10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 000-21244

PAREXEL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2776269
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
195 West Street Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(781) 487-9900

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	ý	Accelerated Filer	¨
Non-accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of April 30, 2013, there were 56,849,330 shares of common stock outstanding.

PAREXEL INTERNATIONAL CORPORATION

INDEX

Part I. Financial Information	2
Item 1. Financial Statements	2
Condensed Consolidated Balance Sheets (Unaudited): March 31, 2013 and June 30, 2012	2
Condensed Consolidated Statements Of Income and Comprehensive Income (Unaudited): Three and Nine Months Ended March 31, 2013 and 2012	3
Condensed Consolidated Statements Of Cash Flows (Unaudited): Nine Months Ended March 31, 2013 and 2012	4
Notes To Condensed Consolidated Financial Statements (Unaudited)	5
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	17
Item 3. Quantitative And Qualitative Disclosures About Market Risk	29
Item 4. Controls And Procedures	30
Part II. Other Information	31
Item 1. Legal Proceedings	31
Item 1a. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5. Other Information	42
Item 6. Exhibits	43
Signatures	44
Exhibit Index	45

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

	March 31, 2013			June 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	198,613		$	213,579
Marketable securities	89,747			—
Billed and unbilled accounts receivable, net	651,027			649,217
Prepaid expenses	18,154			20,657
Deferred tax assets	38,641			37,159
Income taxes receivable	11,327			—
Other current assets	29,020			22,352
Total current assets	1,036,529			942,964
Property and equipment, net	211,820			207,778
Goodwill	305,429			255,455
Other intangible assets, net	92,379			70,004
Non-current deferred tax assets	8,911			13,885
Long-term income taxes receivable	11,564			15,585
Other assets	27,323			26,485
Total assets	$	1,693,955		$	1,532,156
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	10,002		$	5,003
Accounts payable	48,554			50,783
Deferred revenue	366,854			331,488
Accrued expenses	36,906			44,780
Accrued employee benefits and withholdings	133,856			120,368
Current deferred tax liabilities	17,395			14,998
Income taxes payable	—			3,644
Other current liabilities	12,670			12,310
Total current liabilities	626,237			583,374
Long-term debt, net of current portion	386,394			211,784
Non-current deferred tax liabilities	31,115			24,678
Long-term income tax liabilities	45,435			50,008
Long-term deferred revenue	28,584			28,226
Other liabilities	24,266			24,411
Total liabilities	1,142,031			922,481
Stockholders’ equity:
Preferred stock	—			—
Common stock	571			601
Additional paid-in capital	152,139			279,535
Retained earnings	424,609			358,678
Accumulated other comprehensive loss	(25,395		)	(29,139		)
Total stockholders’ equity	551,924			609,675
Total liabilities and stockholders’ equity	$	1,693,955		$	1,532,156

The accompanying notes are an integral part of the consolidated financial statements.

2

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Service revenue	$	454,493		$	355,992		$	1,271,314		$	1,003,897
Reimbursement revenue	68,958			56,037			197,794			156,592
Total revenue	523,451			412,029			1,469,108			1,160,489
Direct Costs	311,917			241,445			892,646			691,718
Reimbursable out-of-pocket expenses	68,958			56,037			197,794			156,592
Selling, general and administrative	88,038			67,159			229,975			192,506
Depreciation	15,773			15,166			46,030			44,199
Amortization	2,891			2,198			6,018			6,542
Restructuring (benefit) charge	(732		)	1,807			(1,150		)	5,669
Total costs and expenses	486,845			383,812			1,371,313			1,097,226
Income from operations	36,606			28,217			97,795			63,263
Interest income	806			1,250			2,940			4,009
Interest expense	(3,392		)	(3,152		)	(8,363		)	(9,598		)
Miscellaneous income (expense)	1,813			(4,373		)	2,053			(2,856		)
Total other expense	(773		)	(6,275		)	(3,370		)	(8,445		)
Income before income taxes	35,833			21,942			94,425			54,818
Provision for income taxes	6,309			(927		)	28,494			9,448
Net income	$	29,524		$	22,869		$	65,931		$	45,370
Earnings per common share
Basic	$0.51			$0.38			$1.12			$0.76
Diluted	$0.50			$0.38			$1.10			$0.75
Shares used in computing earnings per common share
Basic	58,024			59,652			58,942			59,319
Diluted	59,074			60,494			60,005			60,272
Comprehensive income (Note 4)	$	13,118		$	36,181		$	69,675		$	13,386

The accompanying notes are an integral part of the consolidated financial statements.

3

PAREXEL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Nine Months Ended
	March 31, 2013			March 31, 2012
Cash flow from operating activities:
Net income	$	65,931		$	45,370
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	52,048			50,741
Stock-based compensation	8,103			8,236
Excess tax benefit from stock-based compensation	(3,830		)	—
(Benefit) provision for losses on receivables, net	(196		)	738
Deferred income taxes	8,262			(9,384		)
Other non-cash items	(333		)	604
Changes in operating assets and liabilities, net of effects from acquisition	21,752			59,661
Net cash provided by operating activities	151,737			155,966
Cash flow from investing activities:
Acquisition of business, net of cash acquired	(74,731		)	—
Purchase of marketable securities	(90,525		)	(53,647		)
Purchase of property and equipment	(50,101		)	(38,163		)
Proceeds from sale of assets	1,670			—
Proceeds from note receivable	659			—
Net cash used in investing activities	(213,028		)	(91,810		)
Cash flow from financing activities:
Proceeds from issuance of common stock	12,054			8,263
Payments for share repurchase	(150,032		)	—
Excess tax benefit from stock-based compensation	3,830			—
Borrowings under credit agreement/facility	595,000			168,000
Repayments under credit agreement/facility	(415,000		)	(183,750		)
Payments for deferred financing costs	(1,231		)	—
Repayments under other debt	—			(842		)
Net cash provided by (used in) financing activities	44,621			(8,329		)
Effect of exchange rate changes on cash and cash equivalents	1,704			(14,992		)
Net (decrease) increase in cash and cash equivalents	(14,966		)	40,835
Cash and cash equivalents at beginning of period	213,579			89,056
Cash and cash equivalents at end of period	$	198,613		$	129,891
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	7,261		$	8,782
Income taxes, net of refunds	$	30,369		$	7,038

The accompanying notes are an integral part of the consolidated financial statements.

4

PAREXEL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of PAREXEL International Corporation (“PAREXEL,” “the Company,” “we,” “our” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position and results of operations as of March 31, 2013 and for the three and nine months ended March 31, 2013 and 2012 have been included. Operating results for the three and nine months ended March 31, 2013 are not necessarily indicative of the results that may be expected for other quarters or the entire fiscal year. For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 10-K”) filed with the Securities and Exchange Commission on August 27, 2012.

We reclassified $10.4 million of non-current deferred tax assets to current deferred tax assets for the period ended June 30, 2012. This change had no impact on total deferred tax assets. We also reclassified $3.2 million of deferred financing costs from other assets to long-term debt, net of current portion for the period ended June 30, 2012 as a contra-debt balance. We evaluated the quantitative and qualitative aspects of these adjustments and determined the corrections were not material. These reclassifications had no impact on our results of operations or statement of cash flow for the fiscal year ended June 30, 2012.

Recently Issued Accounting Standards

In December 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a company to disclose information about offsetting and related arrangements to enable readers of its financial statements to understand the effects of those arrangements on its financial position. ASU 2011-11 is effective for fiscal years beginning after January 1, 2013. In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” ASU 2013-01 was issued to limit the scope of ASU 2011-11 to derivatives (including bifurcated embedded derivatives), repurchase and reverse repurchase arrangements, and securities borrowing and lending transactions. The disclosures are effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. Entities should provide the disclosures required by this ASU retrospectively for all comparative periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 amends Topic 350 to allow a company to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. A company is not required to determine the fair value of the indefinite-lived intangible asset unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires reporting and disclosure about changes in accumulated other comprehensive income (AOCI) balances and reclassifications out of AOCI. ASU 2013-02 is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

5

NOTE 2 – ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions

Our condensed consolidated financial statements include the operating results of acquired entities from their respective dates of acquisition. Transaction costs of $0.4 million associated with the Liquent, Inc. (“Liquent”) acquisition for the nine months ended March 31, 2013 were expensed as incurred.

LIQUENT ACQUISITION

On December 21, 2012, we acquired all of the outstanding equity securities of Liquent, a leading global provider of Regulatory Information Management (RIM) solutions for total cash consideration of approximately $74.7 million. By combining Liquent with our Perceptive Informatics (“Perceptive”) segment, we intend to strengthen our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire product lifecycle of a life sciences entity. We expect the acquisition also will benefit the PAREXEL Consulting and Medical Communications Services (“PCMS”) business, where we will be able to leverage Liquent’s significant expertise in regulatory information management outsourcing.

The acquisition was initially funded through a new $100.0 million unsecured term loan agreement (the 2012 Term Loan) with Bank of America, N.A. (defined as “Bank of America” in Note 9) (see Note 9).

We accounted for this acquisition as a business combination in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” We allocate the amounts that we pay for each acquisition to the assets we acquire and liabilities we assume based on their fair values at the dates of acquisition, including identifiable intangible assets. We base the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions determined by management and which consider management's best estimates of inputs and assumptions that a market participant would use. We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, and estimated useful lives, could result in different purchase price allocations and amortization expense in current and future periods than those determined by the Company.

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,731
Preliminary allocation of consideration transferred:
Accounts receivable	$	8,687
Other current and non-current assets	547
Property and equipment	1,382
Definite-lived intangible assets	32,600
Goodwill	51,449
Total assets acquired	94,665
Current liabilities	5,403
Deferred revenue, current	2,830
Deferred tax liabilities	11,701
Total liabilities assumed	19,934
Net assets acquired:	$	74,731

The amounts above represent the preliminary fair value estimates as of March 31, 2013 and are subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates, mainly as it relates to accounting for income taxes. We expect to complete our accounting for the Liquent acquisition in our fiscal quarter ending June 30, 2013.

The goodwill of $51.4 million arising from the Liquent acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our Perceptive segment and is non-deductible for tax purposes.

6

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollar amounts in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	21,500	11
Technology	7,800		8
Trade name	2,800		8
Backlog	500		1
Total	$	32,600

HERON ACQUISITION

On April 30, 2013, we acquired all of the outstanding equity securities of the Heron Group LTD (“Heron”), a life sciences consultancy which provides evidence-based commercialization services to support biopharmaceutical companies throughout the lifecycle of their products. The purchase price was approximately $24.0 million, plus the potential for us to pay an additional $14.2 million over a twenty-six month period if specific financial targets for Heron are achieved. The acquisition was funded through use of existing cash. Heron's results of operations will be included in our PCMS segment.

The transaction will be accounted for using the acquisition method of accounting which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The acquisition related disclosures required by FASB ASC 805 cannot be made as the initial accounting for the business transaction is incomplete. Key financial data such as the determination of the fair value of the assets acquired and liabilities assumed is not yet available.

Goodwill and Other Intangible Assets

The goodwill balance of $305.4 million included in our accompanying consolidated balance sheet as of March 31, 2013 reflects the additions arising from the Liquent acquisition and a decrease of $1.5 million related to the impact of changes in foreign currency exchange rates used for translation for the nine month period ending March 31, 2013. The other intangible assets, net balance of $92.4 million reflects the additions arising from the Liquent acquisition, a decrease of $4.2 million related to the impact of changes in foreign currency exchange rates, and amortization expense of $6.0 million for the nine month period ended March 31, 2013.

NOTE 3 – EQUITY AND EARNINGS PER SHARE

We have authorized five million shares of preferred stock at $0.01 par value. As of March 31, 2013 and June 30, 2012, we had no shares of preferred stock issued and outstanding.

As of March 31, 2013 and June 30, 2012, we had authorized 150 million and 75 million shares of common stock, with a $0.01 par value, respectively. As of March 31, 2013 and June 30, 2012, we had 57,078,056 and 60,147,007 shares of common stock issued and outstanding, respectively.

In December 2012, we increased the maximum number of shares available for awards under our 2010 Stock Incentive Plan from two million to five million shares.

7

We compute basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options and restricted stock awards/units. The following table outlines the basic and diluted earnings per common share computations:

(in thousands, except per share data)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Net income attributable to common stock	$	29,524	$	22,869	$	65,931	$	45,370
Weighted average number of shares outstanding, used in computing basic earnings per share	58,024		59,652		58,942		59,319
Dilutive common stock equivalents	1,050		842		1,063		953
Weighted average number of shares outstanding used in computing diluted earnings per share	59,074		60,494		60,005		60,272
Basic earnings per share	$0.51		$0.38		$1.12		$0.76
Diluted earnings per share	$0.50		$0.38		$1.10		$0.75
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	717		1,869		396		2,209

Share Repurchase Plan

In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200 million of our common stock to be financed with cash on hand, cash generated from operations, existing credit facilities, or new financing.  The Program does not obligate us to acquire any particular dollar value or number of shares of common stock, and it can be modified, extended, suspended or discontinued at any time.  There is no set expiration date for the Program.

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “September Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), for an aggregate purchase price of $50 million . Pursuant to the September Agreement, during the three months ended March 31, 2013, we finalized the settlement of our first $50 million accelerated share repurchase program and received an additional 234,898 shares representing the final shares delivered by JPMorgan. These shares are in addition to the initial 1,328,462 shares of our common stock delivered to us on September 20, 2012.

On March 15, 2013, we entered into a second accelerated share repurchase agreement (the “March Agreement”) to purchase shares of our common stock from JPMorgan for an aggregate purchase price of $50 million. Pursuant to the March Agreement, on March 15, 2013, we paid an additional $50 million to JPMorgan and received from JPMorgan 1,044,932 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $38.28 per share, which was the closing price of our common stock on March 15, 2013. These repurchased shares have been canceled and restored to the status of authorized and unissued shares. At the March Agreement maturity, approximately four months after the date we authorized the second accelerated share repurchase program, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the March Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the $50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the nine months ended March 31, 2013, we purchased 1,645,604 shares of our common stock in the open market under the Program at an average price of $31.16 per share. As of March 31, 2013, approximately $48.7 million remained available under the Program for the purchase of additional shares.

8

NOTE 4 – COMPREHENSIVE INCOME

Comprehensive income has been calculated in accordance with FASB ASC 220, “Comprehensive Income.” Comprehensive income was as follows:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Net income	$	29,524		$	22,869		$	65,931		$	45,370
Unrealized loss on derivative instruments	(1,067		)	(245		)	(1,117		)	(1,370		)
Currency translation adjustments	(15,339		)	13,557			4,861			(30,614		)
Comprehensive income	$	13,118		$	36,181		$	69,675		$	13,386

The unrealized loss on derivative instruments is net of $0.7 million of taxes for each of the three and nine months ended March 31, 2013 and net of $0.1 million and $0.5 million of taxes for the three and nine months ended March 31, 2012, respectively.

NOTE 5 – STOCK-BASED COMPENSATION

We account for stock-based compensation according to FASB ASC 718, “Compensation—Stock Compensation.” The classification of compensation expense within the consolidated statements of income is presented in the following table:

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Direct costs	$	531	$	418	$	1,310	$	1,347
Selling, general and administrative	2,137		2,333		6,793		6,889
Total stock-based compensation	$	2,668	$	2,751	$	8,103	$	8,236

NOTE 6 – RESTRUCTURING CHARGES

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies (the “2011 Restructuring Plan”). The 2011 Restructuring Plan focused primarily on the Early Phase business and corporate functions. The total cost of the 2011 Restructuring Plan was approximately $14.7 million and included the elimination of approximately 150 managerial and staff positions.

We recorded the following charges (benefits) to our restructuring plans:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
2011 Restructuring Plan
Employee severance	$	—		$	1,966		$	(159	)	$	5,378
Facilities-related and other	(732		)	(105		)	(991		)	1,359
Total 2011 Plan	$	(732	)	$	1,861		$	(1,150	)	$	6,737
2010 Restructuring Plan
Employee severance	$	—		$	—		$	—		$	(984	)
Facilities-related	—			(54		)	—			(84		)
Total 2010 Plan	$	—		$	(54	)	$	—		$	(1,068	)
Total All Plans	$	(732	)	$	1,807		$	(1,150	)	$	5,669

9

Current activity charged against restructuring accruals is presented in the following table.

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								March 31, 2013
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,703	)	$	22
Facilities-related charges and other	3,663		(991		)	(1,439		)	1,233
2010 Restructuring Plan
Facilities-related charges	642		—			(132		)	510
Pre-2010 Plans
Facilities-related charges	1,585		—			(338		)	1,247
Total	$	7,774	$	(1,150	)	$	(3,612	)	$	3,012

The balances are included in accrued expenses and other non-current liabilities on our condensed consolidated balance sheets.

NOTE 7 – SEGMENT INFORMATION

We have three reporting segments: Clinical Research Services (“CRS”), PCMS and Perceptive.

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We aggregate Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® randomization and trial supply management ("RTSM"), IMPACT^® clinical trials management systems ("CTMS"), DataLabs^® electronic data capture ("EDC"), web-based portals, systems integration, electronic patient reported outcomes ("ePRO"), and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide eClinical solutions for our clients.

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other income (expense), and income tax expense in segment profitability. We attribute revenue to individual countries based upon the revenue earned in the respective countries; however, inter-segment transactions are not included in service revenue. Furthermore, PAREXEL has a global infrastructure supporting its business segments, and therefore, assets are not identified by reportable segment.

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Our segment results are as follows:

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Service revenue
CRS	$	342,387	$	263,372	$	960,134	$	746,652
PCMS	50,611		43,301		148,236		117,404
Perceptive	61,495		49,319		162,944		139,841
Total service revenue	$	454,493	$	355,992	$	1,271,314	$	1,003,897
Direct costs
CRS	$	246,882	$	188,520	$	709,463	$	539,111
PCMS	30,424		25,101		88,563		68,663
Perceptive	34,611		27,824		94,620		83,944
Total direct costs	$	311,917	$	241,445	$	892,646	$	691,718
Gross profit
CRS	$	95,505	$	74,852	$	250,671	$	207,541
PCMS	20,187		18,200		59,673		48,741
Perceptive	26,884		21,495		68,324		55,897
Total gross profit	$	142,576	$	114,547	$	378,668	$	312,179

NOTE 8 – INCOME TAXES

We determine our global provision for corporate income taxes in accordance with FASB ASC 740, “Income Taxes.” We recognize our deferred tax assets and liabilities based upon the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Further, we follow a methodology in which we identify, recognize, measure and disclose in our financial statements the effects of any uncertain tax return reporting positions that we have taken or expect to take. The methodology is based on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances. Our quarterly effective income tax rate contains management's estimates of our annual projected profitability in the various taxing jurisdictions in which we operate. Since the statutory tax rates differ in the jurisdictions in which we operate, changes in the distribution of profits and losses may have a significant impact on our effective income tax rate.

As of March 31, 2013, we had $46.6 million of gross unrecognized tax benefits, of which $14.7 million would impact the effective tax rate if recognized. As of June 30, 2012, we had $53.8 million of gross unrecognized tax benefits, of which $10.0 million would impact the effective tax rate if recognized. The reserves for unrecognized tax positions primarily relate to exposures for income tax matters such as changes in the jurisdiction in which income is taxable. The $7.2 million net decrease in gross unrecognized tax benefits is primarily attributable to the expiration of statutes of limitation in Europe, Africa and the United States, and a settlement with tax authorities in Asia.

As of March 31, 2013, we anticipate that the liability for unrecognized tax benefits for uncertain tax positions could decrease by approximately $1.3 million over the next twelve months primarily as a result of the expiration of statutes of limitation and settlements with tax authorities.

We recognize interest and penalties related to income tax matters in income tax expense. As of March 31, 2013, $5.0 million of gross interest and penalties were included in our liability for unrecognized tax benefits. As of June 30, 2012, $6.1 million of gross interest and penalties were included in our liability for unrecognized tax benefits. Income tax expense recorded for the nine months ended March 31, 2013 and 2012 includes a benefit of approximately $1.0 million and $1.6 million, respectively, for interest and penalties.

We are subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. All material U.S. federal, state, and local income tax matters through 2005 have been concluded with the respective taxing authority. Substantially all material foreign income tax matters have been concluded for all years through 2000 with the respective taxing authority.

For the three and nine months ended March 31, 2013, we had effective income tax rates of 17.6% and 30.2%, respectively. The tax rates for the three and nine months ended March 31, 2013 were lower than the statutory rate of 35% primarily as a result of the reinstatement of the "look-through" provision of the U.S. tax code effective January 2, 2013. The reinstatement of the “look-through” provision, as well as the favorable effect of statutory rates applicable to income earned outside the United States,

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reduced the projected annual effective tax rate to a level below the expected statutory rate. These reductions were partially offset in the tax rate for the nine months ended March 31, 2013 by the limitation of certain compensation-related deductions. The tax rate for the three months ended March 31, 2013 was further reduced by a release of accrued interest and penalties on income tax exposures as a result of the expiration of statutes of limitation in Europe and Africa and a reduction in U.S. state deferred tax valuation allowances.

For the three and nine months ended March 31, 2012, we had effective income tax rates of (4.2)% and 17.2%, respectively. The tax rates for these periods were lower than the statutory rate primarily as a result of a benefit recorded in the first quarter of fiscal year 2012 related to a reduction in the statutory tax rate in the United Kingdom, a benefit recorded in the third quarter of fiscal year 2012 resulting from the release of income tax reserves and associated reserves for interest and penalties due to settlements with tax authorities and the expiration of statutes of limitation in Europe, as well as the effect of a lower projected annual effective tax rate for Fiscal Year 2012 on both the three and nine month periods. The projected annual effective tax rate is also lower than the expected statutory rate because of the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate.

NOTE 9–CREDIT AGREEMENTS

2013 Credit Agreement

On March 22, 2013, we, certain of our subsidiaries, Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swingline Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), J.P. Morgan Securities LLC (“JPM Securities”), HSBC Bank USA, National Association (“HSBC”) and U.S. Bank, National Association (“US Bank”), as Joint Lead Arrangers and Joint Book Managers, JPMorgan Chase Bank N.A. (“JPMorgan”), HSBC and US Bank, as Joint Syndication Agents, and the other lenders party thereto entered into an amended and restated agreement (the “2013 Credit Agreement”) providing for a five-year term loan of $200 million and a revolving credit facility in the amount of up to $300 million, plus additional amounts of up to $200 million of loans to be made available upon our request subject to specified terms and conditions. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $75 million and for the issuance of standby letters of credit of up to a sublimit of $10 million.

On March 22, 2013, we drew down $107.5 million under the 2013 Credit Agreement resulting in total outstanding borrowings of $400 million as of March 31, 2013. We used the proceeds of the borrowing (i) to repay outstanding amounts under our existing four short-term credit facilities with each of Bank of America, HSBC, TD Bank, N.A. and US Bank (collectively, the “Short Term Credit Facilities”), (ii) for stock repurchases and (iii) for other general corporate purposes.

The obligations under the 2013 Credit Agreement are guaranteed by certain of our material domestic subsidiaries, and the obligations, if any, of any foreign designated borrower are guaranteed by us and certain of our material domestic subsidiaries.

Borrowings (other than swingline loans) under the 2013 Credit Agreement bear interest, at our determination, at a rate based on either (a) LIBOR plus a margin (not to exceed a per annum rate of 1.750%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) (the “Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 0.50%, and (iii) the one month LIBOR rate plus 1.00% (such highest rate, the “Alternate Base Rate”), plus a margin (not to exceed a per annum rate of 0.750%) based on the Leverage Ratio. Swingline loans in U.S. dollars bear interest calculated at the Alternate Base Rate plus a margin (not to exceed a per annum rate of 0.750%).

Loans outstanding under the 2013 Credit Agreement may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions contained in the 2013 Credit Agreement. The 2013 Credit Agreement terminates and any outstanding loans under it mature on March 22, 2018 (“the Maturity Date”).

Repayment of the principal borrowed under the revolving credit facility (other than a swingline loan) is due on the Maturity Date. Repayment of principal borrowed under the term loan facility is as follows, with the final payment of all amounts outstanding, plus accrued interest, being due on the Maturity Date:

• 1.25% by quarterly term loan amortization payments to be made commencing June 2013 and made prior to June 30, 2015;

• 2.50% by quarterly term loan amortization payments to be made on or after June 30, 2015, but prior to June 30, 2016;

• 5.00% by quarterly term loan amortization payments to be made on or after June 30, 2016, but prior to June 30, 2017;

• 7.50% by quarterly term loan amortization payment to be made on or after June 30, 2017, but prior to the Maturity Date; and

• 37.50% on the Maturity Date

Our obligations under the 2013 Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative

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covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to material indebtedness, defaults relating to such matters as ERISA and judgments, and a change of control default.

The 2013 Credit Agreement contains negative covenants applicable to us and our subsidiaries, including financial covenants requiring us to comply with maximum leverage ratios and minimum interest coverage ratios, as well as restrictions on liens, investments, indebtedness, fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including stock repurchases exceeding an agreed to percentage of consolidated net income), and transactions with affiliates. As of March 31, 2013, we were in compliance with all covenants under the 2013 Credit Agreement.

In connection with the 2013 Credit Agreement, we agreed to pay a commitment fee on the revolving loan commitment calculated as a percentage of the unused amount of the revolving loan commitment at a per annum rate of up to 0.350% (based on the Leverage Ratio). To the extent there are letters of credit outstanding under the 2013 Credit Agreement, we will pay letter of credit fees plus a fronting fee and additional charges. We also paid various customary fees to secure this arrangement, which are being amortized using the effective interest method over the life of the debt.

As of March 31, 2013, we had $200 million of principal borrowed under the revolving credit facility and $200 million of

principal under the term loan. The outstanding amounts are presented net of debt issuance cost of approximately $3.6 million in our consolidated balance sheets. We have borrowing availability of $100 million under the revolving credit facility.

In September 2011, we entered into an interest rate swap agreement and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, the interest rate swap and cap agreements hedged principal under our 2011 Credit Agreement, as discussed below. The interest rate swap and cap agreements now hedge a portion of the principal under our 2013 Credit Agreement. Specifically, principal in the amount of $100.0 million under our 2013 Credit Agreement has been hedged with the interest rate swap agreement and carries a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million has been hedged with the interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, our debt under the 2013 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.73%. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income.

2012 Term Loan and Facilities

On December 20, 2012, we entered into a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013. The 2012 Term Loan was used to fund our acquisition of Liquent (see Note 2).

The 2012 Term Loan consisted of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012 and was scheduled to mature on June 30, 2013. Borrowings made under the 2012 Term Loan bore interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to EBITDA for the preceding twelve months (the “2012 Term Loan Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the 2012 Term Loan Leverage Ratio. As of March 31, 2013, all outstanding amounts under the 2012 Term Loan were fully repaid with the proceeds from the 2013 Credit Agreement.

