ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.12
Execution Version
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) by and between Quintiles Transnational Corp., a North Carolina corporation (“Assignor”), and Quintiles Transnational Holdings Inc., a North Carolina corporation (“Assignee”), made and dated as of December 10, 2009.
WHEREAS, Assignor and Assignee entered into an Agreement and Plan of Share Exchange, dated as of December 3, 2009 (the “Agreement and Plan of Share Exchange”), pursuant to which each outstanding share of Assignor common stock will be exchanged for one share of common stock of Assignee (the “Share Exchange”), and Assignee will become a holding company with Assignor as its wholly-owned subsidiary;
WHEREAS, in connection with the Share Exchange, Assignee will assume the Assignor’s rights and obligations under the terms of certain outstanding agreements between Assignor and its shareholders that govern the rights and obligations of such parties with respect to the shares of Assignor’s common stock subject to the Share Exchange (the “Stock Agreements”). Thus, any rights (and obligations) the Assignor’s shareholders have under the Stock Agreements will continue after the effective time of the Share Exchange and will apply to the Assignee shares;
WHEREAS, in connection with the Share Exchange, Assignee will assume the Assignor’s rights and obligations under the terms of certain outstanding agreements between Assignor and certain of its directors that govern the rights and obligations of such parties (the “Independent Director Indemnification Agreements”). As a result, Asignee will perform under each of the Independent Director Indemnification Agreements in the same manner and to the same extent the Assignor would be required to perform if no Share Exchange had taken place;
WHEREAS, in connection with the Share Exchange, Assignor and Assignee have determined that it is in the best interests of the parties that Assignor assign and Assignee acquire all of Assignor’s right, title, and interest in and to each of the Stock Agreements set forth on Schedule A attached hereto (the “Assigned Stock Agreements”); and
WHEREAS, in connection with the Share Exchange, Assignee is required by the terms of the Independent Director Indemnification Agreements to assume each of the Independent Director Indemnification Agreements, and Asignor and Assignee have determined that it is in the best interest of the parties that Assignor assign and that Assignee acquire all of Assignor’s right, title, and interest in and to each of the Independent Director Indemnification Agreements set forth on Schedule B attached hereto (the “Assigned Independent Director Indemnification Agreements” and collectively with the Assigned Stock Agreements, the “Assigned Agreements”);
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, convey, assign, transfer and deliver unto Assignee (collectively, the “Assignment”) all of Assignor’s right, title, and interest in and to, and all of Assignor’s obligations and liabilities in connection with, each of
the Assigned Agreements, to be held and enjoyed by Assignee for its own use and benefit and for the use and benefit of its successors and assigns.
Assignee hereby accepts the Assignment and assumes and agrees to be responsible for and to observe and perform all of the obligations, terms, provisions, agreements and covenants, and to pay and discharge all of the liabilities and obligations of Assignor to be observed, performed, paid, or discharged in connection with the Assigned Agreements.
This Assignment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. The exchange of copies of this Assignment Agreement and of executed signature pages by facsimile transmission or by email transmission in portable document format (.pdf), or similar format, shall constitute effective execution and delivery of this Assignment Agreement. Signatures of the parties transmitted by facsimile, or by email in portable document or similar format, shall be deemed to be their original signatures for all purposes. This Assignment Agreement may not be amended or modified (other than to change Schedule A to to capture the appropriate agreements with Assignor’s shareholders in effect immediately prior to the Share Exchange) without the prior written agreement of both parties hereto. Notwithstanding anything contained herein to the contrary, this Assignment Agreement shall become effective at the effective time of the Share Exchange (as contemplated by the Agreement and Plan of Share Exchange). In the event the Share Exchange is abandoned or the Agreement and Plan of Share Exchange terminated, this Assignment Agreement shall immediately be terminated without out future action by the parties hereto and the Assignment contemplated hereby shall be null and void.
