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JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement"), dated as of March 2,
2001, by and among INVERESK RESEARCH GROUP LIMITED, a corporation organized
under the laws of Scotland ("Parent"), INVERESK RESEARCH (CANADA) INC., a
corporation organized under the laws of Canada and a wholly owned subsidiary of
Parent ("Inveresk Canada"), INDIGO ACQUISITION CORP., a Delaware corporation and
wholly owned subsidiary of Inveresk Canada ("Purchaser"), CANDOVER INVESTMENTS
PLC, a UK public limited company ("Candover Investments"), CANDOVER PARTNERS
LIMITED, a UK limited company ("Candover Partners") and CANDOVER 1997 FUND (the
"1997 Fund").
WHEREAS, the parties to this Agreement desire to provide for the joint
filing of the Statement on Schedule 13D with respect to the shares of common
stock, par value $.01 per share, of Clintrials Research Inc., with the
Securities and Exchange Commission and any other applicable authorities or
parties and any amendments thereto and desire to provide for the inclusion of
this Agreement as an Exhibit to the Statement on Schedule 13D.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements set forth herein and therein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Joint Filing. Pursuant to Rule 13d-1(f) promulgated under
the Securities Exchange Act of 1934, as amended, the parties hereby agree to the
joint filing of the Statement on Schedule 13D with respect to the shares of
common stock, par value $.01 per share, of Clintrials Research Inc., with the
Securities and Exchange Commission and any other applicable authorities or
parties. The parties hereto further agree that this Agreement be included as an
Exhibit to the Statement on Schedule 13D. In addition, each party to this
Agreement agrees to file jointly any and all subsequent amendments to such
Statement on Schedule 13D and expressly authorizes each other party hereto to
file the same on its behalf as such filing party deems necessary or appropriate,
until such time as a party hereto shall notify the others in writing of its
desire to terminate this Agreement.
Section 2. Miscellaneous.
(a) All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:
(A) if to any or all of Parent, Purchaser or Inveresk Canada,
to them in care of:
Inveresk Research Group Limited
Elphinstone Research Xxxxxx
Xxxxxxx, Xxxx Xxxxxxx XX00 0XX
Xxxxxxxx, Xxxxxx Xxxxxxx
Facsimile: 44 1875 614 555
Attention: Xxxxxxx X. Xxxxxx
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with a copy to:
Xxxxxxxx Chance Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
(B) if to the 1997 Fund, Candover Partners or Candover
Investments, to them in care of:
Candover Investments plc
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
(d) This Agreement constitutes the entire agreement, and
supersedes all prior agreements and understandings, whether written and oral,
among the parties hereto with respect to the subject matter hereof.
(e) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.
(f) Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties, and any such purported assignment shall be null and void. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by, the parties and their respective successors
and assigns, and the provisions of this Agreement are not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.
(g) If any term, provision, covenant or restriction herein is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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(h) Each of the parties hereto acknowledge and agrees that in
the event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (i) will waive, in any
action for specific performance, the defense of adequacy of a remedy at law and
(ii) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity, to compel specific performance of this Agreement.
(i) No amendment, modification or waiver in respect to this
Agreement shall be effective unless it shall be in writing and signed by each
party hereto.
(j) All fees and expenses incurred by any one party hereto
shall be borne by the party incurring such fees and expenses.
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IN WITNESS WHEREOF, Parent, Inveresk Canada, Purchaser, Candover
Investments, Candover Partners and the 1997 Fund have caused this Agreement to
be duly executed and delivered as of the date first written above.
INVERESK RESEARCH GROUP LIMITED
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Executive
INVERESK RESEARCH (CANADA) INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Director, President and
Secretary
INDIGO ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
[Signatures Continued on Next Page]
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CANDOVER INVESTMENTS PLC
By: /s/ X.X. Xxxx
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Name: X.X. Xxxx
Title: Authorized Signatory
CANDOVER PARTNERS LIMITED
By: /s/ X.X. Xxxx
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Name: X.X. Xxxx
Title: Authorized Signatory
CANDOVER 1997 FUND
for and on behalf
of Candover Partners
Limited as general
partner
By: /s/ X.X. Xxxx
------------------------------------
Name: X.X. Xxxx
Title: Authorized Signatory