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC, TD Bank, N.A., and US Bank, each in the amount of $25.0 million (collectively, the “2013 Facilities”). The key terms of the 2013 Facilities were substantially the same as the 2012 Term Loan, including the loan maturities on June 30, 2013, except that there were no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds of the 2013 Facilities were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, Bank of America released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

As of March 31, 2013, all outstanding amounts under the 2013 Facilities were fully repaid with the proceeds from the 2013 Credit Agreement.

2011 Credit Agreement

On June 30, 2011, we entered into the 2011 Credit Agreement providing for a five-year term loan of $100 million and a five-year revolving credit facility in the principal amount of up to $300 million. The borrowings all carried a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (such margin not to exceed a per annum rate of 1.75%).

On March 22, 2013, the 2011 Credit Agreement was amended and restated in its entirety by the 2013 Credit Agreement. All amounts outstanding under the 2011 Credit Agreement immediately prior to the execution of the 2013 Credit Agreement were deemed to be outstanding under the terms and conditions of the 2013 Credit Agreement.

As discussed above, in September 2011, we entered into an interest rate swap and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, principal in the amount of $100.0 million under the 2011 Credit Agreement had been

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hedged with an interest rate swap agreement and carried a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million had been hedged with an interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, the interest rate swap and cap agreements hedge a portion of the outstanding principal under our 2013 Credit Agreement.

During the nine months ended March 31, 2013, we made principal payments of $2.5 million on the term loan under the 2011 Credit Agreement.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2.00% and 4.00%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.00% and 2.00%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $55.7 million and $63.4 million at March 31, 2013 and June 30, 2012, respectively, and was included in cash and cash equivalents.

NOTE 10 – COMMITMENTS, CONTINGENCIES AND GUARANTEES

As a result of our 2013 Credit Agreement, the future minimum debt obligations are as follows:

(in thousands)	FY 2013		FY 2014		FY 2015		FY 2016		FY 2017		Thereafter		Total
Debt obligations (principal)	$	2,500	$	10,000	$	12,500	$	25,000	$	45,000	$	305,000	$	400,000

As of March 31, 2013, we had approximately $39.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

Our 2013 Credit Agreement is guaranteed by certain of our U.S. subsidiaries.

We have letter-of-credit agreements with banks totaling approximately $8.8 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial statements.

NOTE 11 – DERIVATIVES

We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and foreign currency exchange rate risk. Accordingly, we have instituted interest rate and foreign currency hedging programs that are accounted for in accordance with ASC 815, “Derivatives and Hedging.”

• Our interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. We swap the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. We also employ an interest rate cap that compensates us if variable interest rates rise above a pre-determined rate. Our interest rate contracts are designated as hedging instruments.

• Our foreign currency hedging program is a cash flow hedge program designed to minimize foreign currency exchange rate volatility due to the foreign currency exchange exposure related to intercompany transactions. This program was expanded in the first quarter of our fiscal year ended June 30, 2013 in order to reduce the impact of foreign exchange rate risk on our gross margin. We primarily utilize forward currency exchange contracts and cross-currency swaps with maturities of no more than 12 months. These contracts are designated as hedging instruments.

We also enter into other economic hedges to mitigate foreign currency exchange risk and interest rate risk related to intercompany and significant external transactions. These contracts are not designated as hedges in accordance with ASC 815.

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The following table presents the notional amounts and fair values of our derivatives as of March 31, 2013 and June 30, 2012. All asset and liability amounts are reported in other current assets, other current liabilities, and other liabilities in our consolidated balance sheets.

(in thousands)	March 31, 2013					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	37,234	$	495		$	—	$	—
Cross-currency swap contracts	26,909		384			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,102		)	150,000		(2,415		)
Foreign exchange contracts	69,450		(3,170		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	283,593	$	(4,393	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	34,114	$	476		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	43,922		(2,620		)	43,405		(4,544		)
Foreign exchange contracts	12,382		(602		)	100,815		(213		)
Total non-designated derivatives	$	90,418	$	(2,746	)	$	144,220	$	(4,757	)
Total derivatives	$	374,011	$	(7,139	)	$	319,326	$	(9,869	)

We record the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated balance sheet, net of deferred taxes, and any ineffective portion to miscellaneous income (expense) in our consolidated statements of income. The gains (losses) recognized in other comprehensive income (loss), net of taxes, are presented below:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	155		$	(105	)	$	281		$	(517	)
Foreign exchange contracts, net of taxes	(1,963		)	—			(1,736		)	—
Cross-currency swap contracts, net of taxes	741			(140		)	338			(853		)
Total designated derivatives	$	(1,067	)	$	(245	)	$	(1,117	)	$	(1,370	)

Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. The estimated net amount of the existing losses that are expected to be reclassified into earnings within the next twelve months is $3.2 million.

The change in the fair value of derivatives not designated as hedging instruments under ASC 815 is recorded to miscellaneous income (expense) on the consolidated statements of income. The gains (losses) recognized are presented below:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013		March 31, 2012
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	2,051		$	(667	)	$	1,924	$	(3,782	)
Foreign exchange contracts	(347		)	1,469			87		209
Total non-designated derivatives	$	1,704		$	802		$	2,011	$	(3,573	)

NOTE 12–FAIR VALUE MEASUREMENTS

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We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value and provides guidance for measuring fair value and expands disclosures about fair value measurements. ASC 820 seeks to enable the reader of financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

• Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

◦ quoted prices for similar assets and liabilities in active markets

◦ quoted prices for identical or similar assets or liabilities in markets that are not active

◦ observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

◦ inputs that are derived principally from or corroborated by observable market data by correlation or other means

• Level 3 – Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of March 31, 2013:

(in thousands)	Level 1		Level 2			Level 3		Total
Interest rate derivative instruments	$	—	$	(4,722	)	$	—	$	(4,722	)
Foreign currency exchange contracts	—		(2,417		)	—		(2,417		)
Total	$	—	$	(7,139	)	$	—	$	(7,139	)

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of June 30, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

Cash equivalents are measured at quoted prices in active markets. These investments are considered cash equivalents due to the short maturity (less than 90 days) of the investments.

The marketable securities are held in foreign government treasury certificates that are actively traded and have original maturities over 90 days but less than one year. As of March 31, 2013, we had marketable securities of $89.7 million. Our marketable securities are classified as held-to-maturity based on our intent and ability to hold the securities to maturity and are recorded at amortized cost, which is not materially different than fair value. Interest and dividends related to these securities are reported as a component of interest income in our consolidated statements of income.

Interest rate derivative instruments are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation.

Foreign currency exchange contracts are measured at fair value using a market approach valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by leading third-party financial news and data providers. This is observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2.

For the nine months ended March 31, 2013, there were no transfers among Level 1, Level 2, or Level 3 categories. Additionally, there were no changes in the valuation techniques used to determine the fair values of our Level 2 or Level 3 assets or liabilities.

The carrying value of our short-term and long-term debt approximates fair value because all of the debt bears variable rate interest.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information discussed below is derived from the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. The financial information set forth and discussed below is unaudited but, in the opinion of management, includes all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of such information. Our results of operations for a particular quarter may not be indicative of results expected during subsequent fiscal quarters or for the entire fiscal year.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained in this report regarding our strategy, future operations, financial position, future revenue, projected costs, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “appears,” “intends,” “may,” “plans,” “projects,” “would,” “could,” “should,” “targets,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations expressed or implied in our forward-looking statements. There are a number of important factors that could cause actual results, levels of activity, performance or events to differ materially from those expressed or implied in the forward-looking statements we make. These important factors are described under the heading “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the Securities and Exchange Commission on August 27, 2012 (the “2012 10-K”), and under “Risk Factors” set forth in Part II, Item 1A below. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed herein may not occur and our actual performance and results may vary from those anticipated or otherwise suggested by such statements. You are cautioned not to place undue reliance on these forward-looking statements. Although we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, even if our estimates change, and you should not rely on those forward-looking statements as representing our views as of any date subsequent to the date of this quarterly report.

OVERVIEW

We are a leading biopharmaceutical services company, providing a broad range of expertise in clinical research, clinical logistics, medical communications, consulting, commercialization and advanced technology products and services to the worldwide pharmaceutical, biotechnology, and medical device industries. Our primary objective is to provide quality solutions for managing the biopharmaceutical product lifecycle with the goal of reducing the time, risk, and cost associated with the development and commercialization of new therapies. Since our incorporation in 1983, we have developed significant expertise in processes and technologies supporting this strategy. Our product and service offerings include: clinical trials management, observational studies and patient/disease registries, data management, biostatistical analysis, epidemiology, health economics / outcomes research, pharmacovigilance, medical communications, clinical pharmacology, patient recruitment, clinical supply and drug logistics, post-marketing surveillance, regulatory and product development and commercialization consulting, health policy and reimbursement consulting, performance improvement, medical imaging services, ClinPhone^® randomization and trial supply management services (“RTSM”), DataLabs^® electronic data capture ("EDC"), IMPACT^® clinical trials management systems ("CTMS"), web-based portals, systems integration, patient diary applications, and other product development services. We believe that our comprehensive services, depth of therapeutic area expertise, global footprint and related access to patients, and sophisticated information technology, along with our experience in global drug development and product launch services, represent key competitive strengths.

We have three reporting segments: Clinical Research Services (“CRS”), PAREXEL Consulting and Medical Communications Services (“PCMS”), and Perceptive Informatics (“Perceptive”).

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We have aggregated Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

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• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® RTSM, IMPACT^® CTMS, DataLabs^® EDC, web-based portals, systems integration, electronic patient reported outcomes ("ePRO") and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide an eClinical solution for our clients.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and other financial information. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

BUSINESS COMBINATIONS

Business combinations are accounted for under the acquisition method of accounting. Allocating the purchase price requires us to estimate the fair value of various assets acquired and liabilities assumed, including contingent consideration to be paid if specific financial targets are achieved. We are responsible for determining the appropriate valuation model and estimated fair values, and in doing so, we consider a number of factors, including information provided by an outside valuation advisor. We primarily establish fair value using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates.

For further information on our other critical accounting policies, please refer to the consolidated financial statements and footnotes thereto included in the 2012 10-K.

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RESULTS OF OPERATIONS

ANALYSIS BY SEGMENT

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other charges, interest income (expense), miscellaneous income (expense), and income tax expense (benefit) in segment profitability. We attribute revenue to individual countries based upon external and internal contractual arrangements. Inter-segment transactions are not included in service revenue. Furthermore, we have a global infrastructure supporting our business segments, and therefore, we do not identify assets by reportable segment. Service revenue, direct costs and gross profit on service revenue for the three and nine months ended March 31, 2013 and 2012 were as follows:

(in thousands)	Three Months Ended
	March 31, 2013		March 31, 2012		Increase $		Increase %
Service revenue
CRS	$	342,387	$	263,372	$	79,015	30.0	%
PCMS	50,611		43,301		7,310		16.9	%
Perceptive	61,495		49,319		12,176		24.7	%
Total service revenue	$	454,493	$	355,992	$	98,501	27.7	%
Direct costs
CRS	$	246,882	$	188,520	$	58,362	31.0	%
PCMS	30,424		25,101		5,323		21.2	%
Perceptive	34,611		27,824		6,787		24.4	%
Total direct costs	$	311,917	$	241,445	$	70,472	29.2	%
Gross profit
CRS	$	95,505	$	74,852	$	20,653	27.6	%
PCMS	20,187		18,200		1,987		10.9	%
Perceptive	26,884		21,495		5,389		25.1	%
Total gross profit	$	142,576	$	114,547	$	28,029	24.5	%

(in thousands)	Nine Months Ended
	March 31, 2013		March 31, 2012		Increase $		Increase %
Service revenue
CRS	$	960,134	$	746,652	$	213,482	28.6	%
PCMS	148,236		117,404		30,832		26.3	%
Perceptive	162,944		139,841		23,103		16.5	%
Total service revenue	$	1,271,314	$	1,003,897	$	267,417	26.6	%
Direct costs
CRS	$	709,463	$	539,111	$	170,352	31.6	%
PCMS	88,563		68,663		19,900		29.0	%
Perceptive	94,620		83,944		10,676		12.7	%
Total direct costs	$	892,646	$	691,718	$	200,928	29.0	%
Gross profit
CRS	$	250,671	$	207,541	$	43,130	20.8	%
PCMS	59,673		48,741		10,932		22.4	%
Perceptive	68,324		55,897		12,427		22.2	%
Total gross profit	$	378,668	$	312,179	$	66,489	21.3	%

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Three Months EndedMarch 31, 2013 Compared With Three Months EndedMarch 31, 2012:

Revenue

Service revenue increased by $98.5 million, or 27.7%, to $454.5 million for the three months ended March 31, 2013 from $356.0 million for the same period in 2012. On a geographic basis, service revenue (in millions) was distributed as follows:

	Three Months Ended				Three Months Ended
	March 31, 2013				March 31, 2012
Region	Service Revenue		% of Total		Service Revenue		% of Total
The Americas	$	231.1	50.8	%	$	165.7	46.5	%
Europe, Middle East & Africa	$	161.8	35.6	%	$	140.3	39.4	%
Asia/Pacific	$	61.6	13.6	%	$	50.0	14.1	%

For the three months ended March 31, 2013 compared with the same period in 2012, service revenue in the Americas increased by $65.4 million, or 39.5%; Europe, Middle East & Africa service revenue increased by $21.5 million, or 15.3%; and Asia/Pacific service revenue increased by $11.6 million, or 23.2%. Revenue growth in all regions was attributable to higher demand for services in all of our reporting segments and the impact of our strategic partnership wins. The conversion of backlog to revenue has increased as projects have matured and moved from the startup phases to ongoing monitoring activities. The higher levels of service revenue growth in the Americas region was primarily due to increased activity in the Phase II-III/PACE business and revenue from our acquisition of Liquent, Inc. (“Liquent”)

On a segment basis, CRS service revenue increased by $79.0 million, or 30.0%, to $342.4 million for the three months ended March 31, 2013 from $263.4 million for the three months ended March 31, 2012. The increase was primarily attributable to a $75.0 million increase in Phase II-III/PACE business and a $4.0 million increase in our Early Phase business; offset in part by a $2.2 million negative impact from foreign currency exchange rate movements. The Phase II-III/PACE increases were due to our past success in winning new business awards, the formation of strategic partnership relationships, and acceleration of backlog conversion into revenue through the efforts of a larger and more productive employee base. The increase in Early Phase was due to improvements in our win rate among small clients combined with success in winning additional strategic partner relationships.

PCMS service revenue increased by $7.3 million, or 16.9%, to $50.6 million for the three months ended March 31, 2013 from $43.3 million for the same period in 2012. Higher service revenue was due to an increase in Consulting Services associated with growth in start-up Phase II-III activities and increased strategic compliance work. Service revenue from our medical communications business declined by $1.2 million compared with the same period in 2012.

Perceptive service revenue increased by $12.2 million, or 24.7%, to $61.5 million for the three months ended March 31, 2013 from $49.3 million for the three months ended March 31, 2012. The continued growth in Perceptive service revenue was primarily due to $9.3 million of revenue from the acquisition of Liquent. Service revenue for the quarter ended March 31, 2013 also benefited from increased services provided to some of our strategic partners.

Reimbursement revenue consists of reimbursable out-of-pocket expenses incurred on behalf of and reimbursable by clients. Reimbursement revenue does not yield any gross profit to us, nor does it have an impact on our net income.

Direct Costs

Direct costs increased by $70.5 million, or 29.2%, to $311.9 million for the three months ended March 31, 2013 from $241.4 million for the three months ended March 31, 2012. As a percentage of total service revenue, direct costs increased to 68.6% from 67.8% for the respective periods.

On a segment basis, CRS direct costs increased by $58.4 million, or 31.0%, to $246.9 million for the three months ended March 31, 2013 from $188.5 million for the three months ended March 31, 2012. This increase resulted primarily from higher levels of clinical trial activity and increased labor costs associated with headcount growth and higher overall compensation levels. As a percentage of CRS service revenue, CRS direct costs increased to 72.1% for the three months ended March 31, 2013 from 71.6% for the same period in 2012 due primarily to ongoing integration of more than 1,900 new employees since March 31, 2012 in response to new business wins. The initial productivity levels of new employees are generally lower than experienced staff.

PCMS direct costs increased by $5.3 million, or 21.2%, to $30.4 million for the three months ended March 31, 2013 from $25.1 million for the three months ended March 31, 2012. This increase was primarily due to increased headcount and labor costs in our consulting business due to increased demand for these services. As a percentage of PCMS service revenue, PCMS direct costs increased to 60.1% from 58.0% for the respective periods as a result of higher labor costs associated with consulting services and short-term investments directed at better positioning the business for continued growth.

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Perceptive direct costs increased by $6.8 million, or 24.4%, to $34.6 million for the three months ended March 31, 2013 from $27.8 million for the three months ended March 31, 2012 due primarily to the inclusion of Liquent direct costs and an increase in medical imaging "read" expenses associated with higher volume. As a percentage of Perceptive service revenue, Perceptive direct costs decreased to 56.3% for the three months ended March 31, 2013 from 56.4% for the same period in 2012.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expense increased to $88.0 million for the three months ended March 31, 2013 from $67.2 million for the three months ended March 31, 2012. This $20.8 million increase was due to the inclusion of Liquent SG&A costs (approximately $5.0 million), an increase in legal charges related to disputes (approximately $1.1 million), with the remaining increase primarily due to an increase in fixed and variable compensation costs attributable to the larger employee base needed to support business growth. As a percentage of service revenue, SG&A expense increased to 19.4% of service revenue for the three months ended March 31, 2013 compared with 18.9% of service revenue for the three months ended March 31, 2012.

Depreciation and Amortization

Depreciation and amortization expense increased by $1.3 million, or 7.5%, to $18.7 million for the three months ended March 31, 2013 from $17.4 million for the three months ended March 31, 2012 primarily due to the increase in amortization expense from the increase in intangible assets from the Liquent acquisition. As a percentage of service revenue, depreciation and amortization expense was 4.1% for the three months ended March 31, 2013 compared with 4.9% for the same period in 2012. This lower percentage of depreciation and amortization expense was mainly due to revenue growth.

Restructuring Charge

Our restructuring plans were substantially completed by the end of the third quarter of our Fiscal Year 2012. During the three months ended March 31, 2013, we recorded a $0.7 million benefit in restructuring charges for adjustments to facility-related charges due to a favorable lease breakage settlement.

Income from Operations

Income from operations increased to $36.6 million for the three months ended March 31, 2013 from $28.2 million for the same period in 2012. Income from operations as a percentage of service revenue, or operating margin, increased to 8.1% from 7.9% for the respective periods. This increase in operating margin was due primarily to lower depreciation expense and restructuring charges as a percentage of service revenue growth.

Other Expense

We recorded net other expense of $0.8 million for the three months ended March 31, 2013 compared with $6.3 million for the three months ended March 31, 2012. The $5.5 million reduction in net other expense was primarily due to a $6.2 million increase in miscellaneous income, mainly as a result of unrealized foreign currency exchange gains recorded for the three months ended March 31, 2013 compared with unrealized foreign currency exchange losses recorded for the three months ended March 31, 2012. The increase in miscellaneous income was partly offset by higher interest expense due to higher net borrowings.

Taxes

For the three months ended March 31, 2013 and 2012, we had effective income tax rates of 17.6% and (4.2)%, respectively. The tax rate for the three months ended March 31, 2013 benefited from the effect of the reinstatement of the “look-through” provisions of the U.S. tax code on the projected annual effective tax rate, a reduction in accrued interest and penalties on income tax exposures as a result of the expiration of statutes of limitation in Europe and Africa, a reduction in U.S. state deferred tax valuation allowances and a favorable distribution of taxable income among lower tax rate foreign jurisdictions and the United States.

The tax benefit for the three months ended March 31, 2012 was primarily the result of a release of income tax reserves and associated reserves for interest and penalties resulting from settlements with tax authorities and the expiration of statutes of limitation in Europe.

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Nine Months EndedMarch 31, 2013 Compared With Nine Months EndedMarch 31, 2012:

Revenue

Service revenue increased by $267.4 million, or 26.6%, to $1,271.3 million for the nine months ended March 31, 2013 from $1,003.9 million for the same period in 2012. On a geographic basis, service revenue was distributed as follows (in millions):

	Nine Months Ended				Nine Months Ended
	March 31, 2013				March 31, 2012
Region	Service Revenue		% of Total		Service Revenue		% of Total
The Americas	$	638.6	50.2	%	$	443.9	44.2	%
Europe, Middle East & Africa	$	450.1	35.4	%	$	408.3	40.7	%
Asia/Pacific	$	182.6	14.4	%	$	151.7	15.1	%

For the nine months ended March 31, 2013 compared with the same period in 2012, service revenue in the Americas increased by $194.7 million, or 43.9%; Europe, Middle East & Africa service revenue increased by $41.8 million, or 10.2%; and Asia/Pacific service revenue increased by $30.9 million, or 20.4%. Revenue growth in all regions was attributable to higher demand for services in all of our reporting segments and the impact of our strategic partnership wins. The conversion of backlog to revenue has increased as projects have matured and moved from the startup phases to ongoing monitoring activities. The higher levels of service revenue growth in the Americas region was due to increased activity in the Phase II-III/PACE business and revenue from our acquisition of Liquent.

On a segment basis, CRS service revenue increased by $213.5 million, or 28.6%, to $960.1 million for the nine months ended March 31, 2013 from $746.7 million for the same period in 2012. The increase was primarily attributable to a $205.1 million increase in Phase II-III/PACE business and an $8.4 million increase in our Early Phase business. These increases were partly offset by a $9.9 million negative impact from foreign currency exchange rate movements. The Phase II-III/PACE increases were due to our past success in winning new business awards, the formation of strategic partnership relationships, and acceleration of backlog conversion into revenue through the efforts of a larger and more productive employee base. The revenue increase in our Early Phase business was due to improvements in our win rate among small clients combined with success in winning additional strategic partner relationships.

PCMS service revenue increased by $30.8 million, or 26.3%, to $148.2 million for the nine months ended March 31, 2013 from $117.4 million for the same period in 2012. Higher service revenue was due primarily to a $35.4 million increase in consulting services associated with growth in start-up Phase II-III activities and increased strategic compliance work. These increases were partly offset by a $4.6 million decrease in our medical communications and commercialization service revenue.

Perceptive service revenue increased by $23.1 million, or 16.5%, to $162.9 million for the nine months ended March 31, 2013 from $139.8 million for the same period in 2012. The continued growth in Perceptive service revenue was due to higher demand for technology usage in clinical trials and service revenue increased across all departments and $9.7 million in revenue from the operations of Liquent from the acquisition date of December 21, 2012. Service revenue for the nine months ended March 31, 2013 benefited from increased services provided to some of our strategic partners.

Reimbursement revenue consists of reimbursable out-of-pocket expenses incurred on behalf of and reimbursable by clients. Reimbursement revenue does not yield any gross profit to us, nor does it have an impact on net income.

Direct Costs

Direct costs increased by $200.9 million, or 29.0%, to $892.6 million for the nine months ended March 31, 2013 from $691.7 million for the same period in 2012. As a percentage of total service revenue, direct costs increased to 70.2% from 68.9% for the respective periods.

On a segment basis, CRS direct costs increased by $170.4 million, or 31.6%, to $709.5 million for the nine months ended March 31, 2013 from $539.1 million for the same period in 2012. This increase resulted primarily from higher levels of clinical trial activity and increased labor costs associated with headcount growth in CRS. Increased labor costs were also affected by upward pressure on wage rates in certain markets due to labor shortages and an increase in the number of contracted staff needed for projects, in response to recent new business wins. As a percentage of CRS service revenue, CRS direct costs increased to 73.9% from 72.2% for the respective periods.

PCMS direct costs increased by $19.9 million, or 29.0%, to $88.6 million for the nine months ended March 31, 2013 from $68.7 million for the same period in 2012. This increase was primarily due to higher headcount levels and related labor costs in our consulting business due to increased demand for services. The increase was offset in part by a $2.0 million decline of direct costs in the medical communications business due to lower demand. As a percentage of PCMS service revenue, PCMS direct costs increased to 59.7% from 58.5% for the respective periods as a result of higher labor costs associated with consulting services and short-term investments directed at better positioning the business for continued growth.

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Perceptive direct costs increased by $10.7 million, or 12.7%, to $94.6 million for the nine months ended March 31, 2013 from $83.9 million for the same period in 2012 due primarily to the inclusion of Liquent direct costs, an increase in labor costs in existing businesses, and medical imaging "read" expenses associated with higher volume. As a percentage of Perceptive service revenue, Perceptive direct costs decreased to 58.1% from 60.0% for the respective periods due to the impact of shifting resources to low cost countries and better revenue mix.

Selling, General and Administrative

SG&A expense increased to $230.0 million for the nine months ended March 31, 2013 from $192.5 million for the same period in 2012. This $37.5 million increase was due primarily to the addition of Liquent SG&A costs, an increase in fixed and variable compensation costs attributable to the larger employee base needed to support business growth, and an increase in rent and other office-related expenses. As a percentage of service revenue, SG&A expense decreased to 18.1% of service revenue for the nine months ended March 31, 2013 compared with 19.2% of service revenue for the nine months ended March 31, 2012. This decrease was due to leveraging of our revenue growth, effective cost management, and the benefits of past restructuring activities.

Depreciation and Amortization

Depreciation and amortization expense increased slightly to $52.0 million for the nine months ended March 31, 2013 from $50.7 million for the same period in 2012. As a percentage of service revenue, depreciation and amortization expense was 4.1% and 5.1% for the nine months ended March 31, 2013 and 2012, respectively. As a percentage of revenue, the decline in depreciation and amortization expense was mainly due to revenue growth.

Restructuring Charge

Our restructuring plans were completed by March 2012. For the nine months ended March 31, 2012, we recorded $5.7 million in restructuring charges, including $4.4 million in employee separation benefits associated with the elimination of managerial and staff positions, $1.0 million in costs related to the abandonment of certain property leases, and $0.3 million in other charges. During the nine months ended March 31, 2013, we recorded a $1.2 million net reduction in restructuring charges for adjustments to facility-related charges under our previously announced restructuring plans.

Income from Operations

Income from operations increased to $97.8 million for the nine months ended March 31, 2013 from $63.3 million for the same period in 2012. This increase in operating margin was due primarily to better management of our SG&A expenses and lower restructuring charges. Income from operations as a percentage of service revenue, or operating margin, increased to 7.7% from 6.3% for the respective periods. This increase in operating margin also benefited from lower depreciation and amortization as a percentage of service revenue growth.