[signature page follows]
[Signature page to Assignment and Assumption Agreement]
IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment Agreement to be duly executed as of the date first above written.
| QUINTILES TRANSNATIONAL CORP. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Corporate Secretary | |
| QUINTILES TRANSNATIONAL HOLDINGS INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Secretary | |
Schedule A
Assigned Stock Agreements
The table set forth below identifies the Assigned Stock Agreements (identified by shareholder of Assignor (or “Quintiles”) and outstanding stock certificate number). Many agreements, such as the Shareholders Agreement dated 1/22/08 and the Amended and Restated Registration Rights Agreement dated 1/22/08, have more than one shareholder party. In addition, various shareholders hold shares under multiple stock certificates that are subject to the same agreement. Thus, the table below includes multiple references to the same agreement.
In addition to the agreements specifically identified below, the Assigned Stock Agreements include:
| • | certain joinder letters or other transfer agreements executed by certain shareholders in connection with their initial acquisition of the shares through “permitted” transfer(s) from existing shareholder(s); |
| • | acceptance letters or subscription agreements entered into by shareholders who acquired restricted shares under Quintiles’ stock incentive plans (whether by direct issuance or exercise of stock options); |
| • | promissory notes or other documents governing any outstanding loans made by Quintiles (or its predecessor(s)) to certain employees in connection with the purchase of shares by such employees. |
This table does not specifically reference the assumption by Assignor of Quintiles’ outstanding stock incentive plans which is addressed under separate board or committee action.
This table is based on the books and records of Assignor as of December 3, 2009 and may be amended or modified to capture the appropriate agreements with Assignor’s shareholders in effect immediately prior to the Share Exchange without further action by the Assignor or Assignee.
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| 3i U.S. Growth Partners L.P. |
361 | 3,018,835.2259 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 12/20/07 (Affiliate as party)
Subscription Agreement dated 12/20/07 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| 3i U.S. Growth Partners L.P. |
364 | 5,144,430.0799 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 12/20/07 (Affiliate as party)
Stock Purchase Agreement dated 12/20/07 | |||||
| 3i US Growth Healthcare Fund 2008 L.P. |
360 | 3,451,715.7741 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08
Transfer Restriction Letter dated 12/20/07
Subscription Agreement dated 12/20/07 | |||||
| 3i US Growth Healthcare Fund 2008 L.P. |
363 | 5,882,106.5498 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08
Transfer Restriction Letter dated 12/20/07
Subscription Agreement dated 12/20/07 | |||||
| Aisling Capital II, L.P. |
356 | 1,836,734.6939 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Stock Purchase Agreement dated 12/20/07 | ||||||||
| Xxxx Capital Integral Investors 2008, L.P. |
346 | 26,412,990.0500 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Stock Purchase Agreement dated 12/20/07 | |||||
| BCIP Associates – G |
348 | 3,702.2400 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Stock Purchase Agreement dated 12/20/07 | |||||
| BCIP TCV, LLC |
347 | 64,967.7100 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Stock Purchase Agreement dated 12/20/07 | |||||
| Xxxxx, Xxxxxx Xxxxxx |
84 | 44,790.8301 | Letter Agreement dated 03/01/04 | |||||
| Xxxxx, Xxxx |
62 | 13,023.0049 | Rollover Agreement dated 9/19/03 | |||||
| Xxxxxx, Xxxxxxx |
399 | 290,856.7473 | Rollover Agreement dated 09/22/03 | |||||
| DeCherney, G. Stephen |
537 | 80,000.0000 | Agreement & General Release dated 3/2008 | |||||
| Xxxxxxxx Family Limited Partnership |
