BACKGROUNDRegistration Rights Agreement • June 5th, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research • Delaware
AGREEMENT ANDMerger Agreement • July 31st, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research • Delaware
11,500,000 Shares of Common Stock INVERESK RESEARCH GROUP, INC. UNDERWRITING AGREEMENT November __, 2003 BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO. WILLIAM BLAIR & COMPANY, L.L.C. SG COWEN SECURITIES CORPORATION JEFFERIES & COMPANY, INC. as...Underwriting Agreement • November 20th, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research • New York
betweenService Agreement • June 5th, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research
Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 24 day of July, 1996, BY AND BETWEEN: MICHAEL F. ANKCORN (hereinafter referred to as the "Employee") AND: CLINTRIALS BIORESEARCH LTD. (hereinafter referred to as the...Executive Employment Agreement • June 5th, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research • Quebec
andLease • April 2nd, 2002 • Inveresk Research Group Inc
AMONG: CLINTRIALS BIORESEARCH LTD., a corporation incorporated under the laws of Quebec ("ClinTrials"); AND: BIO-RESEARCH LABORATORIES LTD., a corporation incorporated under the laws of Quebec ("BioResearch"); AND: NORAH K. TAYLOR, chartered...Custodian Agreement • April 2nd, 2002 • Inveresk Research Group Inc • Quebec
BY AND AMONGExchange Agreement • May 14th, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research
Exhibit 10.5 OUR REF GECS/CAN.22.5/TMCA DATE February 2001 Investment agreement between Inveresk Research Group Limited Walter Nimmo and others and Candover Investments PLC and others The rights attaching to the shares and loan stock to which this...Investment Agreement • April 2nd, 2002 • Inveresk Research Group Inc • London
Exhibit 10.8 SECURITY AGREEMENT This SECURITY AGREEMENT made as of April 3, 2001 is by and between INDIGO ACQUISITION CORP., a Delaware corporation (the "Debtor") and BEAR, STEARNS CORPORATE LENDING, INC., as Security Trustee (as defined in the...Security Agreement • April 2nd, 2002 • Inveresk Research Group Inc • New York
Exhibit 10.19 MEMORANDUM OF AGREEMENT entered into at Senneville, Quebec this 19th day of June, 1997 BETWEEN: CLINTRIALS BIORESEARCH LTD., a company incorporated under the laws of the Province of Quebec and having its head office in the Village of...Memorandum of Agreement • April 2nd, 2002 • Inveresk Research Group Inc
BYFacility Agreement • June 27th, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research • England and Wales
BACKGROUNDRegistration Rights Agreement • February 18th, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research
BACKGROUNDEmployment Agreement • June 21st, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research
CONFORMED COPY FACILITIES AGREEMENTFacilities Agreement • April 2nd, 2002 • Inveresk Research Group Inc
Exhibit 1.1 12,000,000 Shares of Common Stock INVERESK RESEARCH GROUP, INC. FORM OF UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 21st, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research • New York
Exhibit 10.15 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------------------------- THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of February 17, 2003, is made by and between Inveresk Research International...Employment Agreement • February 18th, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research
BACKGROUNDEmployment Agreement • June 21st, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research
BACKGROUNDEmployment Agreement • June 21st, 2002 • Inveresk Research Group Inc • Services-commercial physical & biological research
LEASELease • April 2nd, 2002 • Inveresk Research Group Inc • North Carolina
betweenSupplemental Investment Agreement • April 2nd, 2002 • Inveresk Research Group Inc • London
DATE 3 April 2001Unsecured Subordinated Loan Stock Instrument • April 2nd, 2002 • Inveresk Research Group Inc
betweenSecond Supplemental Investment Agreement • April 2nd, 2002 • Inveresk Research Group Inc • London
5,000,000 Shares of Common Stock INVERESK RESEARCH GROUP, INC. UNDERWRITING AGREEMENT March 31, 2004Underwriting Agreement • April 2nd, 2004 • Inveresk Research Group Inc • Services-commercial physical & biological research • New York
The stockholders listed on Schedule I hereto (the “Selling Stockholders”) severally propose, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 5,000,000 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”), of Inveresk Research Group, Inc., a corporation organized and existing under the laws of Delaware (the “Company”). The Shares are more fully described in the Registration Statement and the Prospectus referred to below.
FORM OF CHANGE-OF-CONTROL SEVERANCE AGREEMENTChange-of-Control Severance Agreement • August 4th, 2004 • Inveresk Research Group Inc • Services-commercial physical & biological research • Delaware
This Agreement is intended to provide severance benefits to the Participant in the event that the Participant’s employment is terminated under certain circumstances within 24 months following a Change of Control.
Exhibit 10.4 EDINBURGH OUR REF LRK/GECS/CAN.22.1/AB DATE 20 September 1999 Inveresk Research Group Limited Instrument Constituting L27,037,500 Unsecured Subordinated Loan Stock 2008 Maclay Murray & Spens Solicitors EDINBURGH GLASGOW LONDON BRUSSELS 3...Unsecured Subordinated Loan Stock Agreement • April 2nd, 2002 • Inveresk Research Group Inc
EXECUTED AS A DEED BUT NOT DELIVERED UNTIL THE DATE HEREOF by INVERESK RESEARCH LIMITEDDeed • February 18th, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research
acting by /s/ Walter S. Nimmo Director ____________________________ Walter S. Nimmo Full Name ____________________________ /s/ Alastair S. McEwan Director/Secretary ____________________________ Alastair S. McEwan Full Name ____________________________
AGREEMENT AND PLAN OF MERGER dated as of June 30, 2004 among CHARLES RIVER LABORATORIES INTERNATIONAL, INC., INVERESK RESEARCH GROUP, INC., INDIGO MERGER I CORP., and INDIGO MERGER II CORP.Merger Agreement • July 1st, 2004 • Inveresk Research Group Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER dated as of June 30, 2004 (this “Agreement”), by and among Charles River Laboratories International, Inc., a Delaware corporation (“Parent”), Inveresk Research Group, Inc., a Delaware corporation (the “Company”), Indigo Merger I Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”), and Indigo Merger II Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”).
EXHIBIT 10.21 [THE ROYAL BANK OF SCOTLAND LETTERHEAD] Inveresk Research Group Inc Elphinstone Research Centre Tranent EH33 24 January 2003 Dear Sirs BORROWING FACILITIES We write with reference to the Facility Agreement between The Royal Bank of...Facility Agreement • February 18th, 2003 • Inveresk Research Group Inc • Services-commercial physical & biological research
Dated 19 July, 2001 BEAR STEARNS CORPORATE LENDING INC AS RETIRING ARRANGER BEAR STEARNS CORPORATE LENDING INC AS RETIRING AGENT THE ROYAL BANK OF SCOTLAND PLC and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AS NEW ARRANGERS THE ROYAL BANK OF...Arranger, Agent and Security Trustee Substitution Deed • April 2nd, 2002 • Inveresk Research Group Inc