Other Expense

We recorded net other expense of $3.4 million for the nine months ended March 31, 2013 compared with net other expense of $8.4 million for the same period in 2012. The $5.0 million decrease in net other expense was primarily driven by a $4.9 million increase in miscellaneous income, mainly as a result of net foreign currency exchange gains recorded during the nine months ended March 31, 2013 compared with net foreign currency exchange losses recorded during the nine months ended March 31, 2012.

Taxes

For the nine months ended March 31, 2013 and 2012, we had effective income tax rates of 30.2% and 17.2%, respectively. The tax rate for the nine months ended March 31, 2013 was reduced by the effect of the reinstatement of the “look-through” provisions of the U.S. tax code on the projected annual effective tax rate, a reduction in accrued interest and penalties on income tax exposures as a result of the expiration of statutes of limitation in Europe and Africa, a reduction in U.S. state deferred tax valuation allowances and a favorable distribution of taxable income among lower tax rate foreign jurisdictions and the United States. These reductions were offset in part by the limitation of certain compensation-related deductions.

The tax rate for the nine months ended March 31, 2012 benefited from a release of income tax reserves and associated reserves for interest and penalties resulting from settlements with tax authorities and the expiration of statutes of limitation in Europe which was recorded in the third quarter of fiscal year 2012.

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LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations and growth with cash flow from operations, proceeds from the sale of equity securities, and credit facilities. Investing activities primarily reflect the costs of capital expenditures for property and equipment as well as the funding of business acquisitions and the purchases of marketable securities. As of March 31, 2013, we had cash and cash equivalents and marketable securities of approximately $288.4 million, of which the majority is held in foreign countries since excess cash generated in the U.S. is primarily used to repay our debt obligations. Foreign cash balances include unremitted foreign earnings, which are invested indefinitely outside of the U.S. Our cash and cash equivalents are held in deposit accounts and money market funds, which provide us with immediate and unlimited access to the funds. Repatriation of funds to the U.S. from non-U.S. entities may be subject to taxation or certain legal restrictions. Nevertheless, most of our cash resides in countries with few or no such legal restrictions.

DAYS SALES OUTSTANDING

Our operating cash flow is heavily influenced by changes in the levels of billed and unbilled receivables and deferred revenue. These account balances as well as days sales outstanding (“DSO”) in accounts receivable, net of deferred revenue, can vary based on contractual milestones and the timing and size of cash receipts. We calculate DSO by adding the end-of-period balances for billed and unbilled account receivables, net of deferred revenue (short-term and long-term) and the provision for losses on receivables, then dividing the resulting amount by the sum of total revenue plus investigator fees billed for the most recent quarter, and multiplying the resulting fraction by the number of days in the quarter. The following table presents the DSO, accounts receivable balances, and deferred revenue as of and for the three months ended March 31, 2013 and June 30, 2012:

(in millions)	March 31, 2013		June 30, 2012
Billed accounts receivable, net	$	405.0	$	397.4
Unbilled accounts receivable, net	246.0		251.8
Total accounts receivable	651.0		649.2
Deferred revenue	395.4		359.7
Net receivables	$	255.6	$	289.5
DSO (in days)	36		49

The decrease in DSO for the three months ended March 31, 2013 compared with the three months ended June 30, 2012, was primarily due to increased turnover in reimbursement revenue, favorable billing milestones, the impact of a more robust system, and an ongoing focus on billing and collection efforts.

CASH FLOWS

Net cash provided by operating activities was $151.7 million for the nine months ended March 31, 2013 compared with net cash provided by operating activities of $156.0 million for the nine months ended March 31, 2012. The $4.2 million decrease in operating cash flows was primarily due to higher payments on accrual balances during the nine months ended March 31, 2013, most notably payments made under our incentive compensation plan.

Net cash used in investing activities was $213.0 million for the nine months ended March 31, 2013 compared with $91.8 million for the nine months ended March 31, 2012. The increase in cash used in investing activities of $121.2 million was primarily due to $74.7 million in cash used to acquire Liquent, increased investments in marketable securities of $36.9 million and greater investments in property and equipment of $11.9 million.

Net cash provided by financing activities was $44.6 million for the nine months ended March 31, 2013 compared with net cash used in financing activities of $8.3 million for the nine months ended March 31, 2012. The $53.0 million increase in cash provided was primarily due to additional borrowings on new and existing facilities to fund our acquisition of Liquent and our share repurchases during the nine months ended March 31, 2013.

CREDIT AGREEMENTS

2013 Credit Agreement

On March 22, 2013, we, certain of our subsidiaries, Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swingline Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), J.P. Morgan Securities LLC (“JPM Securities”), HSBC Bank USA, National Association (“HSBC”) and U.S. Bank, National Association (“US Bank”), as

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Joint Lead Arrangers and Joint Book Managers, JPMorgan Chase Bank N.A. (“JPMorgan”), HSBC and US Bank, as Joint Syndication Agents, and the other lenders party thereto entered into an amended and restated agreement (the “2013 Credit Agreement”) providing for a five-year term loan of $200 million and a revolving credit facility in the amount of up to $300 million, plus additional amounts of up to $200 million of loans to be made available upon our request subject to specified terms and conditions. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $75 million and for the issuance of standby letters of credit of up to a sublimit of $10 million.

On March 22, 2013, we drew down $107.5 million under the 2013 Credit Agreement resulting in total outstanding borrowings of $400 million as of March 31, 2013. We used the proceeds of the borrowing (i) to repay outstanding amounts under our existing four short-term credit facilities with each of Bank of America, HSBC, TD Bank, N.A. and US Bank (collectively, the “Short Term Credit Facilities”), (ii) for stock repurchases and (iii) for other general corporate purposes.

The obligations under the 2013 Credit Agreement are guaranteed by certain of our material domestic subsidiaries, and the obligations, if any, of any foreign designated borrower are guaranteed by us and certain of our material domestic subsidiaries.

Borrowings (other than swingline loans) under the 2013 Credit Agreement bear interest, at our determination, at a rate based on either (a) LIBOR plus a margin (not to exceed a per annum rate of 1.750%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) (the “Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 50 basis points, and (iii) the one month LIBOR rate plus 100 basis points (such highest rate, the “Alternate Base Rate”), plus a margin (not to exceed a per annum rate of 0.750%) based on the Leverage Ratio. Swingline loans in U.S. dollars bear interest calculated at the Alternate Base Rate plus a margin (not to exceed a per annum rate of 0.750%).

Loans outstanding under the 2013 Credit Agreement may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions contained in the 2013 Credit Agreement. The 2013 Credit Agreement terminates and any outstanding loans under it mature on March 22, 2018 (“the Maturity Date”).

Repayment of the principal borrowed under the revolving credit facility (other than a swingline loan) is due on the Maturity Date. Repayment of principal borrowed under the term loan facility is as follows, with the final payment of all amounts outstanding, plus accrued interest, being due on the Maturity Date:

• 1.25% by quarterly term loan amortization payments to be made commencing June 2013 and made prior to June 30, 2015;

• 2.50% by quarterly term loan amortization payments to be made on or after June 30, 2015, but prior to June 30, 2016;

• 5.00% by quarterly term loan amortization payments to be made on or after June 30, 2016, but prior to June 30, 2017;

• 7.50% by quarterly term loan amortization payment to be made on or after June 30, 2017, but prior to the Maturity Date; and

• 37.50% on the Maturity Date

Our obligations under the 2013 Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to material indebtedness, defaults relating to such matters as ERISA and judgments, and a change of control default.

The 2013 Credit Agreement contains negative covenants applicable to us and our subsidiaries, including financial covenants requiring us to comply with maximum leverage ratios and minimum interest coverage ratios, as well as restrictions on liens, investments, indebtedness, fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including stock repurchases exceeding an agreed to percentage of consolidated net income), and transactions with affiliates. As of March 31, 2013, we were in compliance with all covenants under the 2013 Credit Agreement.

In connection with the 2013 Credit Agreement, we agreed to pay a commitment fee on the revolving loan commitment calculated as a percentage of the unused amount of the revolving loan commitment at a per annum rate of up to 0.350% (based on the Leverage Ratio). To the extent there are letters of credit outstanding under the 2013 Credit Agreement, we will pay letter of credit fees plus a fronting fee and additional charges. We also paid various customary fees to secure this arrangement, which are being amortized using the effective interest method over the life of the debt.

As of March 31, 2013, we had $200 million of principal borrowed under the revolving credit facility and $200 million of

principal under the term loan. The outstanding amounts are presented net of debt issuance cost of approximately $3.6 million in our consolidated balance sheets. We have borrowing availability of $100 million under the revolving credit facility.

In September 2011, we entered into an interest rate swap agreement and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, the interest rate swap and cap agreements hedged principal under our 2011 Credit Agreement, as discussed below. The interest rate swap and cap agreements now hedge a portion of the principal under our 2013 Credit Agreement. Specifically, principal in the amount of $100.0 million under our 2013 Credit Agreement has been hedged with the interest rate swap agreement and carries a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of

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$50.0 million has been hedged with the interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, our debt under the 2013 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.73%. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income.

2012 Term Loan and Facilities

On December 20, 2012, we entered into a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013. The 2012 Term Loan was used to fund our acquisition of Liquent (see Note 2).

The 2012 Term Loan consisted of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012 and was scheduled to mature on June 30, 2013. Borrowings made under the 2012 Term Loan bore interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to EBITDA for the preceding twelve months (the “2012 Term Loan Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the 2012 Term Loan Leverage Ratio. As of March 31, 2013, all outstanding amounts under the 2012 Term Loan were fully repaid with the proceeds from the 2013 Credit Agreement.

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC, TD Bank, N.A., and US Bank, each in the amount of $25.0 million (collectively, the “2013 Facilities”). The key terms of the 2013 Facilities were substantially the same as the 2012 Term Loan, including the loan maturities on June 30, 2013, except that there were no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds of the 2013 Facilities were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, Bank of America released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

As of March 31, 2013, all outstanding amounts under the 2013 Facilities were fully repaid with the proceeds from the 2013 Credit Agreement.

2011 Credit Agreement

On June 30, 2011, we entered into the 2011 Credit Agreement providing for a five-year term loan of $100 million and a five-year revolving credit facility in the principal amount of up to $300 million. The borrowings all carried a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (such margin not to exceed a per annum rate of 1.75%).

On March 22, 2013, the 2011 Credit Agreement was amended and restated in its entirety by the 2013 Credit Agreement. All amounts outstanding under the 2011 Credit Agreement immediately prior to the execution of the 2013 Credit Agreement were deemed to be outstanding under the terms and conditions of the 2013 Credit Agreement.

As discussed above, in September 2011, we entered into an interest rate swap and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, principal in the amount of $100.0 million under the 2011 Credit Agreement had been hedged with an interest rate swap agreement and carried a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million had been hedged with an interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, the interest rate swap and cap agreements hedge a portion of the outstanding principal under our 2013 Credit Agreement.

During the nine months ended March 31, 2013, we made principal payments of $2.5 million on the term loan under the 2011 Credit Agreement.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2% and 4%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.0% and 2.0%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally

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pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $55.7 million and $63.4 million at March 31, 2013 and June 30, 2012, respectively, and was included in cash and cash equivalents.

COMMITMENTS, CONTINGENCIES AND GUARANTEES

As a result of our 2013 Credit Agreement, the future minimum debt obligations are as follows:

(in thousands)	FY 2013		FY 2014		FY 2015		FY 2016		FY 2017		Thereafter		Total
Debt obligations (principal)	$	2,500	$	10,000	$	12,500	$	25,000	$	45,000	$	305,000	$	400,000

As of March 31, 2013, we had approximately $39.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

Our 2013 Credit Agreement is guaranteed by certain of our U.S. subsidiaries.

We have letter-of-credit agreements with banks totaling approximately $8.8 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial statements.

FINANCING NEEDS

Our primary cash needs are for operating expenses (such as salaries and fringe benefits, hiring and recruiting, business development and facilities), business acquisitions, capital expenditures, and repayment of principal and interest on our borrowings.

In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200 million of our common stock to be financed with cash on hand, cash generated from operations, existing credit facilities, or new financing.  The Program does not obligate us to acquire any particular dollar value or number of shares of common stock, and it can be modified, extended, suspended or discontinued at any time. There is no set expiration date for the Program. 

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “Septermber Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), for an aggregate purchase price of $50 million. Pursuant to the September Agreement, during the three months ended March 31, 2013, we finalized the settlement of our first $50 million accelerated share repurchase program and received an additional 234,898 shares representing the final shares delivered by JPMorgan. These shares are in addition to the initial 1,328,462 shares of our common stock delivered to us on September 20, 2012.

On March 15, 2013, we entered into a second accelerated share repurchase agreement (the “March Agreement”) to purchase shares of our common stock from JPMorgan for an aggregate purchase price of $50 million. Pursuant to the March Agreement, on March 15, 2013, we paid an additional $50 million to JPMorgan and received from JPMorgan 1,044,932 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $38.28 per share, which was the closing price of our common stock on March 15, 2013. At the March Agreement maturity, approximately four months after the date we authorized the second accelerated share repurchase program, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the $50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the nine months ended March 31, 2013, we purchased 1,645,604 shares in the open market at fair value under the Program at an average price of $31.16 per share. As of March 31, 2013, approximately $48.7 million remained available under the Program for the purchase of additional shares.

In December 2012, we acquired Liquent for $74.7 million. The purchase price was initially funded through the 2012 Term Loan.

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In April 2013, we acquired the Heron Group LTD (“Heron”) for $24.0 million, plus a potential cash payment of up to $14.2 million over a twenty-six month period if specific financial targets for Heron are achieved. The acquisition was funded through use of existing cash.

Our requirements for cash to pay principal and interest on our borrowings will increase significantly in future periods based on amounts borrowed under our 2013 Credit Agreement to refinance prior debt facilities and to provide working capital. Our primary committed external source of funds is the 2013 Credit Agreement, described above. Our principal source of cash is from the performance of services under contracts with our clients. If we are unable to generate new contracts with existing and new clients or if the level of contract cancellations increases, our revenue and cash flow would be adversely affected (see Part II, Item 1A “Risk Factors” for further detail). Absent a material adverse change in the level of our new business bookings or contract cancellations, we believe that our existing capital resources together with cash flow from operations and borrowing capacity under existing credit facilities will be sufficient to meet our foreseeable cash needs over the next twelve months and on a longer term basis. Depending upon our revenue and cash flow from operations, it is possible that we will require external funds to repay amounts outstanding under our 2013 Credit Agreement upon its maturity in 2018.

We expect to continue to acquire businesses that enhance our service and product offerings, expand our therapeutic expertise, and/or increase our global presence. Depending on their size, any future acquisitions may require additional external financing, and we may from time to time seek to obtain funds from public or private issuances of equity or debt securities. We may be unable to secure such financing at all or on terms acceptable to us, as a result of our outstanding borrowings, including our outstanding borrowings under the 2013 Credit Agreement.

Under the terms of the 2013 Credit Agreement, interest rates are fixed based on market indices at the time of borrowing and, depending upon the interest mechanism selected by us, may float thereafter. As a result, the amount of interest payable by us on our borrowings may increase if market interest rates change. However, we expect to mitigate the risk of increasing market interest rates with our hedging programs described below under Part I. Item 3 “Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Exchange Rates and Interest Rates.”

We made capital expenditures of approximately $50.1 million during the nine months ended March 31, 2013, primarily for computer software (including internally developed software), hardware, and leasehold improvements. We expect capital expenditures to total approximately $75 to $80 million for fiscal year ended June 30, 2013, primarily for computer software and hardware and leasehold improvements.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors.

RESTRUCTURING PLANS

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies (the “2011 Restructuring Plan”). The 2011 Restructure Plan focused primarily on the Early Phase business and corporate functions and was completed in the third quarter of Fiscal Year 2012. The total cost of the 2011 Restructuring Plan was approximately $14.7 million and included the elimination of approximately 150 managerial and staff positions. We substantially completed our restructuring activities under this plan in the third quarter of Fiscal Year 2012.

INFLATION

We believe the effects of inflation generally do not have a material adverse impact on our operations or financial condition.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on recently issued accounting standards.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, and other relevant market rates or price changes. In the ordinary course of business, we are exposed to market risk resulting from changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the costs and availability of appropriate financial instruments.

FOREIGN CURRENCY EXCHANGE RATES AND INTEREST RATES

We derived approximately 53.8% of our consolidated service revenue for the nine months ended March 31, 2013 and 59.6% of our consolidated service revenue for the nine months ended March 31, 2012 from operations outside of the United States. In addition, 16.0% of our consolidated service revenue was denominated in Euros and 12.7% was denominated in pounds sterling for the nine months ended March 31, 2013, while 22.1% was denominated in Euros and 11.5% was denominated in pounds sterling for the nine months ended March 31, 2012. We have no significant operations in countries in which the economy is considered to be highly inflationary. Our financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between foreign currencies and the U.S. dollar will affect the translation of financial results into U.S. dollars for purposes of reporting our consolidated financial results.

It is our policy to mitigate the risks associated with fluctuations in foreign exchange rates and in market rates of interest. Accordingly, we have instituted foreign currency hedging programs and an interest rate swap/cap program. See Note 11 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on our hedging programs and interest rate swap program. Our foreign currency hedging program was expanded in the first quarter of our Fiscal Year 2013 in order to reduce the impact of foreign currency exchange rate risk on our gross margin.

As of March 31, 2013, the programs with derivatives designated as hedging instruments under ASC 815 were deemed effective and the notional values of the derivatives were approximately $283.6 million, including interest rate swap and interest rate cap agreements with a total notional value of $150 million executed in connection with the borrowings under our 2011 Credit Agreement. The interest rate swap and interest rate cap agreements now hedge borrowings under our 2013 Credit Agreement. Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. In that event, the unrealized gains and losses related to these derivatives, which are currently reported in accumulated other comprehensive income, would be recognized in earnings. As of March 31, 2013, the estimated amount that could be recognized in earnings was a loss of approximately $2.6 million, net of tax.

As of March 31, 2013, the notional value of derivatives that were not designated as hedging instruments under ASC 815 was approximately $90.4 million.

During the nine months ended March 31, 2013, we recorded foreign currency exchange gains of $0.7 million compared to foreign currency exchange losses of $1.5 million during the same period in 2012. We also have exposure to additional foreign currency exchange rate risk as it relates to assets and liabilities that are not part of the economic hedge or designated hedging programs, but quantification of this risk is difficult to assess at any given point in time.

Our exposure to changes in interest rates relates primarily to the amount of our short-term and long-term debt. Short-term debt was $10.0 million at March 31, 2013 and $5.0 million at June 30, 2012. Long-term debt was $390.0 million at March 31, 2013 and $215.0 million at June 30, 2012. Based on average short-term and long-term debt for the nine months ended March 31, 2013, an increase in the average interest rate of 100 basis points would decrease our pre-tax earnings and cash flows by approximately $2.0 million on an annual basis.

MARKETABLE SECURITIES

During the nine months ended March 31, 2013, we purchased marketable securities in the form of foreign government treasury certificates that are actively traded. We expect to hold these securities to maturity. As of March 31, 2013, they are recorded at their amortized cost of $89.7 million, which is not materially different than fair value. Since the counterparty is a stable sovereign and due to the relatively short terms of maturity (less than one year), we do not believe that these investments are at high risk of default. Nevertheless, these investments are still at risk for changes in market rates and prices.

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ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2013, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, have a material impact on our consolidated financial statements.

ITEM 1A. RISK FACTORS

In addition to other information in this report, the following risk factors should be considered carefully in evaluating our company and our business. These important factors could cause our actual results to differ materially from those indicated by forward-looking statements made in this report, including in the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other forward-looking statements that we may make from time to time. If any of the following risks occur, our business, financial condition, or results of operations would likely suffer.

The following discussion includes 13 amendments to the risk factors included in the 2012 10-K:

• “We face risks arising from the restructuring of our operations;”

• “Our business is subject to international economic, political, and other risks that could negatively affect our results of operations or financial position;”

• “Our operating results have fluctuated between quarters and years and may continue to fluctuate in the future, which could affect the price of our common stock;”

• “Backlog may not result in revenue and the rate at which backlog converts into revenue may be slower than historical conversion rates;”

• “Our revenue and earnings are exposed to foreign currency exchange rate fluctuations, which has substantially affected our operating results;”

• “Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets;”

• “Our business has experienced substantial expansion in the past and such expansion and any future expansion could strain our resources if not properly managed;”

• “Because we depend on a small number of industries and clients for all of our business, the loss of business from a significant client could harm our business, revenue and financial condition;”

• “Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and delays in completing our internal controls and financial audits, could have a material adverse effect on our business and stock price;”

• “Our indebtedness may limit cash flow available to invest in the ongoing needs of our business;”

• “Our existing credit facilities contain covenants that limit our flexibility and prevent us from taking certain actions;”

• “Our corporate governance structure, including provisions of our articles of organization, by-laws, as well as Massachusetts law, may delay or prevent a change in control or management that stockholders may consider desirable;” and

• “Our stock price has been, and may in the future be volatile, which could lead to losses by investors.”

Additional risks not currently known to us or other factors not perceived by us to present significant risk to our business at this time also may impair our business operations.

Risks Associated with our Business and Operations

The loss, modification, or delay of large or multiple contracts may negatively impact our financial performance.

Our clients generally can terminate their contracts with us upon 30 to 60 days notice or can delay the execution of services. The loss or delay of a large contract or the loss or delay of multiple contracts could adversely affect our operating results, possibly materially. We have in the past experienced large contract cancellations and delays, which have adversely affected our operating results.

Clients may terminate or delay their contracts for a variety of reasons, including:

• failure of products being tested to satisfy safety requirements;

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• failure of products being tested to satisfy efficacy criteria;

• products having unexpected or undesired clinical results;

• client cost reductions as a result of budgetary limits or changing priorities;

• client decisions to forego a particular study, perhaps for economic reasons;

• merger or potential merger related activities involving the client;

• insufficient patient enrollment in a study;

• insufficient investigator recruitment;

• clinical drug manufacturing problems resulting in shortages of the product;

• product withdrawal following market launch; and

• shut down of manufacturing facilities.

The current economic environment may negatively impact our financial performance as a result of client defaults and other factors.

Our ability to attract and retain clients, invest in and grow our business and meet our financial obligations depends on our operating and financial performance, which, in turn, is subject to numerous factors. In addition to factors specific to our business, prevailing economic conditions and financial, business and other factors beyond our control can also affect us, including, but not limited to, the current sovereign debt crisis concerning certain European countries, including Greece, Italy, Ireland, Portugal, and Spain and related financial restructuring efforts. The world has recently experienced a global macroeconomic downturn, and if global economic and market conditions, or economic conditions in Europe, the United States or other key markets, remain uncertain, persist, or deteriorate further, demand for our services could decline, and we may experience material adverse impacts on our business, operating results, and financial condition. We cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

We are exposed to risks associated with reduced profitability and the potential financial instability of our clients, many of whom may be adversely affected by volatile conditions in the financial markets, the economy in general and disruptions to the demand for health care services and pharmaceuticals. These conditions could cause clients to experience reduced profitability and/or cash flow problems that could lead them to modify, delay or cancel contracts with us, including contracts included in our current backlog.

Some of our clients are not revenue-generating entities at this time and rely upon equity and debt investments and other external sources of capital to meet their cash requirements. Due to the poor condition of the current global economy and other factors outside of our control, these clients may lack the funds necessary to pay outstanding liabilities due to us, despite contractual obligations. For example, in the second quarter of our fiscal year ended June 30, 2009 (“Fiscal Year 2009”), one of our biopharma clients informed us that it had encountered funding difficulties when one of its major investors defaulted on a contractual investment commitment, and that, as a result, the client would be unable to make payments due to us in connection with an on-going service contract for a large Phase III clinical trial. Consequently, we recorded approximately $14.0 million in reserves related to this late-stage trial, including $12.3 million in bad debt reserves. In our fiscal year ended June 30, 2012 (“Fiscal Year 2012”), we recovered $2.3 million of proceeds from the final bankruptcy settlement. It is possible that similar situations could arise in the future, and such defaults could negatively affect our financial performance, possibly materially.

We face risks arising from the restructuring of our operations.

In October 2009, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies. During our fiscal year ended June 30, 2010 (“Fiscal Year 2010”), we recorded $16.8 million in restructuring charges related to this plan, including approximately $11.6 million in employee separation benefits associated with the elimination of 238 managerial and staff positions and $5.2 million in costs related to the abandonment of certain property leases.

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies. The plan focused primarily on the Early Phase business and corporate functions and was completed in the third quarter of Fiscal Year 2012. The total cost of the plan was approximately $14.7 million and included the elimination of approximately 150 managerial and staff positions and the abandonment of certain property leases.

Although we believe that all costs associated with these restructuring plans have been recorded as of March 31, 2013, if we incur additional restructuring charges, our financial condition and results of operations may be adversely impacted.

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Restructuring also presents significant potential risks of consequences that could adversely affect us, including a decrease in employee morale, the failure to achieve targeted cost savings and the failure to meet operational targets and customer requirements due to the loss of employees and any work stoppages that might occur.

The fixed price nature of our contracts could hurt our operating results.

Approximately 90% of our contracts are fixed price. If we fail to accurately price our contracts, or if we experience significant cost overruns that are not recovered from our clients, our gross margins on the contracts would be reduced and we could lose money on contracts. In the past, we have had to commit unanticipated resources to complete projects, resulting in lower gross margins on those projects. We might experience similar situations in the future.

If we are unable to attract suitable investigators and volunteers for our clinical trials, our clinical development business might suffer.

The clinical research studies we run in our CRS segment rely upon the ready accessibility and willing participation of physician investigators and volunteer subjects. Investigators are typically located at hospitals, clinics or other sites and supervise administration of the study drug to patients during the course of a clinical trial. Volunteer subjects generally include people from the communities in which the studies are conducted, and the rate of completion of clinical trials is significantly dependent upon the rate of participant enrollment.

Our clinical research development business could be adversely affected if we were unable to attract suitable and willing investigators or volunteers on a consistent basis. If we are unable to obtain sufficient patient enrollment or investigators to conduct clinical trials as planned, we might need to expend substantial additional funds to obtain access to resources or else be compelled to delay or modify our plans significantly. These considerations might result in our inability to successfully achieve projected development timelines as agreed with sponsors. In rare cases, it potentially may even lead us to recommend that trial sponsors terminate ongoing clinical trials or development of a product for a particular indication.

If our Perceptive business is unable to maintain continuous, effective, reliable and secure operation of its computer hardware, software and internet applications and related tools and functions, its business will be harmed.