376 | 161,888.6751 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxx, Xxxxxxx X. |
519 | 232,778.0705 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxx, Xxxxx and Xxxxxx Xxxxx Xxxxxxxx, jointly |
227 | 18,600.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxx, Xxx X. |
79 | 5,947.4979 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxx, Xxx X. |
506 | 40,000.0000 | Rollover Agreement dated 9/16/03 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Xxxxxxxx, Xxx X. |
518 | 54,000.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxx, X. Xxxxxxx |
378 | 16,000.0000 | Rollover Agreement dated 9/16/03 | |||||
| GF Investment Associates LP |
16 | 2,930,485.0000 | Shareholders Agreement dated 1/22/08
Rollover Agreement dated 8/28/09
Amended and Restated Registration Rights Agreement dated 1/22/08 | |||||
| GFEF Limited Partnership |
14 | 42,227.2354 | Shareholders Agreement dated 1/22/08
Rollover Agreement dated 8/28/03
Amended and Restated Registration Rights Agreement dated 1/22/08 | |||||
| Xxxxxxxx Family Foundation, The |
12 | 163,556.1936 | Shareholders Agreement dated 1/22/08
Rollover Agreement dated 8/28/03
Amended and Restated Registration Rights Agreement dated 1/22/08 | |||||
| Xxxxxxxx Family Limited Partnership |
13 | 713,699.7539 | Shareholders Agreement dated 1/22/08
Rollover Agreement dated 8/28/03
Amended and Restated Registration Rights Agreement dated 1/22/08 | |||||
| Xxxxxxxx, Xxxxxx X., CBE |
329 | 21,076.0000 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Restricted Stock Purchase Agreement dated 9/25/03 | |||||
| Xxxxxxxx, Xxxxxx X., CBE |
333 | 994,861.9910 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Xxxxxxxx, Xxxxxx X., CBE |
343 | 80,000.0000 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Restricted Stock Purchase Agreement dated 9/25/03 | |||||
| Xxxxxxxx, Xxxxxx X., CBE |
345 | 1,436,806.6461 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Stock Purchase Agreement dated 12/20/07 | |||||
| Xxxxxxxx, Xxxxxx X., Ph.D. |
3 | 13,082,084.8318 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Xxxxxxxx, Xxxxxx X., Ph.D. |
4 | 5,720,665.2743 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Restricted Stock Purchase Agreement dated 9/25/03 | |||||
| Xxxxxxxx, Xxxxxx X., Ph.D. |
5 | 5,138.0090 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Xxxxxxxx, Xxxxxx X., Ph.D. |
177 | 480,352.6456 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Xxxxxxxx, Xxxx X. |
9 | 767,459.1879 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Xxxxxxxx, Xxxx X. |
178 | 3,568.4988 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Greeff, Oppel, Family Trust, The |
233 | 362,709.4510 | Rollover Agreement dated 9/25/03 | |||||
| Gross, Xxxxx Xxxxxxxx |
528 | 39,678.7326 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Rollover Agreement dated 8/28/03 | |||||
| Xxxxxxx, Xxxx Xxxxxxx & Xxxxxxx X. Xxxxxxx JTWROS |
368 | 38,570.4814 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxx, Xxxxxxx X. |
340 | 12,427.1619 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxx, Xxxxxxx X. |
369 | 11,593.8478 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxx, Xxxxxxx X., CUST Xxxxx X. Xxxxxxx UNIF XXXX MIN ACT NC |
69 | 11,568.4988 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxx, Xxxxxxx X., CUST Xxxxxx X. Xxxxxxx UNIF XXXX MIN ACT NC |
68 | 12,757.9984 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxx, Xxxxxxx X., CUST Xxxxxx Xxxxx Xxxxxxx UNIF XXXX MIN ACT NC |
70 | 10,280.5136 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxxxx X. Xxxx |
532 | 43,322.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxx Xxxxx |
531 | 18,322.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxx Xxxxx, TTEE U/A DTD 11/24/99 Xxxx Xxxxx Xxxx Trust |
372 | 54,000.0000 | Rollover Agreement dated 9/16/03 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Xxxx, Xxxxx X. |
342 | 12,427.1618 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X. |
533 | 53,554.8454 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X., as custodian for Xxxxxxx Grove Xxxx under Nevada’s Uniform Act on Transfers to Minors |
