 17th Street, Philadelphia, PA 19103.
LOGO] eResearchTechnololgy Enabling the Clinical Advantage A Wholly Owned Subsidiary of Premier Research Worldwide, Ltd MANAGEMENT CONSULTANT AGREEMENT The following agreement is hereby entered into between, Joel Morganroth, M.D., P.C. (hereinafter...Management Consultant Agreement • May 15th, 2000 • Premier Research Worldwide LTD • Services-testing laboratories
LOAN AGREEMENTLoan Agreement • May 5th, 2004 • Eresearchtechnology Inc /De/ • Services-testing laboratories
This Agreement amends and restates in its entirety that certain Loan Agreement dated August 11, 2003 and applies to the loan or loans (individually and collectively, the "Loan") evidenced by one or more promissory notes dated April 29, 2004 or other notes subject hereto, as modified from time to time (whether one or more, the "Note"), the standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note.
MARKETING SERVICE AGREEMENT THIS MARKETING SERVICE AGREEMENT (the "Marketing Agreement"), is made this ____ day of March, 1999 (the "Effective Date"), by and between PREMIER RESEARCH WORLDWIDE, LTD., a Delaware corporation with its principal place of...Marketing Service Agreement • May 17th, 1999 • Premier Research Worldwide LTD • Services-testing laboratories • Maryland
Amendment No. 1 to Management Employment AgreementManagement Employment Agreement • May 6th, 2011 • Eresearchtechnology Inc /De/ • Services-testing laboratories
This Amendment No. 1 to Management Employment Agreement (the “Amendment”) is hereby entered into between Thomas P. Devine (hereinafter known as the “Employee”) and eResearchTechnology, Inc. (together with its affiliated corporations hereinafter known as the “Company”).
LOAN AGREEMENT Wachovia Bank, National Association 190 River Road Summit, New Jersey 07901 (Hereinafter referred to as the "Bank") eResearchTechnology, Inc. 30 South 17th Street 8th Floor Philadelphia, Pennsylvania 19103 eRT Investment Corporation 103...Loan Agreement • November 7th, 2003 • Eresearchtechnology Inc /De/ • Services-testing laboratories
This Agreement amends and restates in its entirety that certain Loan Agreement dated May 10, 2002 and applies to the loan or loans (individually and collectively, the "Loan") evidenced by one or more promissory notes dated August 11, 2003 or other notes subject hereto, as modified from time to time (whether one or more, the "Note"), the standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note.
MANAGEMENT EMPLOYMENT AGREEMENTManagement Employment Agreement • March 2nd, 2009 • Eresearchtechnology Inc /De/ • Services-testing laboratories • Pennsylvania
The following agreement (hereinafter known as “Agreement”) is hereby entered into between Keith D. Schneck hereinafter known as “Employee”) and eResearchTechnology, Inc. (together with its affiliated corporations hereinafter known as the “Company”) and having its principal offices at 30 S. 17th Street, Philadelphia, PA 19103.