Our Perceptive business involves collecting, managing, manipulating and analyzing large amounts of data, and communicating data via the Internet. In our Perceptive business, we depend on the continuous, effective, reliable and secure operation of computer hardware, software, networks, telecommunication networks, Internet servers and related infrastructure. If the hardware or software malfunctions or access to data by internal research personnel or customers through the Internet is interrupted, our Perceptive business could suffer. In addition, any sustained disruption in Internet access provided by third parties could adversely impact our Perceptive business.

Although the computer and communications hardware used in our Perceptive business is protected through physical and software safeguards, it is still vulnerable to fire, storm, flood, power loss, earthquakes, telecommunications failures, physical or software break-ins, and similar events. And while certain of our operations have appropriate disaster recovery plans in place, we currently do not have redundant facilities everywhere in the world to provide IT capacity in the event of a system failure. In addition, the Perceptive software products are complex and sophisticated, and could contain data, design or software errors that could be difficult to detect and correct. If Perceptive fails to maintain and further develop the necessary computer capacity and data to support the needs of our Perceptive customers, it could result in a loss of or a delay in revenue and market acceptance. Additionally, significant delays in the planned delivery of system enhancements or inadequate performance of the systems once they are completed could damage our reputation and harm our business.

Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and acts of terrorism (particularly in areas where we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our business is subject to international economic, political, and other risks that could negatively affect our results of operations or financial position.

We provide most of our services on a worldwide basis. Our service revenue from non-U.S. operations represented approximately 53.8% and 59.6% of total consolidated service revenue for nine month ended March 31, 2013 and 2012, respectively. More specifically, our service revenue from operations in Europe, Middle East and Africa represented 35.4% and 40.7% of total consolidated service revenue for the corresponding periods. Our service revenue from operations in the Asia/Pacific region represented 14.4% and 15.1% of total consolidated service revenue for the corresponding periods. Accordingly, our business is subject to risks associated with doing business internationally, including:

• changes in a specific country’s or region’s political or economic conditions, including Western Europe, in particular;

• potential negative consequences from changes in tax laws affecting our ability to repatriate profits;

• difficulty in staffing and managing widespread operations;

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• unfavorable labor regulations applicable to our European or other international operations;

• changes in foreign currency exchange rates; and

• the need to ensure compliance with the numerous regulatory and legal requirements applicable to our business in each of these jurisdictions and to maintain an effective compliance program to ensure compliance.

Our operating results are impacted by the health of the North American, European and Asian economies, among others. Our business and financial performance may be adversely affected by current and future economic conditions that cause a decline in business and consumer spending, including a reduction in the availability of credit, rising interest rates, financial market volatility and recession.

If we cannot retain our highly qualified management and technical personnel, our business would be harmed.

We rely on the expertise of our Chairman and Chief Executive Officer, Josef H. von Rickenbach, and our President and Chief Operating Officer, Mark A. Goldberg, and it would be difficult and expensive to find qualified replacements with the level of specialized knowledge of our products and services and the biopharmaceutical services industry. While we are a party to an employment agreement with Mr. von Rickenbach, it may be terminated by either party upon notice to the counterparty.

In addition, in order to compete effectively, we must attract and retain qualified sales, professional, scientific, and technical operating personnel. Competition for these skilled personnel, particularly those with a medical degree, a Ph.D. or equivalent degrees, is intense. We may not be successful in attracting or retaining key personnel.

Changes to our computer operating systems, programs or software could adversely impact our business.

We may make changes to our existing computer operating systems, programs and/or software in an effort to increase our operating efficiency and/or deliver better value to our clients. Such changes may cause disruptions to our operations and have an adverse impact on our business in the short term.

Risks Associated with our Financial Results

Our operating results have fluctuated between quarters and years and may continue to fluctuate in the future, which could affect the price of our common stock.

Our quarterly and annual operating results have varied and will continue to vary in the future as a result of a variety of factors. For example, our income from operations totaled $36.6 million for the fiscal quarter ended March 31, 2013, $31.4 million for the fiscal quarter ended December 31, 2012, $29.8 million for the fiscal quarter ended September 30, 2012, $25.5 million for the fiscal quarter ended June 30, 2012, and $28.2 million for the fiscal quarter ended March 31, 2012. Factors that cause these variations include:

• the level of new business authorizations in particular quarters or years;

• the timing of the initiation, progress, or cancellation of significant projects;

• foreign currency exchange rate fluctuations between quarters or years;

• restructuring charges;

• the mix of services offered in a particular quarter or year;

• the timing of the opening of new offices or internal expansion;

• timing, costs and the related financial impact of acquisitions;

• the timing and amount of costs associated with integrating acquisitions;

• the timing and amount of startup costs incurred in connection with the introduction of new products, services or subsidiaries;

• the dollar amount of changes in contract scope finalized during a particular period; and

• the amount of any reserves we are required to record.

Many of these factors, such as the timing of cancellations of significant projects and foreign currency exchange rate fluctuations between quarters or years, are beyond our control.

If our operating results do not match the expectations of securities analysts and investors, the trading price of our common stock will likely decrease.

Backlog may not result in revenue and the rate at which backlog converts into revenue may be slower than historical conversion rates.

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Our backlog is not necessarily a meaningful predictor of future results because backlog can be affected by a number of factors, including the size and duration of contracts, many of which are performed over several years. Additionally, as described above, contracts relating to our clinical development business are subject to early termination by the client, and clinical trials can be delayed or canceled for many reasons, including unexpected test results, safety concerns, regulatory developments or economic issues. Also, the scope of a contract can be reduced significantly during the course of a study. If the scope of a contract is revised, the adjustment to backlog occurs when the revised scope is approved by the client. For these and other reasons, we do not fully realize our entire backlog as service revenue.

In addition, the rate at which our backlog converts into revenue may vary. A slowdown in this conversion rate means that the rate of revenue recognized on contract awards may be less than what we have experienced in the past, particularly in connection with the ramp-up and initiation of strategic partnerships, which could impact our net revenue and results of operations on a quarterly and annual basis. The rate of conversion of backlog from strategic partnerships into revenue in the recent past has been slower than that experienced historically from traditional client contracts.

Our revenue and earnings are exposed to foreign currency exchange rate fluctuations, which has substantially affected our operating results.

We conduct a significant portion of our operations in foreign countries. Because our financial statements are denominated in U.S. dollars, changes in foreign currency exchange rates could have and have had a significant effect on our operating results. For example, as a result of year-over-year foreign currency exchange rate fluctuation, service revenue for the nine months ended March 31, 2013 was negatively impacted by approximately $12.5 million as compared with the same period in the previous year. Exchange rate fluctuations between local currencies and the U.S. dollar create risk in several ways, including:

• Foreign Currency Translation Risk. The revenue and expenses of our foreign operations are generally denominated in local currencies, primarily the pound sterling and the Euro, and are translated into U.S. dollars for financial reporting purposes. For nine months ended March 31, 2013 and 2012, approximately 16.0% and 22.1% of consolidated service revenue, respectively, was from contracts denominated in Euros and service revenue from contracts denominated in pounds sterling was 12.7% and 11.5%, respectively. Accordingly, changes in exchange rates between foreign currencies and the U.S. dollar will affect the translation of foreign results into U.S. dollars for purposes of reporting our consolidated financial results.

• Foreign Currency Transaction Risk. We may be subjected to foreign currency transaction risk when our foreign subsidiaries enter into contracts or incur liabilities denominated in a currency other than the foreign subsidiary's functional (local) currency. To the extent that we are unable to shift the effects of currency fluctuations to our clients, foreign currency exchange rate fluctuations as a result of foreign currency exchange losses could have a material adverse effect on our results of operations.

Although we try to limit these risks through the inclusion of exchange rate fluctuation provisions stated in our service contracts or by hedging transaction risk with foreign currency exchange contracts, we do not succeed in all cases. Even in those cases in which we are successful, we may still experience fluctuations in financial results from our operations outside of the U.S., and we may not be able to favorably reduce the currency transaction risk associated with our service contracts.

Our effective income tax rate may fluctuate from quarter to quarter, which may affect our earnings and earnings per share.

Our quarterly effective income tax rate is influenced by our annual projected profitability in the various taxing jurisdictions in which we operate. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate, which in turn could have a material adverse effect on our net income and earnings per share. Factors that affect the effective income tax rate include, but are not limited to:

• the requirement to exclude from our quarterly worldwide effective income tax calculations losses in jurisdictions in which no tax benefit can be recognized;

• actual and projected full year pretax income;

• changes in tax laws in various taxing jurisdictions;

• audits by taxing authorities; and

• the establishment of valuation allowances against deferred tax assets if it is determined that it is more likely than not that future tax benefits will not be realized.

These changes may cause fluctuations in our effective income tax rate that could cause fluctuation in our earnings and earnings per share, which could affect our stock price.

Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

As of March 31, 2013, our total assets included $397.8 million of goodwill and net intangible assets. We assess the realizability of our indefinite-lived intangible assets and goodwill annually as well as whenever events or changes in circumstances indicate

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that these assets may be impaired. These events or changes in circumstances generally include operating losses or a significant decline in earnings associated with the acquired business or asset. Our ability to realize the value of the goodwill and indefinite-lived intangible assets will depend on the future cash flows of these businesses. These cash flows in turn depend in part on how well we have integrated these businesses. If we are not able to realize the value of the goodwill and indefinite-lived intangible assets, we may be required to incur material charges relating to the impairment of those assets.

Our business has experienced substantial expansion in the past and such expansion and any future expansion could strain our resources if not properly managed.

We have expanded our business substantially in the past. Future rapid expansion could strain our operational, human and financial resources. In order to manage expansion, we must:

• continue to improve operating, administrative, and information systems;

• accurately predict future personnel and resource needs to meet client contract commitments;

• track the progress of ongoing client projects; and

• attract and retain qualified management, sales, professional, scientific and technical operating personnel.

If we do not take these actions and are not able to manage the expanded business, the expanded business may be less successful than anticipated, and we may be required to allocate additional resources to the expanded business, which we would have otherwise allocated to another part of our business.

If we are unable to successfully integrate an acquired company, the acquisition could lead to disruptions to our business. For example, in December 2012, we completed the acquisition of Liquent, a leading regulatory information management organization, for a purchase price of approximately $74.7 million. In April 2013, we acquired Heron for $24.0 million, plus a potential cash payment of up to $14.2 million over a twenty-six month period if specific financial targets for Heron are achieved. The success of an acquisition will depend upon, among other things, our ability to:

• assimilate the operations and services or products of the acquired company;

• integrate acquired personnel;

• retain and motivate key employees;

• retain customers;

• identify and manage risks facing the acquired company; and

• minimize the diversion of management’s attention from other business concerns.

Acquisitions of companies outside of the United States may also involve additional risks, including assimilating differences in foreign business practices and overcoming language and cultural barriers.

In the event that the operations of an acquired business do not meet our performance expectations, we may have to restructure the acquired business or write-off the value of some or all of the assets of the acquired business.

Risks Associated with our Industry

We depend on the pharmaceutical and biotechnology industries, either or both of which may suffer in the short or long term.

Our revenues depend greatly on the expenditures made by the pharmaceutical and biotechnology industries in research and development. In some instances, companies in these industries are reliant on their ability to raise capital in order to fund their research and development projects. Accordingly, economic factors and industry trends that affect our clients in these industries also affect our business. If companies in these industries were to reduce the number of research and development projects they conduct or outsource, our business could be materially adversely affected.

In addition, we are dependent upon the ability and willingness of pharmaceutical and biotechnology companies to continue to spend on research and development and to outsource the services that we provide. We are therefore subject to risks, uncertainties and trends that affect companies in these industries. We have benefited to date from the tendency of pharmaceutical and biotechnology companies to outsource clinical research projects, but any downturn in these industries or reduction in spending or outsourcing could adversely affect our business. For example, if these companies expanded upon their in-house clinical or development capabilities, they would be less likely to utilize our services.

Because we depend on a small number of industries and clients for all of our business, the loss of business from a significant client could harm our business, revenue and financial condition.

The loss of, or a material reduction in the business of, a significant client could cause a substantial decrease in our revenue and adversely affect our business and financial condition, possibly materially. In our fiscal years ended June 30, 2012, 2011, and

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2010, our five largest clients accounted for approximately 41%, 35%, and 27% of our consolidated service revenue, respectively. For the nine months ended March 31, 2013, our five largest clients accounted for approximately 53% of our consolidated service revenue. We expect that a small number of clients will continue to represent a significant part of our consolidated revenue. This concentration may increase as a result of the increasing number of strategic partnerships into which we have been entering with sponsors. Our contracts with these clients generally can be terminated on short notice. We have in the past experienced contract cancellations with significant clients.

In addition, the portion of our backlog that consists of large, multi-year awards from strategic partnerships has grown in recent years and this trend may continue in the future. A higher concentration of backlog from strategic partnerships may result in an imbalance across our project portfolio among projects in the start-up phase, which typically generate lower revenue, and projects in later stages, which typically generate higher revenue. This in turn may cause fluctuations in our revenue and profitability from period to period.

We face intense competition in many areas of our business; if we do not compete effectively, our business will be harmed.

The biopharmaceutical services industry is highly competitive and we face numerous competitors in many areas of our business. If we fail to compete effectively, we may lose clients, which would cause our business to suffer.

We primarily compete against in-house departments of pharmaceutical companies, other full service clinical research organizations (“CROs”), small specialty CROs, and, to a lesser extent, universities, teaching hospitals, and other site organizations. Some of the larger CROs against which we compete include Quintiles Transnational Corporation, Covance, Inc., Pharmaceutical Product Development Inc., and Icon plc. In addition, our PCMS business competes with a large and fragmented group of specialty service providers, including advertising/promotional companies, major consulting firms with pharmaceutical industry groups and smaller companies with pharmaceutical industry focus. Perceptive competes primarily with CROs, information technology companies and other software companies. Some of these competitors, including the in-house departments of pharmaceutical companies, have greater capital, technical and other resources than we have. In addition, our competitors that are smaller specialized companies may compete effectively against us because of their concentrated size and focus.

In recent years, a number of the large pharmaceutical companies have established formal or informal alliances with one or more CROs relating to the provision of services for multiple trials over extended time periods. Our success depends in part on successfully establishing and maintaining these relationships. If we fail to do so, our revenue and results of operations could be adversely affected, possibly materially.

If we do not keep pace with rapid technological changes, our products and services may become less competitive or obsolete, especially in our Perceptive business.

The biotechnology, pharmaceutical and medical device industries generally, and clinical research specifically, are subject to increasingly rapid technological changes. Our competitors or others might develop technologies, products or services that are more effective or commercially attractive than our current or future technologies, products or services, or render our technologies, products or services less competitive or obsolete. If our competitors introduce superior technologies, products or services and we cannot make enhancements to our technologies, products and services necessary to remain competitive, our competitive position would be harmed. If we are unable to compete successfully, we may lose clients or be unable to attract new clients, which could lead to a decrease in our revenue.

Risks Associated with Regulation or Legal Liabilities

If governmental regulation of the drug, medical device and biotechnology industry changes, the need for our services could decrease.

Governmental regulation of the drug, medical device and biotechnology product development process is complicated, extensive, and demanding. A large part of our business involves assisting pharmaceutical, biotechnology and medical device companies through the regulatory approval process. Changes in regulations that, for example, streamline procedures or relax approval standards, could eliminate or reduce the need for our services. If companies regulated by the United States Food and Drug Administration (the “FDA”) or similar foreign regulatory authorities needed fewer of our services, we would have fewer business opportunities and our revenues would decrease, possibly materially.

In the United States, the FDA and the Congress have attempted to streamline the regulatory process by providing for industry user fees that fund the hiring of additional reviewers and better management of the regulatory review process. In Europe, governmental authorities have approved common standards for clinical testing of new drugs throughout the European Union by adopting standards for Good Clinical Practices (“GCP”) and by making the clinical trial application and approval process more uniform across member states. The FDA has had GCP in place as a regulatory standard and requirement for new drug approval for many years, and Japan adopted GCP in 1998.

The United States, Europe and Japan have also collaborated for over 15 years on the International Conference on Harmonisation (“ICH”), the purpose of which is to eliminate duplicative or conflicting regulations in the three regions. The

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ICH partners have agreed on a common format (the Common Technical Document) for new drug marketing applications that reduces the need to tailor the format to each region. Such efforts and similar efforts in the future that streamline the regulatory process may reduce the demand for our services.

Parts of our PCMS business advise clients on how to satisfy regulatory standards for manufacturing and clinical processes and on other matters related to the enforcement of government regulations by the FDA and other regulatory bodies. Any reduction in levels of review of manufacturing or clinical processes or levels of regulatory enforcement, generally, would result in fewer business opportunities for our business in this area.

If we fail to comply with existing regulations, our reputation and operating results would be harmed.

Our business is subject to numerous governmental regulations, primarily relating to worldwide pharmaceutical and medical device product development and regulatory approval and the conduct of clinical trials. In addition, we may be obligated to comply with or to assist our clients in complying with regulations that apply to our clients, including the Physician Payment Sunshine Act, which will require manufacturers and group purchasing organizations to report all payments or transfers of value to health care providers and teaching hospitals. If we fail to comply with these governmental regulations, such non-compliance could result in the termination of our ongoing research, development or sales and marketing projects, or the disqualification of data for submission to regulatory authorities. We also could be barred from providing clinical trial services in the future or could be subjected to fines. Any of these consequences would harm our reputation, our prospects for future work and our operating results. In addition, we may have to repeat research or redo trials. If we are required to repeat research or redo trials, we may be contractually required to do so at no further cost to our clients, but at substantial cost to us.

We may lose business opportunities as a result of healthcare reform and the expansion of managed-care organizations.

Numerous governments, including the U.S. government, have undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and drug companies. In March 2010, the United States Congress enacted healthcare reform legislation intended over time to expand health insurance coverage and impose health industry cost containment measures. This legislation may significantly impact the pharmaceutical industry. The U.S. Congress has also considered and may adopt legislation that could have the effect of putting downward pressure on the prices that pharmaceutical and biotechnology companies can charge for prescription drugs. In addition, various state legislatures and European and Asian governments may consider various types of healthcare reform in order to control growing healthcare costs. We are presently uncertain as to the effects of the enacted legislation on our business and are unable to predict what legislative proposals will be adopted in the future, if any.

If these efforts are successful, drug, medical device and biotechnology companies may react by spending less on research and development. If this were to occur, we would have fewer business opportunities and our revenue could decrease, possibly materially. In addition, new laws or regulations may create a risk of liability, increase our costs or limit our service offerings.

In addition to healthcare reform proposals, the expansion of managed-care organizations in the healthcare market and managed-care organizations’ efforts to cut costs by limiting expenditures on pharmaceuticals and medical devices could result in pharmaceutical, biotechnology and medical device companies spending less on research and development. If this were to occur, we would have fewer business opportunities and our revenue could decrease, possibly materially.

We may have substantial exposure to payment of personal injury claims and may not have adequate insurance to cover such claims.

Our CRS business primarily involves the testing of experimental drugs and medical devices on consenting human volunteers pursuant to a study protocol. Clinical research involves a risk of liability for a number of reasons, including, but not limited to:

• personal injury or death to patients who participate in the study or who use a product approved by regulatory authorities after the clinical research has concluded;

• general risks associated with clinical pharmacology facilities, including professional malpractice of clinical pharmacology medical care providers; and

• errors and omissions during a trial that may undermine the usefulness of a trial or data from the trial or study.

In order to mitigate the risk of liability, we seek to include indemnification provisions in our CRS contracts with clients and with investigators. However, we are not able to include indemnification provisions in all of our contracts. In addition, even if we are able to include an indemnification provision in our contracts, the indemnification provisions may not cover our exposure if:

• we had to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; or

• a client failed to indemnify us in accordance with the terms of an indemnification agreement because it did not have the financial ability to fulfill its indemnification obligation or for any other reason.

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In addition, contractual indemnifications generally do not protect us against liability arising from certain of our own actions, such as negligence or misconduct.

We also carry insurance to cover our risk of liability. However, our insurance is subject to deductibles and coverage limits and may not be adequate to cover claims. In addition, liability coverage is expensive. In the future, we may not be able to maintain or obtain the same levels of coverage on reasonable terms, at a reasonable cost, or in sufficient amounts to protect us against losses due to claims.

Existing and proposed laws and regulations regarding confidentiality of patients’ and other individuals’ personal information could result in increased risks of liability or increased cost to us or could limit our product and service offerings.

The confidentiality, security, use and disclosure of patient-specific information are subject to governmental regulation. Regulations to protect the safety and privacy of human subjects who participate in or whose data are used in clinical research generally require clinical investigators to obtain affirmative informed consent from identifiable research subjects before research is undertaken. Under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the U.S. Department of Health and Human Services has issued regulations mandating privacy and security protections for certain types of individually identifiable health information, or protected health information, when used or disclosed by health care providers and other HIPAA-covered entities or business associates that provide services to or perform functions on behalf of these covered entities. HIPAA regulations generally require individuals’ written authorization before identifiable health information may be used for research, in addition to any required informed consent. HIPAA regulations also specify standards for de-identifying health information so that information can be handled outside of the HIPAA requirements and for creating limited data sets that can be used for research purposes under less stringent HIPAA restrictions. The European Union and its member states, as well as other countries, such as Canada, Argentina, Japan and other Asian countries, and state governments in the United States, have adopted and continue to issue new medical privacy and general data protection laws and regulations. In those countries, collecting, processing, using and transferring an individual’s personal data is subject to specific requirements, such as obtaining explicit consent, processing the information for limited purposes and restrictions with respect to cross-border transfers. Many countries and almost all states in the United States have adopted stringent data security breach laws that require the user of such data to inform the affected individuals and the authorities of security breaches. In order to comply with these laws and regulations and corresponding contractual demands from our clients, we must maintain internal compliance policies and procedures, and we may need to implement new privacy and security measures, which may require us to make substantial expenditures or cause us to limit the products and services we offer. In addition, if we violate applicable laws, regulations, contractual commitments, or other duties relating to the use, privacy or security of health information, we could be subject to civil liability or criminal penalties and it may be necessary to modify our business practices.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and delays in completing our internal controls and financial audits, could have a material adverse effect on our business and stock price.

If we fail to achieve and maintain effective internal controls, we will not be able to conclude that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Failure to achieve and maintain an effective internal control environment, and delays in completing our internal controls and financial audits, could cause investors to lose confidence in our reported financial information and PAREXEL, which could result in a decline in the market price of our common stock, and cause us to fail to meet our reporting obligations in the future, which in turn could impact our ability to raise equity financing if needed in the future. Our Fiscal Year 2009 management assessment revealed a material weakness in our internal controls over financial reporting due to insufficient controls associated with accounting for the ClinPhone business combination, specifically the adoption by ClinPhone of an accounting policy for revenue recognition in accordance with generally accepted accounting principles in the U.S. for interactive voice response sales contracts with multiple revenue elements and the determination of the fair value of deferred revenue assumed in the business combination. We have since changed our internal controls to address this material weakness, but were unable to test the effectiveness of our remediation since we had not completed any further acquisitions. In December 2012, we acquired Liquent, Inc. and this acquisition was completed pursuant to the redesigned internal control environment. We believe that our remediation of the material weakness from Fiscal Year 2009 will be successful and we anticipate completing our testing in the fourth quarter of Fiscal Year 2013; however, there can be no assurance that our remediation will be successful. During the course of our continued testing, we also may identify other significant deficiencies or material weaknesses, in addition to the ones already identified, which we may not be able to remediate in a timely manner or at all.

We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K. Bribery Act of 2010, generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-corruption laws. We

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operate in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances, anti-corruption laws have appeared to conflict with local customs and practices. Despite our training and compliance programs, we cannot assure that our internal control policies and procedures always will protect us from reckless or criminal acts committed by persons associated with PAREXEL. Our continued global expansion, including in developing countries, could increase such risk in the future. Violations of these laws, or even allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations or financial condition.

Risks Associated with Leverage

Our indebtedness may limit cash flow available to invest in the ongoing needs of our business.

As of March 31, 2013, we had $400.0 million principal amount of debt outstanding and remaining borrowing availability of $100.0 million under our credit facilities. We may incur additional debt in the future. Our leverage could have significant adverse consequences, including:

• requiring us to dedicate a substantial portion of any cash flow from operations to the payment of interest on, and principal of, our debt, which will reduce the amounts available to fund working capital and capital expenditures, and for other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

• placing us at a competitive disadvantage to our competitors that have less debt.

Under the terms of our various credit facilities, interest rates are fixed based on market indices at the time of borrowing and, depending upon the interest mechanism selected by us, may float thereafter. Some of our other smaller credit facilities also bear interest at floating rates. As a result, the amount of interest payable by us on our borrowings may increase if market interest rates change.

We may not have sufficient funds, our business may not generate sufficient cash flow from operations, or we may be unable to arrange for additional financing, to pay the amounts due under our existing or any future debt, or any other liquidity needs. In addition, a failure to comply with the covenants under our existing credit facilities could result in an event of default under those credit facilities. In the event of an acceleration of amounts due under our credit facilities as a result of an event of default, we may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness or to make any required accelerated payments.

In addition, the terms of the 2013 Credit Agreement provide that upon the occurrence of a change in control, as defined in the credit facility agreement, all outstanding indebtedness under the facility would become due. This provision may delay or prevent a change in control that stockholders may consider desirable.

Our short term debt facilities are cross defaulted with the 2013 Credit Agreement.

Our existing credit facilities contain covenants that limit our flexibility and prevent us from taking certain actions.

The agreements in connection with our 2013 Credit Agreement and in our short term debt facilities include a number of significant restrictive covenants. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions, meet our capital needs and execute our business strategy. These covenants, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur additional debt;

• make certain investments;

• enter into certain types of transactions with affiliates;

• make specified restricted payments; and

• sell certain assets or merge with or into other companies.

These covenants may limit our operating and financial flexibility and limit our ability to respond to changes in our business or competitive activities. Our failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their scheduled due date.

Risks Associated with our Common Stock

Our corporate governance structure, including provisions of our articles of organization, by-laws, as well as Massachusetts law, may delay or prevent a change in control or management that stockholders may consider desirable.

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Provisions of our articles of organization, and by-laws, as well as provisions of Massachusetts law, may enable our management to resist an acquisition of us by a third party, or may discourage a third party from acquiring us. These provisions include the following:

• we have divided our board of directors into three classes that serve staggered three-year terms;

• we are subject to Section 8.06 of the Massachusetts Business Corporation Law, which provides that directors may only be removed by stockholders for cause, vacancies in our board of directors may only be filled by a vote of our board of directors, and the number of directors may be fixed only by our board of directors;

• we are subject to Chapter 110F of the Massachusetts General Laws, which may limit the ability of some interested stockholders to engage in business combinations with us; and

• our stockholders are limited in their ability to call or introduce proposals at stockholder meetings.

These provisions could have the effect of delaying, deferring, or preventing a change in control of us or a change in our management that stockholders may consider favorable or beneficial. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. These provisions could also limit the price that investors might be willing to pay in the future for shares of our stock.