336 | 1,467.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X., as custodian for Xxxxxxx Grove Xxxx under Nevada’s Uniform Act on Transfers to Minors |
501 | 1,956.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X., as custodian for Xxxxxxx Grove Xxxx under Nevada’s Uniform Act on Transfers to Minors |
530 | 1,678.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X., as custodian for Xxxxxx Xxxxx Xxxx under Nevada’s Uniform Act on Transfers to Minors |
523 | 1,956.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxx X., as custodian for Xxxxxx Xxxxx Xxxx under Nevada’s Uniform Act on Transfers to Minors |
529 | 1,678.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxxxxx |
341 | 12,427.1619 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxxxxx |
373 | 69,959.8453 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxxxxx |
534 | 3,044.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxx, Xxx X. |
73 | 6,542.2477 | Rollover Agreement dated 9/16/03 | |||||
| Perseus-Xxxxx BioPharmaceutical Fund, LP |
357 | 413,202.3064 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Subscription Agreement dated 9/17/03 | |||||
| Xxxxxxx, Xxxxxxx X. |
344 | 200,012.0000 | Shareholders Agreement dated 1/22/08
transferred under Restricted Stock Purchase Agreement dated 9/25/03 | |||||
| Xxxxxxx, Xxxx X. |
511 | 45,000.0000 | Agreement & General Release dated 12/31/07 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Xxxxxxx, Xxxxxx Xxxxxxx |
512 | 45,000.0000 | Agreement & General Release dated 12/31/07 | |||||
| Xxxxxxxx, Xxxxxx |
238 | 42,376.2346 | Rollover Agreement dated 9/22/03 | |||||
| Xxxxx Xxxxxx XXX FBO Xxxx X. Xxxx |
375 | 140,000.0000 | Rollover Agreement dated 9/16/03 | |||||
| Xxxxxxxxxx, Xxxxxxxx Xxxx |
480 | 70,310.5816 | Rollover Agreement dated 09/22/03 | |||||
| Temasek Life Sciences Private Limited |
362 | 11,271,069.0249 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Equity Commitment Letter dated 08/28/03 (Affiliate as party)
Subscription Agreement dated 8/28/03 | |||||
| TPG Quintiles Holdco II LLC |
367 | 400,000.0000 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 1/22/08 (Affiliate as party)
Assignment Agreement dated 1/22/08 from Affiliate party to Subscription Agreement dated 12/20/07 | |||||
| TPG Quintiles Holdco II LLC |
513 | 16,901,294.8415 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 1/22/08 (Affiliate as party)
Assignment Agreement dated 1/22/08 from Affiliate that is party to Stock | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| Purchase Agreement dated 12/20/07 | ||||||||
| TPG Quintiles Holdco III LLC |
366 | 816,326.5306 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 1/22/08 (Affiliate as party)
Assignment Agreement dated 1/22/08 from Affiliate that is party to Stock Purchase Agreement dated 12/20/07 | |||||
| TPG Quintiles Holdco IV LLC |
514 | 100,000.0000 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Transfer Restriction Letter dated 1/22/08 (Affiliate as party)
Assignment Agreement dated 1/22/08 from Affiliate party to Subscription Agreement dated 12/20/07 | |||||
| Outstanding Shares | ||||||||
| Shareholder Name |
Cert. No. |
Number of Shares |
Assigned Agreements | |||||
| TPG Quintiles Holdco LLC |
358 | 8,264,038.6279 | Shareholders Agreement dated 1/22/08
Amended and Restated Registration Rights Agreement dated 1/22/08
Management Rights Letter dated 1/22/08 (Affiliate as party)
Equity Commitment Letter dated 8/28/03 (Affiliate as party)
Subscription Agreement dated 8/28/03 | |||||
| Xxxxxx, Xxxxxxx |
234 | 63,686.0016 | Rollover Agreement dated 9/19/03 | |||||
| Xxxxxx, Xxxxxxx |
491 | 26,525.8409 | Subscription Agreement dated 09/18/03 | |||||
Schedule B
Assigned Independent Director Indemnification Agreements
| 1. | Independent Director Indemnification Agreement by and between Quintiles Transnational Corp. and Xxxx X. Xxxxxxxxx |
| 2. | Independent Director Indemnification Agreement by and between Quintiles Transnational Corp. and Xxxxxxx Xxxxxxxxx |