In addition, our board of directors may issue preferred stock in the future without stockholder approval. If our board of directors issues preferred stock, the rights of the holders of common stock would be subordinate to the rights of the holders of preferred stock. Our board of directors’ ability to issue the preferred stock could make it more difficult for a third party to acquire, or discourage a third party from acquiring, a majority of our stock.

Our stock price has been, and may in the future be volatile, which could lead to losses by investors.

The market price of our common stock has fluctuated widely in the past and may continue to do so in the future. On April 30, 2013, the closing sales price of our common stock on the Nasdaq Global Select Market was $40.95 per share. During the period from April 30, 2011 to April 30, 2013, our common stock traded at prices ranging from a high of $41.15 per share to a low of $15.69 per share. Investors in our common stock must be willing to bear the risk of such fluctuations in stock price and the risk that the value of an investment in our common stock could decline.

Our stock price can be affected by quarter-to-quarter variations in a number of factors including, but not limited to:

• operating results;

• earnings estimates by analysts;

• market conditions in our industry or the pharmaceutical and biotechnology industries;

• prospects of healthcare reform;

• changes in government regulations;

• general economic conditions, and

• our effective income tax rate.

In addition, the stock market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may adversely affect the market price of our common stock. Although our common stock has traded in the past at a relatively high price-earnings multiple, due in part to analysts’ expectations of earnings growth, the price of the common stock could quickly and substantially decline as a result of even a relatively small shortfall in earnings from, or a change in, analysts’ expectations.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about repurchases of our equity securities during the three months ended March 31, 2013:

Period	(a) Total Number of Share (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1, 2013 - January 31, 2013	—	$	—	—	$100.0 million (1)
February 1, 2013 - February 28, 2013	—	$	—	—	$100.0 million
March 1, 2013 - March 31, 2013	1,312,046	$	38.31	1,312,046	$48.7 million
Total	1,312,046			1,312,046

(1) In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200.0 million of our common stock.  There is no set expiration date for the Program. 

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “September Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC (“JPMorgan”), for an aggregate purchase price of $50 million. Pursuant to the September Agreement, and during the three months ended March 31, 2013, we finalized the settlement of our first $50 million accelerated share repurchase program and received an additional 234,898 shares representing the final shares delivered by JPMorgan. These shares are in addition to the initial 1,328,462 shares of our common stock delivered to us on September 20, 2012.

On March 15, 2013, we entered into a second accelerated share repurchase agreement (the “March Agreement”) to purchase shares of our common stock from JPMorgan for an aggregate purchase price of $50 million. Pursuant to the March Agreement, we received from JPMorgan 1,044,932 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $38.28 per share, which was the closing price of our common stock on March 15, 2013. At the March Agreement maturity, approximately four months after the date we authorized the second accelerated share repurchase program, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the March Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the $50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the nine months ended March 31, 2013, we purchased 1,645,604 shares of our common stock in the open market at fair value under the Program at an average price of $31.16 per share. As of March 31, 2013, approximately $48.7 million remained available under the Program for the purchase of additional shares.

All repurchased shares have been canceled and restored to the status of authorized and unissued shares.

ITEM 5. OTHER INFORMATION

On April 30, 2013, PAREXEL International Holding B.V., a wholly owned subsidiary of PAREXEL (“Holding”), Heron Group Limited (“Heron”), the stockholders of Heron (the “Stockholders”), and John Kerrigan, solely in his capacity as representative of the Stockholders (the “Representative”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Stockholders sold all of the issued and outstanding stock of Heron to Holding (the “Acquisition”) in exchange for $24.0 million in cash, plus the potential for up to $14.2 million in additional consideration (the “Earn Out Consideration”) contingent upon the achievement of specified financial targets over a twenty-six month period.

Each of Holding and the Stockholders agreed to customary representations, warranties and covenants in the Purchase Agreement. In general, the representations and warranties survive for a period of 18 months after the closing of the Acquisition. The Purchase Agreement also includes indemnification obligations from the Stockholders, including for breaches of representations, covenants and agreements made by them in the Purchase Agreement, for failures to transfer good title to

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Heron's shares, for claims asserting an ownership interest in Heron, for unpaid transaction expenses, change of control payments owed to employees and debt, for unpaid pre-closing taxes, for failures to hold intellectual property rights sufficient to operate Heron's business as currently conducted, for fraud or knowing misrepresentation, and for disclosed litigation. A general escrow account of $2,400,000 available for any of Holding's claims for damages will be released 18 months following the closing of the Acquisition. Other escrow accounts totaling an additional $2,624,510 available for Holding's claims for damages from specified contingencies will be gradually released over several years. Absent fraud or knowing misrepresentation, recourse to the general escrow account and set off against the Earn Out Consideration will be the sole remedies to Holding for breaches of representations concerning Heron, other than certain specified representations. The Stockholders' liability for other indemnification obligations is capped at the aggregate consideration actually paid by Holding (including any Earn-Out Consideration), except indemnification for tax matters, for breaches of the Stockholders' covenants concerning non-competition, non-solicitation and confidentiality, and for fraud or knowing misrepresentation, is not subject to any limitation.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.4 to this Quarterly Report on Form 10-Q.

ITEM 6. EXHIBITS

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this quarterly report, which Exhibit Index is incorporated by this reference.

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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 thereunto duly authorized.

		PAREXEL International Corporation
Date:	May 6, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date:	May 6, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
10.1*	PAREXEL International Corporation Amended and Restated Nonqualified Deferred Compensation Plan
10.2*	Form of Key Employee Agreement for Executive Officers (US)
10.3*	Form of Key Employee Agreement for Executive Officers (UK)
10.4	Stock Purchase Agreement, entered into as of April 30, 2013, between and among PAREXEL International Holding BV, Heron Group Limited, the stockholders of Heron (the “Stockholders”), and John Kerrigan, solely in his capacity as representative of the Stockholders.
10.5	Amended and Restated Credit Agreement, dated as of March 22, 2013, among PAREXEL, certain subsidiaries of PAREXEL, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Merill Lynch Pierce Fenner & Smith Incorporated, JPMorgan Securities LLC, HSBC Bank USA, National Association ("HSBC") and U.S. Bank National Association ("US Bank"), as Joint Lead Arrangers and Joint Book Managers, JPMorgan Chase Bank, N.A., HSBC and US Bank, as Joint Syndication Agents, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 22, 2013).
10.6	Letter Agreement Regarding Accelerated Share Repurchase Program by and between PAREXEL International Corporation and J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch, dated March 14, 2013. (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 14, 2013).
10.7	Receivables Purchase Agreement, dated as of February 19, 2013, by and between PAREXEL International, LLC and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 19, 2013).
10.8	Term Loan Facility Agreement, dated January 22, 2013, between HSBC Bank, National Association and PAREXEL (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 22, 2013).
10.9	Term Loan Facility Agreement, dated January 22, 2013, between TD Bank, N.A. and PAREXEL (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated January 22, 2013)
10.10	Term Loan Facility Agreement, dated January 22, 2013, between U.S. BankNational Association and PAREXEL (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated January 22, 2013)
31.1	Principal executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Principal financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Principal executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Principal financial officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase

* Denotes management contract or any compensatory plan, contract or arrangement

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EX-10.1

PAREXEL International

Nonqualified Deferred Compensation Plan

As Amended and Restated, effective January 1, 2009

TABLE OF CONTENTS

		Page
ARTICLE I	PURPOSE AND SCOPE	1
ARTICLE II	DEFINITIONS	1
ARTICLE III	PARTICIPATION	3
ARTICLE IV	BENEFITS	4
ARTICLE V	TERMINATION OF EMPLOYMENT	6
ARTICLE VI	ADMINISTRATION	7
ARTICLE VII	PAYMENT OF RETIREMENT BENEFITS	8
ARTICLE VIII	GENERAL PROVISIONS	9
APPENDIX A	DEFERRAL ELECTION RULES	13

ARITCLE I

PURPOSE AND SCOPE

1.1 PURPOSE

The purpose of this Plan is to provide retirement benefits for certain selected Executives of the Employer, in combination with any other retirement benefit plans, agreements or arrangements, whether qualified or otherwise, offered by the Employer.

1.2 SCOPE

This Plan is intended as a statement of agreement between certain selected Executives under which, in consideration of the continued satisfactory service of said Executives, the Employer agrees to pay, when due, certain retirement and other benefits subject to the terms and conditions of the Plan. This Plan shall be binding on the Employer and any successors to the business of the Employer and shall inure to the benefit of the Participants and, if applicable, their spouses and beneficiaries.

Nothing herein contained, and no action taken pursuant to the provisions of this Plan, shall create or be construed to create a trust of any kind nor a fiduciary relationship between the Employer and any Executive, Executive’s surviving spouse or dependents, Executive’s estate or Executive’s beneficiaries or any other person.

Any reserves or liabilities set up on the Employer’s books of account with respect to any retirement or other benefits to be paid under the Plan shall continue for all purposes to be a part of the general funds or assets of the Employer. To the extent that any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

ARTICLE II

DEFINITIONS

Wherever used in this Plan, the following terms shall have the following meanings, unless a different meaning is clearly required by the context. In addition to the terms defined in this Article II, other terms are defined when first used in later sections of the Plan.

2.1 “Compensation” shall mean the regular remuneration paid to an Executive for services rendered to the Employer as shown on the W-2 of the Executive for any given calendar year.

2.2 “Deferral Election” means a written notice filed by the Participant with the Employer specifying the Compensation to be deferred by the Participant pursuant to the rules set forth in Appendix A.

2.3 “Effective Date” means January 1, 2009. Amounts held under the Plan pursuant to deferral elections made or effective prior to the Effective Date shall, from and after the Effective Date, be administered and distributed in accordance with the terms of this Plan. Notwithstanding the foregoing provisions of this Section 2.3 or any provision of the prior Plan to the contrary, the Plan terms from the period from January 1, 2005 through December 31, 2008 shall reflect its operational compliance with the interim and, as applicable, the transitional rules of Internal Revenue Code Section 409A in effect for periods prior to January 1, 2009.

2.4 “Employer” means PAREXEL International Corporation.

2.5 “Executive” means any highly compensated employee or member of a select group of management employees employed by the Employer and/or certain of its wholly owned subsidiaries as determined by the Employer in its sole discretion.

2.6 “Normal Retirement Age” means age 65.

2.7 “Normal Retirement Date” means the first day of the month coinciding with or next following a Participant’s retirement on or after attaining Normal Retirement Age.

2.8 “Participant” means any Executive who has become eligible to participate in the Plan in accordance with Article III as determined by the Employer, and who has not ceased to have rights to a Benefit hereunder.

2.9 “Payment Schedule” means the one payment schedule, if any, designated by a Participant on the “relevant” Deferral Election, as applicable to distributions in connection with Separation from Service in accordance with Section 7.3. For purposes of the preceding sentence, a Participant’s initial Deferral Election under the Plan shall be his or her “relevant” Deferral Election, except that, pursuant to transition relief available under guidance issued by the Secretary of the Treasury under Internal Revenue Code Section 409A, a Payment Schedule which is properly elected (on a form provided by the Plan Administrator) by a Participant prior to the January 1, 2009, for all amounts deferred prior to such date and meeting the requirements applicable under such transition relief, shall be deemed to have been made on the “relevant” Deferral Election and shall be given effect for distributions after such date, notwithstanding the otherwise applicable restrictions under Section 7.3. Except as provided under the preceding sentence or as otherwise permitted under Section 7.3, a Payment Schedule is irrevocable and cannot be changed.

2.10 “Performance-Based Compensation” means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months. Organizational or individual performance criteria are

2

considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

2.11 “Plan” means the PAREXEL International Corporation Deferred Compensation Plan.

2.12 “Plan Year” means the calendar year.

2.13 “Retirement Benefit” or “Benefit” means the amount credited to a Participant’s account, as of the relevant time, pursuant to Section 4.3.

2.14 “Separation from Service” means a “separation from service” by a Participant with respect to the Employer within the meaning of Treas. Reg. Section 1.409A-1(h)(1).

2.15 “Specified Employee” shall mean any person identified as such as of the relevant time under Treas. Reg. Section 1.409A-1(i); provided, however, that a person’s “officer” status for purposes of the application of the rules referenced thereunder may be construed by the Employer in a manner consistent with preventing a possible or inadvertent violation of the Specified Employee restrictions of Internal Revenue Code Section 409A.

2.16 “Statutory Maximum” shall, with respect to a Specified Employee, mean the “two (2) times the lesser of” amount described in Treas. Reg. 1.409A-1(b)(9)(iii)(A).

2.17 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Internal Revenue Code Section 152(a)), or a Participant’s beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Employer in its sole discretion. Whether a Participant has an Unforeseeable Emergency shall be determined by the Employer in its sole discretion.

ARTICLE III

PARTICIPATION

3.1 ELIGIBLE EXECUTIVES

Eligibility for participation in this Plan shall be limited to those Executives designated in writing by the Employer in its sole discretion.

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3.2 ENTRY DATE

Each Participant under Section 3.1 shall enter the Plan on the date specified in writing by the Employer.

3.3 CESSATION OF PARTICIPATION BY ACTION OF EMPLOYER

The Employer reserves the right to terminate the active participation in the Plan of any designated Executive upon 30 days advance notice to the Executive. Such Executive shall thereupon become an inactive Participant.

ARTICLE IV

BENEFITS

4.1 PARTICIPANT CONTRIBUTIONS CREDIT

A Participant may elect pursuant to this Plan each Plan Year to defer an amount of the Participant’s Compensation up to 100% of the Participant’s Compensation. Anything contained in the Plan to the contrary notwithstanding, all amounts deferred under this Section 4.1 must be made pursuant to a Deferral Election meeting the requirements set forth on Appendix A hereto. The Employer shall maintain a book account in the Plan for the Participant to which the Employer shall credit an amount equal to the amount of the Participant’s Deferral Election.

4.2 NORMAL RETIREMENT BENEFIT

The amount of “Normal Retirement Benefit” shall be equal to the aggregate contributions credited on the Participant’s behalf pursuant to the provisions of Sections 4.1 of the Plan, plus earnings determined in accordance with Section 4.3 of the Plan, as of the Participant’s retirement on or after attaining Normal Retirement Age. Upon attainment of Normal Retirement Age, the Participant shall be fully vested in the Benefit credited to the Participant’s account; provided that the Participant is still employed by the Employer on such date. For all purposes of the Plan, a Participant’s “retirement” shall occur (and a Participant shall be considered “retired”) only when the Participant experiences a Separation from Service on or after attaining Normal Retirement Age.

4.3 CREDITING RATE

The aggregate contributions credited under the Plan pursuant to Section 4.1 on the Participant’s behalf shall be credited with earnings (or losses) at the aggregate rate of return for the investment options selected by the Participant. A Participant’s account will continue to be credited with earnings (or losses) during the period the Participant is receiving Benefit payments. As used in this Plan, the term “earnings” shall include losses.

4

Each Participant’s account will be credited with earnings or losses on each business day, based upon the Participant’s investment allocation among a menu of investment options permitted by the Employer in its sole discretion, in accordance with the provisions of this Section 4.3 (“investment allocation”). Investment options will be determined by the Employer in its sole discretion. The Employer, also in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the Plan menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Employer have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s accounts. If the Participant fails to make an investment allocation with respect to an account, such account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Employer in its sole discretion.

4.4 DISABILITY RETIREMENT BENEFIT

A Participant who has not reached Normal Retirement Age shall become fully vested in the Benefit credited to the Participant’s account in the event the Participant becomes totally and permanently disabled during the Participant’s employment with the Employer. For purposes of this Plan, “total and permanent disability” or “disability” shall mean when the Participant either: (a) is, for a continuous period of not less than six (6) months, unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employer. A Participant’s Benefit shall be, subject to the provisions of Section 8.4, paid in a lump sum as soon as is practicable, but in no event more than ninety (90) days, after the date of such disability.

4.5 DEATH OF A PARTICIPANT BEFORE COMMENCEMENT OF RETIREMENT BENEFIT

If a Participant dies before payment of Benefits commence hereunder, the Participant shall become fully vested and the Participant’s Benefits shall be paid to the Participant’s beneficiaries in a lump sum as soon as practicable after the Employer receives notice of the

5

Participant’s death. Payment under this Section 4.5 shall be subject to Section 8.4 and shall not occur later than 90 days after the date of the Participant’s death.

4.6 DESIGNATION OF BENEFICIARY

The Participant shall have the right, at any time, to submit in a form provided by the Employer, a written or electronic designation of primary and secondary beneficiaries to whom payment under this Plan shall be made in the event of the Participant’s death prior to complete distribution of the Benefits due and payable under this Plan. Each beneficiary designation shall become effective only when receipt thereof is acknowledged in writing or electronically by the Employer. In the event a Participant does not designate a beneficiary, any distribution of Benefits due under this Plan after the Participant’s death shall be paid to the Participant’s surviving spouse, if any, otherwise to the Participant’s estate.

4.7 HARDSHIP DISTRIBUTION

A Participant who experiences an Unforeseeable Emergency may submit a written request to the Employer to receive payment of all or any portion of his or her Benefits. Whether a Participant is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Employer, in its sole discretion, based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Plan. If an emergency payment is approved by the Employer, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Employer. The Participant will not be eligible to recommence income deferrals until the first of January following a one (1) year period commencing on the date of withdrawal, and then only if otherwise eligible to participate under the terms of the Plan.

ARTICLE V

TERMINATION OF EMPLOYMENT

5.1 TERMINATION ON OR AFTER RETIREMENT DATE

Subject to the provisions of Section 8.4, a Participant who retires on or after the Participant’s Normal Retirement Age shall have the right to receive payment of his or her Benefits

6

commencing as soon as practicable, but in no event more than 90 days, after the date of such retirement. Unless a different Payment Schedule is properly elected under Section 7.3, payments shall be in the form of annual installments over the time period of fifteen (15) years, with each annual installment payment amount determined by dividing the remainder of the Participant’s Account at the time of determination by the number of remaining annual installments (including the current installment). Payments hereunder shall be made (or commence) as soon as practicable, but no more than 90 days after the date of the Participant’s Separation from Service.

5.2 TERMINATION PRIOR TO RETIREMENT DATE

Subject to the provisions of Section 8.4, a Participant who experiences a Separation from Service prior to retirement, death or disability, shall receive payment of his or her Benefit as soon as practicable, but in no event more than 90 days, after the date of such Separation from Service; provided, however, that if the Separation from Service is for cause, as contemplated under the last paragraph of Section 8.4, then the Participant shall only receive the aggregate amount deferred by the Participant under Section 4.1 of the plan or, if less, the Benefit, and all other amounts credited to the Participant’s account shall be forfeited.

Unless a different Payment Schedule is properly elected under Section 7.3, payments shall be in the form of one lump sum payment. Payments hereunder shall be made (or commence) as soon as practicable, but no more than 90 days after the date of the Participant’s Separation from Service.

5.3 VESTING

A Participant shall always be 100% vested in the Participant’s deferral contributions credited to the Participant’s account pursuant to Section 4.1 of the Plan and earnings thereon. Notwithstanding the foregoing provisions of this Section 5.3, a Participant’s “vesting” shall be subject to the potential for forfeiture to the extent described in the last paragraph of Section 8.4

ARTICLE VI

ADMINISTRATION

6.1 This Plan shall be administered and interpreted by the Employer, whose decisions shall be final, conclusive and binding, except for any action taken pursuant to Section 8.4. In addition, the Employer shall possess full discretion in connection with performing its administrative and interpretive functions pursuant to the foregoing sentence.

7

ARTICLE VII

PAYMENT OF RETIREMENT BENEFITS

7.1 SURVIVAL

Payment of any Benefit hereunder which is contingent upon the survival of the Participant shall cease with the last payment due the payee before the payee’s death.

7.2 ALIENATION OF BENEFITS PROHIBITED

No benefit payable at any time under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind, except as required by law. Neither shall any Benefit payable at any time under the Plan be subject in any manner to the debts or liabilities of any person entitled to such Benefit, nor shall the Employer be required to make any payments toward such debts or liabilities. Notwithstanding the preceding provisions of this Section 7.2, the Plan will recognize, and allow payment pursuant to, a “qualified domestic relations order” to the extent permitted under Internal Revenue Code Section 409A and the final regulations thereunder.

7.3 DURATION AND FORM OF BENEFITS

The lump sum distributions provided for under Sections 4.4 and 4.5 are not modified by the provisions of any Payment Schedule. The default distribution schedules provided for under Section 5.1 and 5.2 shall be modified by properly elected Payment Schedule terms.

The Payment Schedule shall offer the following alternatives: (a) one lump sum; and (b) annual installments over a time period of five (5), ten (10), or fifteen (15) years as designated in such Payment Schedule, with each annual installment payment amount determined by dividing the remainder of the Participant’s Account at the time of determination by the number of remaining annual installments (including the current installment). To be properly elected, a Payment Schedule election must be made in writing on a form provided by the Plan Administrator and is subject to the any and all election requirements as are or may be established by the Plan Administrator. Except as required for subsequent elections described below, installments hereunder shall commence as soon as practicable, but no more than 90 days after the date of the Participant’s Separation from Service.

A Participant may modify the alternative Payment Schedule, consistent with the permissible Payment Schedules otherwise available this Section, provided such modification complies with the requirements of Article V and is subject to the following additional requirements: (x) the date on which a modification election is submitted to the Employer must be at least twelve (12) months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification; and (y) the date payments are to

8

commence under the modified Payment Schedule must be no earlier than five (5) years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A. A modification election submitted in accordance with this Section 7.3 is irrevocable upon receipt by the Employer and becomes effective twelve (12) months after such date.

Nothing contained in this Plan to the contrary, the Employer, in its sole discretion, may accelerate any payments due to a Participant or a Participant’s beneficiaries to any extent permitted under Internal Revenue Code Section 409A and the guidance issued by the Internal Revenue Service thereunder.

7.4 DELAY IN PAYMENT TO OR WITH RESPECT TO SPECIFIED EMPLOYEE

Anything contained in the preceding provisions of this Plan to the contrary notwithstanding, any payments otherwise payable to or with respect to a Specified Employee shall not be paid to or with respect to a Specified Employee until at least six (6) months after such Specified Employee Separation from Service; provided, however, that, if such Separation from Service is an “involuntary separation from service” under Treas. Reg. Section 1.409A-1(n), then such delay shall only be applied to the extent such amounts, when added to all other amounts required to be taken into account under the “separation pay” limitation of Treas. Reg. Section 1.409A-1(b)(9)(iii), would, if paid within such period, exceed the Specified Employee Statutory Maximum. Payment of any delayed amounts shall be made as soon as is administratively practicable after the expiration of such six (6) month period.

7.5 UNCLAIMED BENEFITS

Any of the Benefits hereunder which are unclaimed, including outstanding checks or direct deposits, shall be forfeited to the Employer.

7.6 WITHHOLDING

The Employer shall have the right to deduct from any Benefit any federal, state, or local taxes required by law to be withheld.

ARTICLE VIII

GENERAL PROVISIONS

8.1 FUNDING

The Plan is intended as an unfunded plan of supplementary retirement Benefits. The Employer intends to establish appropriate reserves for the Plan on its books of account in accordance with generally accepted accounting principles. Such reserves shall be, for all

9

purposes, part of the general funds of the Employer and no Participant, spouse, beneficiary, or other person claiming a right under the Plan shall have any interest, right or title to such reserves.

8.2 RIGHT TO AMEND, SUSPEND OR TERMINATE

The Employer reserves the right at any time and from time to time to amend, suspend or terminate the Plan by action of its Board of Directors without the consent of any Participant, spouse, beneficiary, or other person claiming a right under the Plan. No amendment or suspension of the Plan shall reduce the vested Benefits of any Participant as of the date of amendment or suspension.

8.3 EFFECT OF TERMINATION

In the event that the Plan is terminated, Benefits accrued and payable to Participants, former Participants entitled to Benefits, retired Participants and spouses or beneficiaries shall be limited to amounts vested and accrued as of the date of termination and shall not be subject to crediting of any further earnings.

Notwithstanding the preceding provisions of this Section 8.3 or of Section 8.2, the Board of Directors of the Employer may, in its sole discretion, reduce or eliminate Benefits as it deems necessary in order to protect the financial security of the Employer.

8.4 RIGHTS TO BENEFITS

No person shall have any right to a Benefit under the Plan except as such Benefit has accrued to such person in accordance with the terms of the Plan, and then such right shall be no greater than the rights of any unsecured general creditor of the Employer. Neither the establishment of the Plan, the designation of any Participant, nor any provisions of the Plan shall be construed as giving a Participant the right to be retained in the employment of the Employer or as an Executive of the Employer.

The Employer, at its discretion, may acquire an insurance policy or policies insuring the life of a Participant from which it can satisfy its obligations to make payments pursuant to this Plan. However, it is expressly understood that such contract (or contracts), if acquired, does not create any account or funds separate from the ordinary assets of the Employer, and no Participant, Participant’s spouse, or Participant’s beneficiary may look to any such contract as the funds from which benefits under this Plan are to be paid. Any

such contract so acquired for the convenience of the Employer shall be the sole and exclusive property of the Employer, with the Employer named as applicant, owner, and beneficiary of any life insurance contract payment; provided further, any such contract shall not be held in trust or as collateral security for the benefit of a Participant, a Participant’s spouse, or a

10

Participant’s beneficiary, nor is any representation made herein that such contract, if acquired, will be used to provide benefits under this Plan. No Participant, Participant’s spouse, or Participant’s beneficiary shall have any beneficial ownership interest in, or preferred or other claim against, the life insurance contract, if acquired.

Notwithstanding any other provisions of this Plan, if an Executive shall be discharged for reason of acts of gross misconduct, fraud, dishonesty, larceny, misappropriation or embezzlement committed against the Employer, all of such Executive’s rights to earnings on the Participant’s deferral contributions and to the Employer’s matching contributions and earnings thereon shall be forfeited. In addition, Benefits other than distribution of the Participant’s deferral contributions shall cease to be paid to any Participant who discloses confidential information or trade secrets concerning the Employer without the Employer’s consent, or engages in any activity that is materially damaging to the Employer.

8.5 CONSTRUCTION

The laws of the Commonwealth of Massachusetts will determine all questions arising with respect to the provisions of this Plan except to the extent superseded by Federal law.

8.6 TITLES

The titles of the Articles and Sections herein are included for convenience of reference only and shall not be construed as a part of this Plan, or have any effect upon the meaning of the provisions hereof. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine and vice versa; and such words as “herein”, “hereinafter”, “hereof and “hereunder” shall refer to this instrument as a whole and not merely to the subdivision in which such words appear.

8.7 SEPARABILITY

If any term or provision of this Plan as presently in effect or as amended from time to time, or the application thereof to any payments or circumstances, shall to any extent be invalid or unenforceable, the remainder of the Plan, and the application of such term or provision to payments or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term or provision of the Plan shall be valid and enforced to the fullest extent permitted by law.

8.8 RIGHT OF OFFSET

If, at such time as a Participant becomes entitled to benefits under this Plan, such Participant has any debt, obligation or other liability representing an amount owing to the Employer, and if such debt, obligation or other liability is due and owing at the time distribution is due

11

hereunder, the Employer may offset the amount owing against the amount of benefits otherwise distributable hereunder.

8.9 CLAIM FOR BENEFITS

Subject to and in compliance with the specific procedures contained in the applicable regulations under the Employee Retirement Income Security Act of 1974, as amended: (i) any decision by the Employer denying a claim by a Participant or a Participants beneficiary for Benefits under this Plan shall be stated in writing and delivered or mailed to such Participant or such beneficiary; (ii) each such notice shall set forth the specific reasons for the denial, written to the best of the Employer’s ability in a manner that may be understood without legal or actuarial counsel; and (iii) the Employer shall afford a reasonable opportunity to such Participant or such beneficiary for a full and fair review of the decision denying such claim.

8.10 NO ACCELERATION

Anything contained in the Plan to the contrary notwithstanding, no acceleration of the payment of any Benefits shall be permitted, except to the extent permitted under Treas. Reg. Section 1.409A-3(j) and adopted by the Employer.

8.11 ACCOUNTS TAXABLE UNDER INTERNAL REVENUE CODE SECTION 409A

The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Internal Revenue Code Section 409A. The Plan Administrator, pursuant to its authority to interpret the Plan, may sever from the Plan or any Deferral Election any provision or exercise of a right that otherwise would result in a violation of Internal Revenue Code Section 409A.

8.12 NO CONTRACT OF EMPLOYMENT

Nothing contained in this document shall create a contract of employment for any guaranteed or specific period of time or otherwise alter the nature of any Participant’s employment status or employment relationship with the Employer.

IN WITNESS WHEREOF, the Employer has caused this Plan to be executed by its duly authorized officers on this __ day of __________, 2008 with an amended & restated plan effective date of January 1, 2009.

PAREXEL International Corporation

By:

Title:

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APPENDIX A DEFERRAL ELECTION RULES

A-1 DEFERRAL ELECTIONS IN GENERAL

A Participant shall submit a Deferral Election during the enrollment periods established by the Employer and in the manner specified by the Employer, but in any event, in accordance with Section A-2. A Deferral Election that is not timely filed with respect to a period of service or component of Compensation shall be considered void and shall have no effect with respect to such period or such Compensation. The Employer may modify, or allow a Participant to modify, any Deferral Election prior to the date the election becomes irrevocable under the rules of Section A-2.

A-2 TIMING REQUIREMENTS FOR DEFERRAL ELECTIONS

The following rules provide the timing requirements for Deferral Elections, but only insofar as related to deferrals otherwise available under the Plan.

(a) First Year of Eligibility. In the case of the first year in which an eligible Executive becomes eligible to participate in the Plan, he or she has up to thirty (30) days following his initial eligibility to submit a Deferral Election with respect to Compensation to be earned during such year. The Deferral Election described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an eligible Executive may file a Deferral Election under this paragraph shall be determined in accordance with the rules of Internal Revenue Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7). A Deferral Election filed under this paragraph applies to Compensation earned on and after the date the Deferral Election becomes irrevocable.

(b) Prior Year Election. Except as otherwise provided in this Section A-2, Participants may defer Compensation by filing a Deferral Election no later than December 31^st of the year prior to the year in which the Compensation to be deferred is earned, or such earlier date established by the Employer. If a deferral election is received less than 3 days prior to the first applicable payroll date, it is assumed that the first deferral will start with the second applicable payroll date. A Deferral Election described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.

(c) Performance-Based Compensation. Participants may file a Deferral Election with respect to Performance-Based Compensation no later than the date that is six (6) months before the end of the performance period, provided that:

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i. the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Deferral Election is submitted; and

ii. the Compensation is not readily ascertainable as of the date the Deferral Election is filed.

A Deferral Election becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death, retirement or disability prior to the satisfaction of the performance criteria, will be void.

(d) Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned in the taxable year of the Participant in which the customer remits payment to the Employer. The Deferral Election must be filed before the last day of the year preceding the year in which the sales commissions are earned and becomes irrevocable after that date.

(e) Employer Awards. The Employer may unilaterally provide for deferral of Employer awards prior to the date of such awards. Deferrals of Employer awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.

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EX-10.2

KEY EMPLOYEE AGREEMENT

This Key Employee Agreement (the "Agreement") is made and entered into effective as of __________________ by and between PAREXEL International Corporation (including its subsidiaries and affiliates, the "Company"), and ______________ ("Employee").

Whereas, Employee acknowledges that, as a result of his senior position with the Company, he has and/or will have access to strategic business information and other Confidential Information as that term is defined in this Agreement; and

Whereas, Employee acknowledges that the Company is engaged in a business that is highly competitive worldwide and that competition by Employee in that business or solicitation of business relations in competition with the Company during his employment and after his employment terminates would necessarily involve Employee’s use of the Company’s Confidential Information to which Employee was given access as an employee of the Company and would otherwise constitute unfair competition and would severely injure the Company.

Whereas, Employee acknowledges and agrees that, by virtue of Employee’s senior position and responsibilities with the Company, Employee has access to the Company’s current, former and prospective customers, clients, suppliers and/or business relations, including Confidential Information relating to such customers, clients, suppliers and/or business relations, and has generated goodwill belonging to the Company with such customers, clients, suppliers and/or business relations which would cause great and irreparable harm to the Company if used on behalf of any other person or entity.

Whereas, Employee acknowledges and agrees that, by virtue of Employee’s senior position and responsibilities with the Company, Employee has access to Confidential Information regarding Company personnel and that Employee has developed and/or will develop relationships with co-workers, and also that Employee is and/or will be in a position to exert undue influence over his co-workers, solely as a result of Employee’s employment with the Company.

Whereas, Employee acknowledges the following good, valuable and sufficient consideration Employee is receiving in exchange for Employee entering in to this Agreement, for which Employee would not otherwise be eligible if Employee did not execute this Agreement: (i) Employee’s continued employment in good standing as a member of the Company’s senior management; (ii) Employee’s right to participate in, and continued participation in, any Company bonus or incentive plan; (iii) to the extent applicable, in consideration for this Agreement’s superseding any prior agreement with the Company regarding the subject matter hereof; (iv) Employee’s merit salary increase on or about November 2012; and (v) a one-time payment to Employee in the amount of one hundred dollars.

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Now, therefore, in exchange for the above consideration, Employee agrees as follows:

1.     Devotion of Services

Employee agrees to devote his best efforts to the services of the Company in such capacity as the Company from time to time shall direct and agrees to comply with PAREXEL’s policies, practices and Code of Business Conduct and Ethics at all times. Employee warrants and represents that he is not subject to any restrictive covenant (non-competition, non-solicitation, confidentiality, or other obligation) with any third party that would prevent Employee from performing his job duties for the Company.

2.    Confidentiality

(a)    Employee agrees that he shall not at any time, without the prior written consent of the Company, disclose or use (except in the course of his employment with the Company and solely in furtherance of the interests of the Company and its subsidiaries or affiliates) any confidential or proprietary information belonging to the Company, including, but not limited to, business plans and strategy, customer lists, pricing information, sales information, records, data, documents, specifications, inventions, research, policies, processes, creative projects, methods and intangible rights, trade secrets, computer software, source code, marketing techniques and arrangements, personnel information, information about the Company's active and prospective customers, clients, and other business relationships, or any non-public operational, business or financial information relating to the Company or any of its subsidiaries or affiliates or relating to any third party (all of such information being hereinafter collectively referred to as "Confidential Information"). Notwithstanding the foregoing, the term "Confidential Information" shall not include information which (i) is already known to Employee prior to its disclosure to Employee by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no action by Employee; or (iv) is received by Employee from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. The absence of any marking or statement that any particular information is Confidential Information shall not affect its status as Confidential Information. Employee acknowledges and agrees that the Confidential Information he obtains or becomes aware of as a result of his employment with the Company is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that Employee is required to protect and not disclose such information.

(b)    Employee agrees that he shall not disclose any information belonging to third parties, including, without limitation, current, former and/or prospective customers and vendors of the Company, that is disclosed to Employee as a representative of the Company under an obligation of confidentiality.    

(c)    Employee agrees that, upon the termination of his employment for any reason, and immediately upon request of the Company at any time, he will promptly return (and shall not delete, destroy or modify) all property, including any originals and all copies of any documents, whether

2

stored on computers or in hard copy, obtained from the Company, or any of its current, former or prospective customers or vendors, whether or not Employee believes it qualifies as Confidential Information.  Such property shall include everything obtained during and as a result of Employee’s employment with the Company, other than documents related to Employee’s compensation and benefits, such as pay stubs and benefit statements. In addition, Employee shall also return any phone, facsimile, printer, computer, or other items or equipment provided by the Company to Employee to perform his employment responsibilities during his employment with the Company. Employee agrees that he shall not access or attempt to access the Company’s computer systems after the termination of Employee’s employment with the Company. Employee further agrees that he does not have a right of privacy to any communications sent through the Company’s electronic communications systems (including, without limitation, emails, phone calls and voicemail) and that the Company may monitor, retain, and review all such communications in accordance with applicable law.

3.    Non-Solicitation of Customers and Other Business Relations

Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment (“Non-Solicitation Period”) for any reason, whether voluntarily or involuntarily, Employee shall not, directly or indirectly:

(a)    induce or attempt to induce (including, without limitation, by soliciting business from or performing services for), any such customer, client, supplier, licensee or business relation of the Company with whom Employee or any of Employee’s reports interacted, or about whom Employee had access to Confidential Information (i) to do business with any Competing Business as defined in Section 5(b) below, that provides products or services similar to or competitive with those provided the Company, (ii) to cease doing business with the Company, (iii) to reduce the level of business he/she/it performs with the Company, or (iv) to divert marketing or other resources away from the Company; or

(b)     in any way interfere with the relationship between the Company and any of its customers, clients, suppliers, licensors, or other business relations.

4.    Non-Solicitation of Employees

    Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment for any reason, whether voluntarily or involuntarily, Employee shall not, directly or indirectly, solicit, hire, offer employment to, or in any manner encourage employees of the Company to leave employment with PAREXEL or otherwise violate their obligations to the Company.

5.    Non-Competition

Employee agrees that while he is employed by the Company and during the twelve (12) months immediately following the termination of his employment (“Non-Competition Period”) for any reason, whether voluntarily or involuntarily, Employee shall not directly or indirectly, as an

3

individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever:

(a)    engage in, become financially interested in, be employed by or have any business or professional connection with any Competing Business (as hereinafter defined) in any country worldwide in which the Company has an office or clinical research facility, provided, however, that Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time two (2) percent of any class of stock or securities of such corporation.

(b)    For purposes of this Section 5 and throughout this Agreement, a "Competing Business" shall mean any person, entity, or company, including any division, department or affiliate thereof, which offers products or services (including any new products or services being developed or researched by the Company prior to and as of the Termination Date) in connection with the research, development and/or commercialization of pharmaceutical products, biotechnology products and/or medical devices, including, without limitation, clinical research; clinical trial management; clinical pharmacology; laboratory research; data collection, management, processing, analysis and/or reporting; biostatistics; clinical logistics; consulting and regulatory affairs; commercialization; reimbursement and market access; medical communication; medical imaging; and software, electronic and technology solutions relating to the above.

6.    Developments

    (a)    If Employee (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice (herein “Generates” or are “Generated”) any Developments (as defined below), such Developments, and all of his rights and interests therein and all of his records relating to such Developments, shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and shall deliver to the Company all of his records relating to each such Development. Employee hereby assigns to the Company any and all rights (including, but not limited to, any rights under patent law, copyright law and/or other similar laws in any country) that he has or may have or may acquire in the Developments, without further compensation. All Developments which are copyrightable works shall be works made for hire.

(b)    “Developments” means any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that (1) are Generated while Employee is employed by the Company and relates to or is useful in the actual or planned business of the Company or any of the products or services being developed, manufactured, sold and/or provided by the Company, (2) result from tasks assigned to Employee by the Company or tasks within Employee’s scope of responsibility, or (3) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company. Employee acknowledges that any Developments Generated during his employment, prior to the date of this Agreement, are the sole and absolute property of Company and the terms of this Agreement shall apply to such Developments.

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(c)    Employee will, upon the Company’s request, without further compensation but at the Company’s expense, during and after his employment, promptly execute specific assignments of title to the Company and take such further acts as requested by the Company to confirm, secure, perfect, protect, enforce and/or transfer the Company’s right, title and interest in and to such Developments. Such acts may include, but are not limited to, Employee’s execution and delivery of documents and instruments and his assistance and cooperation in the registration and enforcement of applicable patents, copyrights or other forms of protection or other legal proceedings. If, at any time, Employee’s cooperation is required to enable the Company to secure, perfect, protect, enforce or transfer its right, title or interest in any Development and Employee fails to respond within fourteen (14) calendar days to a written request from the Company for action sent by PAREXEL to the last address for Employee maintained by the Company, Employee hereby appoints PAREXEL as his attorney, and grants PAREXEL his power of attorney to execute in good faith, commercially reasonable applications, releases, assignments, or other documents or agreements reasonably required to secure, perfect, protect, enforce or transfer the Company’s right, title or interest.

7.     Publications

Employee agrees that he will, no later than thirty (30) days prior to submission for publication in any forum (including electronic and on-line), provide the Company with copies of all writings and materials which reference PAREXEL or otherwise relate to his employment with the Company which he proposes to publish during his employment with the Company and within six (6) months immediately following the termination of his employment for any reason, whether voluntarily or involuntarily. Employee also agrees that he will remove or cause to be removed from the writings and materials any Confidential Information (as reasonably determined by the Company in its sole discretion) and/or any reference to PAREXEL, upon the Company’s request.

8.    Reasonableness

Employee agrees that the limitations set forth in this Agreement are reasonable given the highly competitive nature of the Company's business and are required for the Company's protection based upon numerous factors, including the knowledge and information to which Employee will have or has had access during Employee's employment with the Company.

9.     Injunctive Relief

Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate. As a result, Employee agrees that in the event of such a breach or threat of such a breach the Company shall, in addition to any other remedies available to it, have the right to injunctive relief, without the necessity of posting a bond.

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10.     Governing Law, Forum and Jury Waiver

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to its principles of conflict of laws. The parties agree that any action or proceeding with respect to this Agreement and Employee’s employment shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts, and Employee voluntarily submits to the exclusive jurisdiction over Employee's person by a court of competent jurisdiction located within the Commonwealth of Massachusetts. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the Commonwealth of Massachusetts, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby expressly waive their right to a jury trial for any claim relating to his/her/its rights or obligations under this Agreement. This Agreement is intended to supplement, and not supersede, any remedies or claims that may be available to the Company under applicable law, including any claims asserting misappropriation of trade secrets or unfair trade practices.

11.     Entire Agreement

Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein, provided however, that nothing herein is intended to supersede or modify in any way the terms of the Change of Control/Severance Agreement entered into between Employee and the Company and dated as of ___________________.

12.     Amendment, Modification or Waiver

No provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by Employee and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

13.     Severability

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear.

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14.     Prior Obligations

(a)    Employee warrants and represents to the Company that his employment by the Company and execution and performance of this Agreement does not conflict with any prior obligations to third parties, and Employee agrees that he will not disclose to the Company any proprietary information of any former or concurrent employer, unless consented to by such employer. Any violation of this Section 14(a) by Employee may result in the immediate termination of his or her employment with the Company.

(b)    Employee warrants and represents to the Company that he does not own or control and will not own or control while he is employed by the Company, any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the actual or planned business or products of the Company or relates in any manner to, or is useful in, its actual or anticipated research and development of the Company. If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trademark or technique exists, Employee grants to the company a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trademark or technique.

15.     Debarment/Exclusion

Employee hereby certifies to the Company that, as provided in Section 306(a) and Section 306(b) of the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 335a(a) and 335a(b)) and/or under any equivalent law within or outside the United States, he has not in the past been and/or is not currently (or threatened to be or subject to any pending action, suit, claim investigation or administrative proceeding which could result in him/her being) (i) debarred or (ii) excluded from participation in any federally funded healthcare program or (iii) otherwise subject to any governmental sanction in any jurisdiction (including disqualification from participation in clinical research) that would affect or has affected Employee’s ability to perform his obligations under this Agreement or his employment or prevent him from working for the Company in any capacity in any jurisdiction. Employee hereby confirms that he is not on any of the following exclusion lists: (a) Food and Drug Administration Debarment List; (b) General Services Administration Excluded Parties List System; or (c) Office of Inspector General List of Excluded Individuals/Entities. Employee warrants and represents to the Company that he will notify the Company immediately if any of the foregoing occurs or is threatened and that the obligation to provide such notice will remain in effect following the termination of his employment with PAREXEL for any reason, voluntary or involuntary. Any violation of this section by Employee may result in the termination of his employment with the Company. Immediately upon the request of the Company at any time, Employee will certify to the Company in writing his/her compliance with the provisions of this section.

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16.     Miscellaneous

(a)     Nothing in this Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company shall continue to employ Employee, and the Agreement shall not affect in any way the right of the Company to terminate the employment of Employee at any time and for any reason. By Employee's execution of this Agreement, Employee acknowledges and agrees that Employee's employment is "at will."

(b)    Employee’s obligations hereunder shall continue in full force and effect in the event that Employee’s job title, responsibilities, work location or other conditions of his employment with the Company change subsequent to the execution of the Agreement, without the need to execute a new Agreement.

(c)     Employee’s obligations hereunder to the Company shall apply equally to any of the Company’s current and future subsidiaries, affiliates, divisions, successors and assigns for which Employee performs services or about or from which Employee has access to Confidential Information. The Company may assign this Agreement to any subsidiary, affiliate, successor, or any entity acquiring all or substantially all of the assets of the Company.

(d)     Employee's obligations hereunder shall survive the termination of his/her employment with PAREXEL for any reason, voluntary or involuntary.

(e)     If Employee breaches or threatens to breach any of the covenants set forth in this Agreement, he agrees to pay all reasonable costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach, squelching that threat to breach, seeking injunctive relief, and/or in otherwise enforcing any of the covenants or provisions of this Agreement.

(f)    In the event that Employee breaches any of the provisions of Sections 3, 4 or 5 of this Agreement, to the extent permitted by law, the Non-Solicitation Period and/or Non-Competition Period (as applicable) shall be tolled until such breach has been duly cured.

    (g)    Employee agrees to provide a copy of this Agreement to any subsequent employers or prospective employers during the Non-Solicitation Period and/or Non-Competition Period. Employee specifically authorizes the Company to notify any subsequent employers or prospective employers of Employee of the restrictions on Employee contained in this Agreement and of any concerns the Company may have about actual or possible conduct by Employee that may be in breach of this Agreement. Employee agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during the Non-Competition Period. Such notice must be provided prior to the commencement of any such services or work.

    (h)     This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement of any such change is sought. It is agreed that a waiver by either

8

party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the same party.

    Intending to be legally bound hereby, Employee has signed this Agreement under seal, as of the date set forth below under his/her signature:

EMPLOYEE                     PAREXEL International Corporation

Name:                        Name:            

Title:

Date: ___________________            Date: ___________________

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EX-10.3

[UK entity and address]

KEY EMPLOYEE AGREEMENT

[UK entity and address]

Page 1 of 19

THIS AGREEMENT is made on     [date]

B E T W E E N

(1) [UK entity] whose registered office is at [address] (“the Company”)

and

(2) [Employee name and address] (“the Employee”)

WHEREAS

(A) The Employee acknowledges that, as a result of his/her position with the Company, he/she has or will have access to strategic business, clients’ and suppliers’ information, and Confidential Information (as this term is defined in this Agreement below) belonging to the Company, any Associated Company and the Group (as these terms are defined in this Agreement below) and its or their clients, suppliers or other third parties, and that such Confidential Information have been made available to the Employee under circumstances of confidence.

(B) The Employee acknowledges that, as a result of his/her position in the Company, he/she will obtain personal knowledge of and influence over the Company’s and its Associated Company’s customers and/or personnel and have access to strategic business, clients’ and suppliers’ information and Confidential Information.

(C) The Employee acknowledges that the Company and any Associated Company is engaged in a business that is highly competitive and that competition by the Employee with that business during the first 9 months after the date on which his/her employment terminates or solicitation of business relations during his/her employment and during the first 12 months after the date on which his/her employment terminates would necessarily involve the Employee’s use of the Company’s, any Associated Company’s or the Group’s Confidential Information to which the Employee was given or gained access by virtue of his/her position in the Company and would otherwise constitute unfair competition and would severely injure the legitimate business interests of the Company, and Associated Company or the Group.

(D) The Company’s, each Associated Company’s and the Group’s main business assets are its or their personnel, clients, suppliers and Confidential Information. In recognition of the increased risk of unfairly losing any of these business assets to its competitors, the Company has put in place terms to protect the legitimate business interests of the Company, each Associated Company and the Group, to which the Employee agrees.

(E) In consideration of the following, the Employee agrees to the terms of this Agreement: (i) the Employee’s continued employment in good standing as a member of the Company’s senior management; (ii) the Employee’s right to participate in, and continued participation in, any Company bonus or incentive plan; (iii) the Employee’s eligibility under this Agreement for salary continuation during the Non-Competition Period (as set forth in Section 6 below); (iv) to the extent applicable, in consideration for this Agreement’s superseding any prior agreement with the Company regarding the subject matter hereof; (v) the Employee’s merit salary increase on or about November 2012; and (vi) a one-time payment to the Employee in the amount of £100.

IT IS AGREED as follows:

Page 2 of 19

1 Definitions

1.1 In this agreement:

1.1.1 ‘Affiliates’ means any present or former officer, member, principal, partner, director, employee, worker, agent, consultant, contractor, trustee or shareholder of the Company, any Associated Company and/or any member of the Group.

1.1.2 ‘Agreement’ means this instrument and any and all Schedules to this Agreement as the same may be amended, modified or supplemented from time to time in accordance with these provisions.

1.1.3 ‘Associated Company’ includes any firm, company, business entity or other organisation:

1.1.3.1 which is directly or indirectly Controlled or managed by the Company; or

1.1.3.2 which directly or indirectly Controls or manages the Company; or

1.1.3.3 which is directly or indirectly Controlled or managed by a third party who also directly or indirectly Controls or manages the Company; or

1.1.3.4 of which the Company or any Associated Companies referred to in the above clauses owns or has a beneficial interest (whether directly or indirectly) in 20% or more of the issued share capital or 20% or more of the capital assets; or

1.1.3.5 which is the successor in title or assign of the firms, companies, business entities or other referred to above.

1.1.4 ‘Business’ means products or services (including any new products or services being developed or researched by the Company, any Associated Company and/or the Group as at the Termination Date) relating to the research, development and/or commercialisation of pharmaceutical products, biotechnology products and/or medical devices, including, without limitation, clinical research; clinical trial management; clinical pharmacology; laboratory research; data collection, management, processing, analysis and/or reporting; biostatistics; clinical logistics; consulting and regulatory affairs; commercialisation; reimbursement and market access; medical communication; medical imaging; and software, electronic and information technology services relating to the above.

1.1.5 ‘Capacity’ means as an officer, member, principal, partner, director, employee, agent, consultant, contractor, trustee or shareholder (other than as a holder or being otherwise interested in any less than 2% of any class of shares or other securities of any company which are for the time being quoted on any recognised stock exchange ) or otherwise.

1.1.6 ‘Clients’ means any Entity who was an actual client or customer of the Company, any Associated Company or the Group on or before the Termination Date.

1.1.7 ‘Company’ includes any successor in title or assign of the Company.

1.1.8 ‘Company Documents’ means all letters, emails, notes, memoranda, minutes, reports, files, records, specifications, manuals, models, plans, lists, surveys,

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diagrams, analysis, studies, compilations, print-outs, prints, photocopies and any other items not identified in this Agreement which belong or relate to the Company or any Associated Company or the Group or any Clients, Prospective Clients, Prospective Suppliers or Restricted Suppliers and shall be deemed to include all Copies of the foregoing.

1.1.9 ‘Company Property’ means all property belonging to the Company or any Associated Company or the Group, which is or has been (without limitation in time) in your possession and shall include (but not be limited to): any computers (whether desktop, laptop or handheld); printers; fax machines; photocopiers; software; tapes; computer disks; memory cards; flash drives or any other medium for storing information; mobile phones; credit cards; cheque books; charge cards (including fuel cards); discount cards; keys and security passes issued to you by the Company or any Associated Company or the Group or by any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers; Company Documents; Confidential Information and any other items not identified in this Agreement which belong to the Company or any Associated Company or the Group or any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers.

1.1.10 ‘Confidential Information’ means any information listed in clause 4.3 below belonging to or relating to the Company or any Associated Company or the Group, any information which the Employee has been told is confidential information, or which the Employee should reasonably believe is confidential information, or which because of its character or the circumstances or manner of its disclosure is confidential, and/or information which has been given in confidence to the Company or any Associated Company or the Group by a third party including but not limited to by any Client, Prospective Client, Supplier, or Prospective Supplier.

1.1.11 ‘Controls’ means the beneficial ownership of more than 50% of the issued voting shares or the legal power to direct or cause the direction of the general management of the Company or any Associated Company and the term ‘Controlled’ shall have the corresponding meaning.

1.1.12 ‘Copies’ means copies or records in whatever form (including, without limitation, in written, oral, visual or electronic form, on any magnetic, optical disk, memory card, flash drive or any other device for storing information and wherever located) and shall include (but not be limited to): any abstract, extract, summary or précis of the whole or any part of any Company Documents or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from the original.

1.1.13 ‘Entity’ means any person, firm, company, corporation, government, state (or agency of a state), association or partnership (whether or not having separate legal personality) or any other entity.

1.1.14 ‘Group’ means the Company and all its Subsidiaries from time to time and any Holding Company of the Company from time to time.

1.1.15 ‘Holding Company’ means a holding company of the Company as defined by section 1159 of the Companies Act 2006.

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1.1.16 ‘Intellectual Property’ includes trade marks whether registered or unregistered, service marks whether registered or unregistered, patentable and non-patentable inventions, designs, utility models, copyrights (including design copyrights), database rights, semi-conductor topography rights, all other similar proprietary rights, applications for any of the foregoing and the right to apply for them in any part of the world and including without limitation all such rights in materials, prototypes, discoveries, techniques, developments, processes, plans, designs, formula, specifications, computer programs and software, source codes, data, technical information or any other work, trade or business brand names, trade secrets, goodwill, the style or presentation of the goods or services, creations, confidential information or know-how and any research effort relating to any of the above mentioned business names whether registrable or not, moral rights and any similar rights in any country.

1.1.17 ‘Key Personnel’ means any person who (i) was during the Relevant Period and is at the Termination Date, employed, or engaged, by the Company or any Associated Company or the Group, or (ii) had been induced by the Employee in breach of the Employee’s duties to terminate his/her employment with the Company any Associated Company or the Group prior to the Termination Date, in each case with whom during the Relevant Period:

1.1.17.1 the Employee had direct and material dealings in performing his/her duties in the course of his/her employment with the Company, any Associated Company or the Group; or

1.1.17.2 who had material contact with Restricted Clients, Prospective Clients or from Restricted Suppliers or Prospective Suppliers in performing his/her duties of in the course of his/her employment with the Company, any Associated Company or the Group; or

1.1.17.3 who was a member of the senior management of the Company, any Associated Company or the Group; or

1.1.17.4 who was a member of the Employee’s organisation or department of the Company or any Associated Company.

1.1.18 ‘Prohibited Business’ means the Business carried on at any time during the Relevant Period by the Company or any Associated Company or the Group and in which the Employee was directly and materially concerned at any time during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.19 ‘Prospective Clients’ means any Entity (i) with whom the Company, any Associated Company or the Group was either actively engaged in discussions or negotiations during the Relevant Period with a view to any such Entity dealing with the Company or any Associated Company or the Group as a client thereof or (ii) with whom the Company, any Associated Company or the Group was materially involved during the Relevant Period in making a presentation or providing a quotation or consultancy concerning the Business, in each case about which the Employee possesses or has access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

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1.1.20 ‘Prospective Suppliers’ means any Entity who was during the Relevant Period in discussions or negotiations with the Company or any Associated Company or the Group with a view to supplying of any goods or services (but excluding utilities and goods or services supplied for administrative purposes which are not unique to or customized for the Company’s, any Associated Company’s or the Group’s requirements) to the Company or any Associated Company or the Group and about which the Employee possesses or has access to Confidential Information and with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.21 ‘Relevant Period’ means the period of 12 months ending with the Termination Date or the period of the Employee’s employment with the Company if that period was shorter than 12 months or, if the Employee is placed on Garden Leave pursuant to clause 3 below, the period of 12 months ending with the date on which such Garden Leave begins.

1.1.22 ‘Restricted Clients’ means any Client about which, at any time in the Relevant Period, the Employee possessed or had access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings in the course of carrying out his or her duties for the Company, any Associated Company or the Group.

1.1.23 ‘Restricted Suppliers’ means any Entity who was at any time during the Relevant Period a supplier of any goods or services (but excluding utilities and goods or services supplied for administrative purposes which are not unique to or customized for the Company’s, any Associated Company’s or the Group’s requirements) and about which the Employee possesses or has access to Confidential Information or with whom the Employee or any employee reporting to Employee (directly or indirectly) had material personal contact or material dealings during the Relevant Period in the course of the Employee’s employment with the Company.

1.1.24 ‘Subsidiary’ means a subsidiary for the time being of the Company or of any Holding Company of which the Company is a subsidiary as defined by section 1159 of the Companies Act 2006 and the expression ‘Subsidiaries’ shall have the corresponding meaning.

1.1.25 Territory’ means the United Kingdom and /or

1.1.25.1 any other member state of the European Union and/ or:

1.1.25.2 any other country in the world:

where on the Termination Date the Company, any Associated Company, or the Group is engaged in the Business or, where the Company, any Associated Company or the Group is intending within the 12 months following the Termination Date to engage in the Business, and in respect of which in the course of his/her employment during the Relevant Period the Employee (whether alone or jointly with others), has been responsible, concerned or active on behalf of

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any such member of the Group, or in respect of which country the Employee possesses or has access to relevant Confidential Information.

1.1.26 ‘Termination Date’ means the date upon which the Employee’s employment with the Company actually ends (for any reason) whether with notice or without notice.

1.1.27 ‘Third Party’ means any Associated Company or the Group and any present or former officers, employees, trustees, shareholders or agents of the Company or any Associated Company or the Group.

1.2 The paragraph headings in this Agreement are inserted only for convenience and shall not affect its construction.

1.3 References in this agreement to any paragraph, clause, sub-clause or schedule without further designation shall be construed as references to the paragraph, clause, sub-clause or schedule of this Agreement so numbered.

1.4 References to statutes shall be deemed to include any statutory modification, re-enactment or extension of such statute and any orders, regulations, instruments or other subordinate legislation made pursuant to such statute.

2 Devotion of Services

2.1 The Employee agrees to devote his/her best efforts to the Business in such capacity as the Company from time to time shall direct and agrees to comply with the Company’s policies, practices and Code of Business Conduct and Ethics at all times.

2.2 The Employee is expected to serve the Company with the utmost good faith and fidelity at all times. The Employee has a duty to report to his/her manager any matters that could affect the Business (whether positively or adversely).

2.3 The Employee represents and warrants that he/she is not bound by or subject to any court order, agreement, arrangement, restriction or undertaking which in any way restricts or prohibits him/her from entering into this Agreement or from performing his/her duties under this Agreement.

2.4 It is a further condition of the Employee’s employment with the Company that he/she will, whilst working for the Company, observe and in every respect comply with all or any such restrictions as do or will apply to the Employee and/or to his/her work activities and that the Employee will take every practicable step to ensure that the Company is not exposed to any liability for inducing a breach of any such restrictions.

2.5 Contravention of this paragraph 2 is likely to be treated by the Company as gross misconduct.

3 Termination of Employment

3.1 The Company reserves the right to require the Employee to remain away from work during any period following the giving of notice of termination of the Employee’s

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employment with the Company, whether such notice was given by the Company or the Employee (“Garden Leave”).

3.2 During any period of Garden Leave:

3.2.1 the Company shall be under no obligation to provide the Employee with any work or vest any powers in the Employee and the Employee shall have no right to perform any duties for the Company, any Associated Company or the Group or will only perform such duties, specific projects or tasks as are assigned to him/her by the Company;

3.2.2 the Employee shall not (without the prior written consent of the Company) attend his/her normal place of work or any other office or premises of the Company, any Associated Company or the Group, or any Clients, Prospective Clients, Prospective Suppliers or Restricted Suppliers;

3.2.3 the Employee shall continue to receive his/her basic salary and contractual benefits;

3.2.4 the Employee shall remain an employee of the Company and be bound by all the express and implied terms of his/her employment including, without limitation, the duty of fidelity and good faith owed to the Company;

3.2.5 the Employee shall notify the Company of any change of his/her address or contact details;

3.2.6 the Employee shall not (without the prior consent of the Company) access the Company’s, any Associated Company’s or the Group’s informational technology systems, including computer and telecommunications systems;

3.2.7 the Employee shall not (without the prior written consent of the Company) directly or indirectly contact or deal with (or attempt to contact or deal with) any employees, Clients, Prospective Clients, Restricted Suppliers, Prospective Suppliers and professional contacts of the Company or any Associated Company or the Group except where such employees, Clients, Prospective Clients, Restricted Suppliers, Prospective Suppliers and professional contacts are personal friends of the Employee and he/she is contacting them in a personal capacity outside his/her normal working hours;

3.2.8 the Employee shall not (without the Company’s prior written consent) directly or indirectly and whether acting alone or jointly on his/her own behalf or on behalf of or in association or conjunction with be permitted to work for any other Entity and in any Capacity;

3.2.9 the Employee shall (except during any periods taken as holiday which must be approved by the Company in the usual way) ensure that his/her line manager knows where the Employee will be and how he/she can be contacted during each working day and the Employee shall comply with any written requests to contact a specified employee of the Company, any Associated Company or the Group at specified intervals; and

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3.2.10 if requested by the Company take all untaken holiday which has accrued up to the commencement and during the continuation of the notice period whilst on Garden Leave.

4 Confidentiality

4.1 The Employee expressly acknowledges that in the course of his/her employment under this Agreement he will have access to and be entrusted with secret, confidential or private information in respect of the Business and financial affairs of the Company and its dealings transactions and affairs and likewise in relation to any Associated Company or the Group which is of such a highly confidential nature as to require the same protection as if it was a trade secret.

4.2 The Employee expressly agrees that he/she shall not either during his/her employment with the Company or after the Termination Date without limit in point of time divulge, disclose or communicate to any person (except to such employee(s) of the Company whose province it is and who are authorized to know the same) or use for the Employee’s own purpose or for any purposes other than those of the Company, or through any failure to exercise all due care and diligence, cause any unauthorised publication or disclosure of, any Confidential Information and shall use his/her best endeavours to prevent the unauthorised publication or disclosure thereof by others.

4.3 For the purposes of this Agreement, Confidential Information shall include but not be limited to the following:

4.3.1 Intellectual Property;

4.3.2 information identifying any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers of the Company, any Associated Company or the Group (including names, addresses, contacts, telephone numbers and email addresses);

4.3.3 information up to and including the Termination Date relating to requests made to the Company, any Associated Company or the Group to provide quotations or tenders or other information to any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers;

4.3.4 details of relationships or arrangements with or knowledge of the needs or requirements of any Clients, Prospective Clients, Restricted Suppliers, or Prospective Suppliers;

4.3.5 information relating to market research collated or commissioned by the Company, any Associated Company or the Group for the purpose of identifying markets and/or demand for the Business of the Company, any Associated Company or the Group or for new business areas or markets for the Company, any Associated Company or the Group to enter into;

4.3.6 information relating to the identity of any Entity considered for acquisition, merger or outsourcing work by the Company, any Associated Company or the Group and information compiled for the purpose of that consideration;

4.3.7 information relating to the finances, budgets, forecasts, financial reports, market share or financial status of the Company, any Associated Company or the Group;

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4.3.8 information relating to the marketing techniques and arrangements or development plans, product development plans or strategies of any product or services of the Company, any Associated Company or the Group;

4.3.9 information relating to pricing, fee levels, margins, pricing policies, commission arrangement and any specific pricing or similar arrangement in force between any Clients or Restricted Suppliers and the Company, any Associated Company or the Group;

4.3.10 information relating to the Company, any Associated Company or the Group’s internal policies, terms of business, organisational charts, management, business methods, business strategy, creative plans and strategy, product lines, sales data, prices or pricing strategy;

4.3.11 information relating to the finances or financial status of any Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers;

4.3.12 information of a personal or otherwise of a confidential nature relating to any Affiliate, temporary worker or candidate of the Company, any Associated Company or the Group;

4.3.13 the Company’s, any Associated Company’s or the Group’s know-how;

4.3.14 the Company’s, any Associated Company’s or the Group’s databases;

4.3.15 the Company’s, any Associated Company’s or the Group’s confidential computer software; and

4.3.16 any other Confidential Information of the Company, any Associated Company or the Group which has or may have come to his/her knowledge during his/her employment with the Company, any Associated Company or the Group whether or not they are or were marked as confidential.

4.4 This clause 4 does not apply to Confidential Information which may (otherwise than through the Employee’s unauthorised act, misconduct or default) become available to the public generally without requiring a significant expenditure of labour, skill or money. Nor shall the restrictions in this clause 4 apply to any secret, confidential or private information which the Employee is required to disclose by any court or competent authority or which shall become part of his own skill and knowledge by virtue of his/her employment by the Company.

4.5 The Employee shall not at any time during his/her employment (except in the proper course of the Employee’s duties) or afterwards make or retain Copies.

4.6 The Employee’s obligations under this paragraph shall be in addition to, and not in substitution for, any obligations imposed upon the Employee by law in relation to abuse of Confidential Information.

5 Company Property

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5.1 The Employee is responsible for the safe keeping and preservation of all Company Documents and Company Property issued to the Employee whilst in the Company’s employment.

5.2 If the Employee is authorized to take Company Documents and Company Property out of the office, the Employee is required to take all necessary steps to protect the security of those items.

5.3 The Employee agrees that, upon the termination of his/her employment for any reason and in any event within 7 days of the Termination Date, and immediately upon request of the Company at any time (including, without limitation, during any period of Garden Leave), whether before or after the Termination Date, he/she will promptly return (and shall not delete or destroy) all Company Documents, including any originals and Copies obtained from the Company, any Affiliates, or any of its Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers, whether or not the Employee believes it qualifies as Confidential Information, other than personal documents related to the Employee’s pay and benefits (such as pay statements and benefit statements). In addition, the Employee shall also return all Company Property provided by the Company to the Employee provided to him/her during the course of his/her employment with the Company, any Associated Company or the Group.

5.4 The Employee further agrees that he/she shall not access the Company’s, any Associated Company’s or the Group’s informational technology systems on or after the commencement of any period of Garden leave or on or after the Termination Date.

5.5 The Employee shall, if so required by the Company, confirm in writing his/her compliance with his/her obligations under this clause 5.

6 Restrictive Covenants    

6.1    Non-competition

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his/her employment, and (ii) for the period of 9 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity in any Capacity (a) carry on, or (b) be engaged or employed in, or (c) have an interest in, or (d) be concerned in, or (e) assist, any business operating within the Territory which is carrying on Prohibited Business, unless with the prior written consent of the Company.

6.1 Non-dealing

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his/her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity (unless with the prior written consent of the Company):

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6.1.17 (a) accept, or (b) facilitate the acceptance of, or (c) deal in any way with, or (d) do Prohibited Business with any Restricted Client, Prospective Client, Restricted Supplier or Prospective Supplier; or

6.1.18 interfere with the contractual arrangements in place at the Termination Date or at any time during the period of 12 months immediately following the Termination Date between any Restricted Clients, Prospective Clients, Restricted Suppliers or Prospective Suppliers and the Company, any Associated Company or the Group or with the provision or sourcing of supplies by or from any Restricted Suppliers or Prospective Suppliers.

6.2 Non-solicitation

The Employee shall not in competition with the Company, any Associated Company, or the Group (i) during his /her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity: (a) solicit, or (b) assist in soliciting, or (c) canvass, or (d) approach with a view to procuring, or (e) otherwise attempt to procure, Prohibited Business from any Restricted Client or any Prospective Client, unless with the prior written consent of the Company.

6.3 Key Personnel

The Employee shall not (i) during his/her employment or (ii) for the period of 12 months immediately following the Termination Date directly or indirectly and whether acting alone or jointly on the Employee’s own behalf or on behalf of or in association or conjunction with any Entity and in any Capacity (unless with the prior written consent of the Company):-

6.3.1 (a) induce, or (b) solicit, or (c) entice, or (d) procure, or (e) endeavour to induce, solicit, entice or procure, any Key Personnel to leave the Company or any Associated Company or the Group; or

6.3.2 (a) employ, or (b) engage any Key Personnel.

6.4 The Employee hereby acknowledges and agrees with the Company that:

6.4.1 each of the clauses and sub-clauses contained in this paragraph constitutes an entirely separate, severable and independent covenant and restriction on the Employee;

6.4.2 the duration extent and application of each of the restrictions contained in this paragraph are fair, reasonable and necessary for the protection of the personnel, goodwill and trade connections of the Company, each Associated Company and the Group; and

6.4.3 in the event that any of the restrictions contained in this paragraph should be found to be invalid and unenforceable but would be valid and enforceable if some part thereof were to be deleted and/or modified, such restriction shall apply

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with such deletion and/or modification as may be necessary to make it valid and enforceable.

6.5 The Employee acknowledges and agrees that he/she will on a continuing basis advise the Company of the name and address of any Entity, whether acting alone or jointly on his/her own behalf or on behalf of or in association or conjunction with the Employee before or during the period of 12 months after the Termination Date, that offers to employ, engage or involve the Employee in any Capacity. Should the Employee obtain such future employment within the specified period he/she will provide the information set out in this clause to the Company within 14 days of commencing such future employment. The Employee agrees that such disclosure is necessary for the Company to ensure compliance with the provisions of this paragraph.

6.6 The Employee acknowledges and agrees that he/she will on a continuing basis be obliged to draw the provisions of this clause 6 to the attention of any Entity who may at any time before or during the period of 12 months after the Termination Date offer to employ, engage or involve the Employee in any Capacity, in a business in circumstances where such engagement or involvement will or might, by reason of the provisions of this paragraph, cause the Employee to be in breach of this Agreement.

6.7 The period of restriction set out in each of clauses 6.1, 6.2, 6.3 and 6.4 above shall be reduced by the length of any period spent by the Employee on Garden Leave.

6.8 Subject to the provisions of clause 6.10, the Company shall pay to the Employee for the duration of the period of restriction referred to in clause 6.1 (as such period is reduced, as the case may be, by the provisions of clause 6.8) a payment calculated at the rate of the basic salary which was payable to the Employee at the Termination Date (and will not include any bonuses, commissions, or other forms of compensation), such payments to be made in accordance with the Company's usual monthly payroll procedures during the period of restriction and to be subject to such deductions as are required by law.

6.9 The Company may, at its entire discretion, release the Employee from the provisions of clause 6.1 at any time (whether before the commencement of or during the period of restriction provided for in that clause), in which case its obligations to make payments pursuant to the provisions of clause 6.9 shall cease immediately on the date that such release takes effect. Such release of clause 6.1, if made by the Company, will not waive, terminate or otherwise affect any other clauses or obligations upon the Employee under the Agreement.

6.10 Any severance payments that Employee is entitled to, eligible for or does receive under any contract with the Company or any plan sponsored by the Company shall be offset against and reduced by any payment(s) for which Employee is eligible under this Agreement.

7 Developments

7.1 At any time during the Employee’s employment under this Agreement and subject to the provisions of the Registered Designs Act 1949 (as amended), the Patents Act 1977, the Copyright Designs and Patents Act 1988, Council Regulation 60/02/EC and the Copyright and Related Rights in Databases Regulations 1997, the Employee makes, discovers or participates in the making or discovery of any Intellectual Property relating

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to or capable of being used in the Business for the time being carried on by the Company or any Associated Company or the Group full details of the Intellectual Property shall immediately be communicated by him/her to the Company and the Employee agrees that it shall be the absolute property of the Company.

7.2 To the extent that it may be necessary, the Employee will without payment (except as provided for in section 40 of the Patents Act 1977) and whether or not the Employee is still employed by the Company or any Associated Company or the Group at the material time, at the expense of the Company promptly do all such things and sign and execute all such documents and deeds as may reasonably be required in order to enable the Company or any Associated Company or the Group or their nominee to apply for and obtain protection for the Intellectual Property in any or all countries and to vest title thereto in the Company or any Associated Company or the Group or their nominee absolutely.

7.3 Without prejudice to the generality of clause 7.2 above, the Employee hereby irrevocably authorises the Company to appoint some person in the Employee’s stead to do all such things and execute all such documents as may be necessary for or incidental to granting to the Company, any Associated Company or the Group the full benefit of this paragraph and the power of attorney referred to in this clause shall be effective for that purpose.

7.4 Nothing in this paragraph shall oblige the Company, any Associated Company or the Group to seek patent or other protection for any Intellectual Property or to exploit any Intellectual Property.

Inventions

7.5 If at any time during the Employee’s employment the Employee (whether alone or jointly with any other person or persons) make any invention which relates either directly or indirectly to the Business, the Employee will promptly disclose to the Company all details of such invention to enable the Company to determine whether or not, applying the provisions of section 39 of the Patents Act 1977, it is the Company’s property. The Employee hereby agrees that all inventions shall be held on constructive trust for the Company until its ownership can be determined.

7.6 If the invention is not the property of the Company or any Associated Company or the Group, the Company shall subject to the provisions of section 7 of the Patents Act 1977 have the right to acquire for itself or its nominee the Employee’s rights in the invention within 6 months after disclosure pursuant to this clause on fair and reasonable terms to be agreed or settled by a single arbitrator.

Copyright

7.7 The Employee will promptly disclose to the Company all copyright works or designs originated, conceived, written or made by the Employee alone or with others (except only those works originated, conceived written or made by the Employee wholly outside the Employee’s normal working hours which are wholly unconnected with the Employee’s employment by the Company, any Associated Company or the Group) and shall hold them in trust for the Company until such rights shall be fully and absolutely vested in the Company.

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7.8 The Employee hereby assigns to the Company by way of future assignment all copyright, design right and other proprietary rights (if any) for the full terms thereof throughout the world in respect of all copyright works and designs originated, conceived, written or made by the Employee (except only those works or designs originated, conceived, written or made by the Employee wholly outside the Employee’s normal working hours which are wholly unconnected with the Employee’s employment by the Company, any Associated Company or the Group) during the period of the Employee’s employment by the Company, any Associated Company or the Group.

7.9 The Employee hereby irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred on the Employee by sections 77, 80 and 84 of the Copyright, Designs and Patents Act 1988 in respect of all copyright works created by the Employee or any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of this paragraph or otherwise.

7.10 The Employee hereby agrees not to register any Intellectual Property used or is proposed to be used by the Company, any Associated Company or the Group, without the consent of the Company, any Associated Company or the Group. Should the Employee breach this clause any application for registration of that Intellectual Property will be regarded as being made in bad faithand if granted would be liable to be declared invalid.

7.11 During the Employee’s employment by the Company, any Associated Company or the Group and at all times thereafter the Employee will (whether by omission or commission) do nothing to affect or imperil the validity of the protection for the Intellectual Property obtained or applied for by the Company, any Associated Company or the Group or its nominee pursuant to this paragraph. The Employee will at the direction and expense of the Company promptly render all assistance within the Employee’s power to enable the Company, any Associated Company or the Group or its nominee to obtain and maintain such protection or to make an application for any extension thereof.

7.12 Rights and obligations under this paragraph shall continue in force after the termination of the Employee’s employment by the Company in respect of Intellectual Property made or discovered during the Employee’s employment by the Company and shall be binding upon the Employee’s heirs and successors, assigns and representatives.

7.13 The Employee acknowledges that the provisions in this paragraph 7 are no more extensive than is reasonable and necessary for the legitimate protection of the Company, any Associated Company or the Group.

8 Publications

8.1 The Employee agrees that he/she will, no later than thirty 30 days prior to submission for publication in any forum (including electronic and on-line), provide the Company with copies of all writings and materials which reference the Company, any Associated Company or the Group or otherwise relate to his/her employment with the Company which he/she proposes to publish during his/her employment with the Company and within 6 months thereafter. The Employee also agrees that he/she will remove or cause to be removed from the writings and materials any Confidential Information (as reasonably determined by the Company in its sole discretion) and/or any reference to the Company, any Associated Company or the Group, upon the Company’s request.

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9 Obligations

9.1 The Employee warrants and represents to the Company that his/her employment by the Company and execution and performance of this Agreement does not conflict with any prior obligations to third parties, and the Employee agrees that he/she will not disclose to the Company any proprietary information of any former or concurrent employer, unless consented to by such employer. Any violation of this paragraph by the Employee may result in the termination of his/her employment with the Company.

9.2 The Employee warrants and represents to the Company that he/she does not own or control and will not own or control while he/she is employed by the Company, any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the actual or planned business or products of the Company or relates in any manner to, or is useful in, its actual or anticipated research and development of the Company. If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique exists, the Employee grants to the Company, each Associated Company and the Group a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trade mark, service mark or technique.

9.3 The Employee warrants and represents to the Company that, as provided in Section 306(a) and Section 306(b) of the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 335a(a) and 335a(b)) and/or under any equivalent law within or outside the United States, he/she has not in the past been and/or is not currently (or threatened to be or subject to any pending action, suit, claim investigation or administrative proceeding which could result in him/her being) (i) debarred or (ii) excluded from participation in any federally funded healthcare program or (iii) otherwise subject to any governmental sanction in any jurisdiction (including disqualification from participation in clinical research) that would affect or has affected Employee’s ability to perform his/her obligations under this Agreement or contract of employment or prevent him/her from working for the Company in any capacity in any jurisdiction. Employee hereby confirms that he/she is not on any of the following exclusion lists: (a) Food and Drug Administration Debarment List; (b) General Services Administration Excluded Parties List System; or (c) Office of Inspector General List of Excluded Individuals/Entities. Employee warrants and represents to the Company that he/she will notify the Company immediately if any of the foregoing occurs or is threatened and that the obligation to provide such notice will remain in effect following the termination of his/her employment with PAREXEL for any reason, voluntary or involuntary. Any violation of this section by Employee may result in the termination of his/her employment with the Company. Immediately upon the request of the Company at any time, Employee will certify to the Company in writing his/her compliance with the provisions of this section.

10 Reasonableness

10.1 The Employee agrees that the provisions of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company, any Associated Company or the Group, based upon a number of factors, including the highly competitive nature of the Business of the Company, each Associated Company and the Group and the

Page 16 of 19

knowledge and information to which the Employee will have or has had access during the Employee's employment with the Company.

11 Injunctive Relief

11.1 The Employee acknowledges that a breach of this Agreement will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate. As a result, the Employee agrees that in the event of such a breach or threat of such a breach the Company shall, in addition to any other remedies available to it, have the right to injunctive relief.

12 Governing Law

12.1 This Agreement shall be governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction to resolve any disputes between the parties arising out of or related to this Agreement.

12.2 This Agreement is intended to supplement, and not supersede, any remedies or claims that may be available to the Company, any Associated Company or the Group under applicable law (including, without limitation, pursuant to the Employee's contract of employment with the Company), including any claims asserting misappropriation of trade secrets or unfair trade practices.

13 Entire Agreement

13.1 This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes any conflicting terms of any undertakings and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein.

13.2 This Agreement will take precedence over any undertakings and the provisions of any agreements that are inconsistent with the provisions of this Agreement.

14 Amendment, Modification or Waiver

14.1 No provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by the Employee and by an officer of the Company thereunto duly authorized. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

15 Severability

15.1 In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein.

16 Miscellaneous

16.1 The Employee’s obligations hereunder to the Company shall:

Page 17 of 19

16.1.1 continue in full force and effect in the event that the Employee’s job title, responsibilities, work location or other conditions of his/her employment with the Company change subsequent to the execution of the Agreement, without the need to execute a new Agreement;

16.1.2 apply equally to any of the Company’s current and future subsidiaries, affiliates, divisions, successors and assigns for which the Employee performs services or about or from which Employee has access to Confidential Information; and

16.1.3 survive the termination of his/her employment with the Company.

16.2 If the Employee breaches any of the covenants set forth in this Agreement, he/she agrees to pay to the Company all reasonable costs (including reasonable legal costs) incurred by the Company, any Associated Company or the Group in establishing that breach and in otherwise enforcing any of the covenants or provisions of this Agreement.

16.3 The Employee specifically authorizes the Company to notify any subsequent employers or prospective employers of the Employee of the restrictions on Employee contained in this Agreement and of any concerns the Company may have about actual or possible conduct by the Employee that may be in breach of this Agreement.

16.4 This Agreement shall be binding upon and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties hereto. It may not be changed orally, but only in writing signed by the party against whom enforcement of any such change is sought. It is agreed that a waiver by either party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by the same party.

16.5 The Company and the Employee agree that section 1(1) of the Contracts (Rights of Third Parties) Act 1999 shall apply to this Agreement to the extent (but no more) that any Third Party shall be entitled to enforce and take the benefit of those clauses of this Agreement which expressly refer to that Third Party.

DELIVERY AS A DEED

The execution of this document by or on behalf of a party shall constitute an authority to solicitors acting on behalf of any party to date it and deliver it as a deed.

Page 18 of 19

IN WITNESS whereof this Agreement has been executed as a deed and delivered the day and year first above written.

EXECUTED and DELIVERED AS A DEED

for and on behalf of the Company, each

Associated Company and the Group    

By: James F. Winschel, Jr.    ………………………………………….……..

In the presence of

Name        ………………………………………….……..

Signature    ………………………………………….……..

Address    ………………………………………….……..

………………………………………….……..

Occupation    ………………………………………….…….

EXECUTED and DELIVERED AS A DEED

By: [Name]     …………………………………………………

In the presence of

Name        ………………………………………….……..

Signature    ………………………………………….……..

Address    ………………………………………….……..

………………………………………….……..

Occupation    ………………………………………….…….

Page 19 of 19

EX-10.4

STOCK PURCHASE AGREEMENT

BY AND AMONG

PAREXEL INTERNATIONAL HOLDING B.V.,

HERON GROUP LIMITED,

THE STOCKHOLDERS OF HERON GROUP LIMITED

(NAMED HEREIN)

AND

JOHN KERRIGAN, SOLELY IN HIS CAPACITY AS REPRESENTATIVE

April 30, 2013

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TABLE OF CONTENTS

		Page
ARTICLE I	PURCHASE AND SALE	1
1.1	Purchase and Sale	1
1.2	The Closing	1
1.3	Purchase Price	1
1.4	Actions at the Closing	1
1.5	Adjustment After the Closing	3
1.6	Options and Warrants	5
1.7	Escrow Arrangements	5
1.8	Earn-Out Consideration	6
1.9	Representative	15
1.10	Withholding Obligations	17
ARTICLE II	REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS	18
2.1	Authorization	18
2.2	Noncontravention	18
2.3	Ownership of Stock	18
2.4	Litigation	19
2.5	Brokers’ Fees	19
ARTICLE III	REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND THE SUBSIDIARIES	19
3.1	Organization, Qualification and Corporate Power	19
3.2	Capitalization	19
3.3	Authorization	20
3.4	Noncontravention	20
3.5	Subsidiaries	21
3.6	Financial Statements	22
3.7	Absence of Certain Changes	24
3.8	Undisclosed Liabilities	25
3.9	Tax Matters	25
3.10	Assets	32
3.11	Owned Real Property	33
3.12	Real Property Leases	33
3.13	Intellectual Property	34
3.14	Inventory	38
3.15	Contracts	38
3.16	Accounts Receivable	40
3.17	Powers of Attorney	41

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3.18	Insurance	41
3.19	Litigation	41
3.20	Warranties	41
3.21	Employees	42
3.22	Employee Benefits	44
3.23	Environmental Matters	48
3.24	Legal Compliance	48
3.25	Customers and Suppliers	49
3.26	Permits	50
3.27	Certain Business Relationships With Affiliates	50
3.28	Brokers’ Fees	50
3.29	Books and Records	50
3.30	Data Protection	50
3.31	Prepayments, Prebilled Invoices and Deposits	52
3.32	Customer Offerings	52
3.33	Disclosure	52
3.34	No Further Representations; Projections	52
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF THE BUYER	53
4.1	Organization and Corporate Power	53
4.2	Authorization of Transaction	53
4.3	Noncontravention	54
4.4	Broker’s Fees	54
4.5	Disclosure	54
4.6	No Further Representations	54
ARTICLE V	COVENANTS	54
5.1	Cooperation in Litigation	54
5.2	Transition Assistance	55
5.3	Tax Matters	55
5.4	Expenses	59
5.5	Heron Market Access Limited Name Change	59
5.6	Data Room Contents	60
5.7	Company Employees and Company Employee Plans	60
5.8	Key Employee Retention Plan	60
5.9	Equity Interest in HHPL	60
5.10	Further Assurances	61
ARTICLE VI	INDEMNIFICATION	61
6.1	Indemnification	61
6.2	Indemnification Claims	64
6.3	Survival of Representations and Warranties	68
6.4	Limitations	69

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6.5	Payments	70
ARTICLE VII	PROPRIETARY INFORMATION; NO SOLICITATION AND NON-COMPETITION	70
7.1	Proprietary Information	70
7.2	No Solicitation or Hiring of Former Employees	71
7.3	Non-Competition Agreement	72
ARTICLE VIII	DEFINITIONS	74
ARTICLE IX	MISCELLANEOUS	90
9.1	Press Releases and Announcements	90
9.2	No Third Party Beneficiaries	90
9.3	Entire Agreement	90
9.4	Succession and Assignment	90
9.5	Counterparts and Facsimile Signature	90
9.6	Headings	90
9.7	Notices	91
9.8	Governing Law	91
9.9	Amendments and Waivers	92
9.10	Severability	92
9.11	Submission to Jurisdiction	92
9.12	Specific Performance	93
9.13	Representation by Counsel	93
9.14	Construction	93
Exhibit A -	[RESERVED]
Exhibit B -	Form of Opinion of U.K. Counsel to the Company and the Sellers
Exhibit C -	Form of Employment Agreement between the Company and John Kerrigan
Exhibit D -	Form of Consulting Agreement between the Company and Paul Howard
Exhibit E -	Form of Consulting Agreement between the Company and Chris Knight
Exhibit F-1 -	Form of Key Employee Agreement (United Kingdom)
Exhibit F-2 -	Form of Key Employee Agreement (United States)
Exhibit F-3 -	Form of Key Employee Agreement (India)
Exhibit F-4 -	Form of Key Employee Agreement (Sweden)
Exhibit G -	Form of Release
Exhibit H -	Financial Model
Exhibit I -	Form of Escrow Agreement
Schedule I -	Allocation of Purchase Price
Schedule II -	Estimated Closing Adjustment Statement
Schedule 1.4(a)(iv)	Resignations

iii

Schedule 1.4(a)(x)	Related Party Agreement Terminations
Schedule 5.8	Key Employee Retention Plan

iv

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is entered into as of April 30, 2013, by and among PAREXEL International Holding B.V., a company organized under the laws of the Netherlands (the “Buyer”); Heron Group Limited, a private limited company organized under the laws of England and Wales (the “Company”); the Persons named as sellers on the signature pages attached hereto (collectively, the “Sellers”); and John Kerrigan, solely in such Person’s capacity as the representative of the Sellers (the “Representative”). The Buyer, the Company, the Sellers and the Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A.    The Individual Sellers are the legal owners of all the Company Shares. The Individual Sellers and the Entity Seller are, between them, the beneficial owners of all the Company Shares.

B.    The Parties desire to enter into this Agreement pursuant to which each Individual Seller agrees to sell to the Buyer the entire legal interest in and such beneficial interest as is described in Section 3.2(b) of the Disclosure Schedule in the Company Shares and the Entity Seller agrees to sell to the Buyer such beneficial interest as is described in Section 3.2(b) of the Disclosure Schedule in the Company Shares and the Buyer agrees to purchase from each Seller the same in the terms contained herein.

Now, therefore, in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows.

ARTICLE IPURCHASE AND SALE

1.1    Purchase and Sale. At the Closing, upon the terms set forth herein, the Buyer shall purchase from each Seller, and each Seller shall sell, convey, assign, transfer, and deliver to the Buyer, all of their respective legal and/or beneficial interest in the Company Shares as described in Section 3.2(b) of the Disclosure Schedule, free and clear of all Security Interests (other than restrictions on transfer arising under applicable securities Laws).

1.2    The Closing. The Closing shall take place by remote exchange of signature and documents simultaneously with the execution and delivery of this Agreement.

1.3    Purchase Price. The Buyer shall pay the Purchase Price for the Company Shares to the Sellers. The Purchase Price shall be allocated among the Sellers in accordance with Schedule I. The Company has prepared and delivered to the Buyer the statement attached as Schedule II (the “Estimated Closing Adjustment Statement”) setting forth the Estimated Closing Adjustment.

1.4    Actions at the Closing. At the Closing:

1

(a)    the Company and the Sellers shall deliver to the Buyer:

(i)    certificates representing (A) all of the Company Shares duly endorsed together with duly executed transfersinto the name of the Buyer or its nominee in respect of all of the Company Shares and any other documents necessary to transfer to the Buyer with full title guarantee the Company Shares free and clear of all Security Interests (other than restrictions on transfer arising under applicable securities Laws) and (B) all of the outstanding equity interests in each Subsidiary;

(ii)    duly executed written instruments (A) releasing (1) any Security Interest (other than Permitted Security Interests) on any asset, right or property of the Company or any Subsidiary and (2) any Security Interest (other than restrictions on transfer arising under applicable securities Laws) on any Company Shares or any other equity securities of the Company or any Subsidiary, and (B) authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Security Interest;

(iii)    [reserved];

(iv)    resignations from such position (but not of employment), effective as of the Closing, of each director and officer (or person holding a comparable position) of the Company or any Subsidiary;

(v)    an opinion of Bird and Bird, U.K. counsel to the Company and the Sellers, in the form attached hereto as Exhibit B addressed to the Buyer and dated as of the Closing Date;

(vi)    [reserved];

(vii)    each of the following duly executed, as applicable, by the Company and each Seller party thereto: (A) an employment document between the Buyer or an Affiliate of the Buyer and John Kerrigan in the form attached as Exhibit C hereto; (B) an employment document between the Company and Paul Howard in the form attached as Exhibit D hereto; and (C) an employment document between the Company and Chris Knight in the form attached as Exhibit E hereto;

(viii)    key employee agreements with each Key Employee (other than the Sellers), each in the form attached hereto as Exhibit F-1 (in the case of any such person employed in the United Kingdom), Exhibit F-2 (in the case of any such person employed in the United States), Exhibit F-3 (in the case of any such person employed in India) or Exhibit F-4 (in the case of any such person employed in Sweden), duly executed by employee party thereto;

(ix)    evidence that the Company and the Subsidiaries have terminated the Heron 401(k) Plan effective no later than the calendar day before the Closing Date on terms reasonably satisfactory to the Buyer;

2

(x)    evidence that all Contracts and other arrangements listed on Schedule 1.4(a)(x) have been terminated on terms satisfactory to the Buyer;

(xi)    releases in the form attached hereto as Exhibit G duly executed by each Seller;

(xii)    such other certificates and instruments (including, where applicable, certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter or organizational documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as the Buyer shall reasonably request in connection with the Closing;

(b)    the Buyer shall deliver to the Representative such certificates and instruments (including certificates of good standing of the Buyer in its jurisdiction of organization, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as he shall reasonably request in connection with the Closing; and

(c)    the Buyer shall pay the Purchase Price in accordance with Section 1.3.

1.5    Adjustment After the Closing. The Purchase Price shall be subject to adjustment as follows:

(a)    Not later than ninety (90) calendar days after the Closing Date, the Buyer shall deliver to the Representative the Closing Adjustment Statement. The Closing Adjustment Statement shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP).

(b)    The Closing Adjustment Statement delivered pursuant to Section 1.5(a) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

(c)    The Representative shall have reasonable access to the books and records of the Company necessary to verify the accuracy of the Closing Adjustment Statement delivered pursuant to Section 1.5(a) and the statement delivered pursuant to Section 1.5(b) during normal business hours upon reasonable advance request to the Buyer solely for the purpose of verifying the accuracy of such documents; provided that such access shall not include documents the disclosure of which would violate any obligation of the Company or any Subsidiary with respect to confidentiality, jeopardize protections afforded the Company or any Subsidiary under the attorney-client privilege or the attorney work product doctrine or similar doctrine or protection, or violate any applicable Law. In the event that the Representative disputes the Closing Adjustment Statement or the amount of the Closing Adjustment Items, the Representative shall notify the Buyer in writing (the “Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement. If the Representative does not provide a Dispute Notice within such thirty (30) calendar day period,

3

the Representative and the Sellers shall be deemed to have accepted the Closing Adjustment Statement and the calculation of the Closing Adjustment Items delivered by the Buyer, which shall be final, binding and conclusive for all purposes hereunder. Any such Dispute Notice shall specify those items or amounts as to which the Representative disagrees, and the Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the other Closing Adjustment Items delivered pursuant to Sections 1.5(a) and 1.5(b); provided however that other Closing Adjustment Items shall be subject to modification to the extent that the Neutral Accountant concludes that the final determination of the disputed Closing Adjustment Items by the Neutral Accountant (defined below) impacts the calculations of such other Closing Adjustment Items. In the event of such a dispute, the Buyer and the Representative shall first use their Reasonable Best Efforts to reach agreement on the disputed items or amounts in order to determine the amount of the Closing Adjustment Items, which amount shall not be less than the Buyer’s calculation delivered pursuant to Section 1.5(b) nor more than the Representative’s calculation delivered pursuant to this Section 1.5(c). If the Buyer and the Representative are unable to resolve the dispute within thirty (30) calendar days after delivery of the Dispute Notice, then any remaining items in dispute shall be submitted to an independent internationally recognized accounting firm selected in writing by the Representative and the Buyer or, if the Representative and the Buyer fail or refuse to select a firm within ten (10) calendar days after written request therefor by the Representative or the Buyer, such an independent internationally recognized accounting firm shall be selected in accordance with the rules of the Boston, Massachusetts office of the AAA (the “Neutral Accountant”). All determinations and calculations pursuant to this Section 1.5(c) shall consider only those Closing Adjustment Items as to which the Representative has disagreed; provided however that other Closing Adjustment Items shall be subject to modification to the extent that Neutral Accountants concludes that the final determination of the disputed Closing Adjustment Items by the Neutral Accountant impacts the calculations of such other Closing Adjustment Items. The Buyer and the Representative will each present in writing to the Neutral Accountant and to the other (A) its proposed resolution of the disputed items, and (B) any materials it wishes to present to justify the resolution it so presents. The Neutral Accountant shall review each of the proposed resolutions and the supporting materials submitted in favor of the proposed resolutions to resolve the disputed items. The Neutral Accountant’s determination shall be made within thirty (30) calendar days after its engagement (which engagement shall be made no later than five (5) Business Days after the time of the submission of the objections to the Neutral Accountant), or as soon thereafter as possible, shall be set forth in a written statement delivered to the Buyer and the Representative and shall be final, binding, conclusive and non-appealable by the Parties hereto, absent manifest error. A judgment on the determination made by the Neutral Accountant pursuant to this Section 1.5 may be entered in and enforced by any court having jurisdiction thereover. Following the resolution of all disputes pursuant to this Section 1.5(c), the Buyer shall deliver to the Representative the Closing Adjustment Statement as revised to reflect such resolution (the “Final Closing Adjustment Statement”).

(d)    The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.5(c) shall be allocated by the Neutral Accountant

4

between the Buyer and the Sellers according to the degree to which the positions of the respective parties on the disputed items are not accepted by the Neutral Accountant.

(e)    Immediately upon the expiration of the thirty (30) calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.5, the Purchase Price shall be adjusted as follows (the “Adjusted Purchase Price”):

(i)    If the amount of the Final Closing Adjustment exceeds the amount of the Estimated Closing Adjustment, the Sellers shall pay to the Buyer by wire transfer of immediately available funds an amount equal to such deficiency no later than two (2) Business Days following the final determination of the Final Closing Adjustment (provided that, to the extent it so elects, Buyer shall also be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement);

(ii)    If the amount of the Final Closing Adjustment is equal to the amount of the Estimated Closing Adjustment, the Purchase Price shall not be adjusted; and

(iii)    If the amount of the Estimated Closing Adjustment exceeds the Final Closing Adjustment (such excess, the “Closing Adjustment Surplus”), the Buyer shall, no later than two (2) Business Days following the final determination of the Final Closing Adjustment, (A) pay to the Sellers by wire transfer of immediately available funds an amount equal to 90% of the Closing Adjustment Surplus (with such payment allocated among the Sellers in accordance with the percentages set forth on Schedule I) and (B) deposit with the Escrow Agent an amount equal to 10% of the Closing Adjustment Surplus in escrow pursuant to the Escrow Agreement.

1.6    Options and Warrants. There are no Options or Warrants issued or outstanding, nor is there any Company Stock Plan.

1.7    Escrow Arrangements.

(a)    As promptly as practicable following the execution of the Escrow Agreement by the Buyer, the Representative and the Escrow Agent and the Escrow Agent’s confirmation that the escrow accounts contemplated by the Escrow Agreement are available to accept funds, the Buyer shall deliver to the Escrow Agent the Original Escrow Amount for the purpose of (i) providing security for any adjustment to the amount of the Purchase Price pursuant to Section 1.5 and (ii) securing the indemnification obligations of the Sellers set forth in Article VI, it being understood that the parties will use their respective reasonable best efforts to cause the execution of the Escrow Agreement and the delivery to the Escrow Agent of the Original Escrow Amount as promptly as practicable and in no event later than 5 Business Days after the date hereof. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of

5

any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

(b)    The Sellers, by their execution of this Agreement, hereby approve the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Original Escrow Amount in the escrow established pursuant to this Section 1.7.

1.8    Earn-Out Consideration.

(a)    In addition to the Adjusted Purchase Price, the Buyer shall pay additional consideration of $14,200,000 to the Sellers (with such consideration to be allocated among the Sellers in accordance with the percentages set forth on Schedule I) subject to the terms and conditions set forth in this Section 1.8. The aggregate amount payable by the Buyer pursuant to this Section 1.8(a), after the deduction of damages, is referred to herein as the “Earn-Out Consideration” and the aggregate value of the Adjusted Purchase Price plus the Earn-Out Consideration is referred to herein as the “Aggregate Consideration”. Earn-Out Consideration shall be payable as follows:

(i)    in respect of the First Period (as defined in Section 1.8(b) below), consideration of $6,000,000, less any damages calculated by reference to Section 1.8(b), shall be paid once Company EBITDA for the First Period has been finally determined, provided that the aggregate amount payable pursuant to this Section 1.8(a)(i) shall not exceed $6,000,000 (the aggregate amount actually payable pursuant to this Section 1.8(a)(i) as finally determined being referred to as the “First Period Earn-Out Consideration”);

(ii)    in respect of the Second Period (as defined in Section 1.8(c) below), consideration of $14,200,000, less any damages calculated by reference to Section 1.8(c), shall be paid once Combined Business EBITDA for the Second Period has been finally determined, provided that the aggregate amount payable pursuant to this Section 1.8(a)(ii) shall not exceed $14,200,000 minus the First Period Earn-Out Consideration (the aggregate amount actually payable pursuant to this Section 1.8(a)(ii) as finally determined being referred to as the “Second Period Earn-Out Consideration”);

(iii)    in respect of the Third Period (as defined in Section 1.8(d) below), consideration of $14,200,000, less any damages calculated by reference to Section 1.8(d), shall be paid once Combined Business EBITDA for the Third Period has been finally determined, provided that the aggregate amount actually payable pursuant to this Section 1.8(a)(iii) shall not exceed $14,200,000 minus the First Period Earn-Out Consideration and minus the Second Period Earn-Out Consideration.

(b)    The Sellers, jointly and severally, hereby represent and warrant to the Buyer that the Company EBITDA for the period from July 1, 2012 through June 30, 2013 (the “First Period”) shall not be less than $4,200,000, and to the extent that it is less than $4,200,000 then the Sellers shall pay damages to the Buyer calculated as follows:

6

(i)    if the Company EBITDA for the First Period is less than $3,000,000, damages in the amount of $6,000,000;

(ii)    if the Company EBITDA for the First Period is between $3,000,000 and $4,200,000, the amount of damages shall be the product of (A) the amount by which the Company EBITDA for the First Period is less than $4,200,000 and (B) five (5); and

(iii)    if the Company EBITDA for the First Period is equal to or exceeds $4,200,000, the amount of damages shall be nil.

(c)    The Sellers, jointly and severally, hereby represent and warrant that the Combined Business EBITDA for the period from July 1, 2013 through June 30, 2014 (the “Second Period”) shall exceed $5,735,000, and to the extent that it does not exceed $5,735,000 then the Sellers shall pay damages to the Buyer calculated as follows:

(i)    if the Combined Business EBITDA for the Second Period is less than $4,200,000, damages in the amount of $14,200,000;

(ii)    if the Combined Business EBITDA for the Second Period is equal to or exceeds $4,200,000, but is less than $5,735,000, the amount of damages shall be the product of (A) the amount by which the Combined Business EBITDA for the Second Period is less than $5,735,000 and (B) nine and one-quarter (9.25);

(iii)    if the Combined Business EBITDA for the Second Period is equal to or exceeds $5,735,000, the amount of damages shall be nil.

(d)    The Sellers, jointly and severally, hereby represent and warrant that the Combined Business EBITDA for the period from July 1, 2014 through June 30, 2015 (the “Third Period”) shall exceed $7,532,258 and to the extent that it does not exceed $7,532,258 then the Sellers shall pay damages to the Buyer calculated as follows:

(i)    if the Combined Business EBITDA for the Third Period is less than $5,700,000, damages in the amount of $14,200,000;

(ii)    if the Combined Business EBITDA for the Third Period is equal to or exceeds $5,700,000, but is less than $7,532,258, the amount of damages shall be the product of (A) the amount by which the Combined Business EBITDA for the Third Period is less than $7,532,258 and (B) seven and three-quarters (7.75);

(iii)    if the Combined Business EBITDA for the Third Period is equal to or exceeds $7,532,258, the amount of damages shall be nil.

(e)    Notwithstanding any other provision in this Agreement to the contrary, in no event shall the aggregate Earn-Out Consideration payable, net of damages, exceed $14,200,000 and in no event shall the damages payable by the Sellers pursuant to Sections 1.8(b) to (d) exceed $14,200,000 in aggregate. Any damages which the Sellers are required to pay pursuant to Sections 1.8(b) to (d) shall be set-off so as to reduce the Earn-Out Consideration

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payable pursuant to Section 1.8(a). The sole and exclusive remedy of the Buyer in respect of any breaches of the representations and warranties in Sections 1.8(b) to (d) shall be its rights of set off under this Section 1.8(e). Under no circumstances shall the Sellers be liable for any loss, damage or other claim alleged or suffered by the Buyer for breach of the representations and warranties in Sections 1.8(b) to (d).

(f)    For purposes of this Section 1.8, the following terms shall have the respective meanings set forth below:

(i)    “Business Unit” shall mean (A) with respect to the period prior to July 1, 2013, the Company and its Subsidiaries, and (B) with respect to the period after June 30, 2013, the Combined Business.

(ii)    “Business Unit EBITDA” shall mean (A) with respect to the Earn-Out Year ending June 30, 2013, Company EBITDA, and (B) with respect to any Earn-Out Year ending after June 30, 2013, Combined Business EBITDA.

(iii)    “Cause” shall mean (A) a good faith finding by the Buyer that (1) the Manager (as defined below) has, except as a result of his or her death or disability or permanent incapacity due to ill health, failed to perform his or her reasonably assigned duties for the Business Unit (which duties shall be assigned by the Buyer or its designee) and has failed to remedy such failure within ten (10) Business Days following written notice from the Buyer to the Manager notifying him or her of such failure and specifying in reasonable detail the nature of such failure, or (2) the Manager has engaged in dishonesty, gross negligence or misconduct in connection with his or her employment by the Business Unit, or (B) the conviction of the Manager of, or the entry of a pleading of guilty or nolo contendere by the Manager to, any crime involving moral turpitude or any felony.

(iv)    “Combined Business” shall mean the integrated business comprised of (A) the Company and its Subsidiaries and (B) the RMA Business.

(v)    “Combined Business EBITDA” shall mean, with respect to the specified period, the earnings before interest, taxes, depreciation and amortization of the Combined Business during such period, as determined on a combined and consolidated basis in accordance with GAAP as applied by the Buyer in the preparation of its financial statements; provided that (A) any bonuses payable pursuant to Section 5.8 shall be excluded from the calculation of Company Business EBITDA, (B) the calculation of Company Business EBITDA will include as an expense the Normal Participant Bonus, (C) the calculation of Company Business EBITDA will exclude any overhead allocations actually made for information technology, finance, human resources, legal, corporate and marketing, (D) notwithstanding the foregoing clause (C), the calculation of Company Business EBITDA will include as an expense an overhead allocation for information technology, finance, human resources, legal, corporate and marketing in an aggregate amount equal to (1) for the Second Period, the greater of $1,850,000 and 8.4% of the revenue of the Combined Business for the Second Period and (2) for the Third Period, the greater of $2,200,000 and 8.4% of the revenue of the Combined Business for the Third Period, (E) the calculation of Company Business EBITDA will include an expense

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for the cost of any facilities shared between Combined Business, on the one hand, and the Buyer Parent or any Subsidiary or division of the Buyer not comprising a part of the Combined Business on the other hand, in an amount calculated in accordance with the allocation policies and procedures then applicable to all Subsidiaries and divisions of the Buyer Parent and (F) for the avoidance of doubt, the calculation of Combined Business EBITDA will include the actual costs of any third party recruiting costs incurred by or on behalf of the Combined Business.

(vi)    “Company EBITDA” shall mean, with respect to the specified period, the earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries during such period, as determined on a consolidated basis in accordance with GAAP as applied by the Buyer in the preparation of its financial statements; provided that (A) any costs or expenses encompassed within any line item category specified on the table below shall be excluded from the calculation of Company EBITDA to the extent such costs or expenses are incurred on or prior to the date hereof and do not, in the aggregate, exceed the “Maximum Amount Excludable” specified with respect to such category on the table below:

Cost or Expense Category	Maximum Amount Excludable
Key man insurance, pension and car allowances for the Sellers	$81,000
Salary and National Insurance costs for Chris Knight	$240,000
Retroactive salary increases for the Sellers	$350,000
Dividend payments to the Sellers (if otherwise includable as expenses in the determination of Company EBITDA)	$270,000
Retention bonuses paid to junior staff and senior management	$650,000
Expenses related to the transaction contemplated by this Agreement, including travel expenses and fees for investment banking, legal and accounting services	$250,000

(B), the aggregate amount excluded pursuant to the foregoing clause (A) shall not exceed $1,800,000, (C) the calculation of Company EBITDA will exclude any vacation accrual and (D) the calculation of Company EBITDA will exclude any intercompany charges and corporate allocations (except that intercompany services, if any, provided to the Company after the Closing will be included in the calculation of Company EBIDTA at the charges agreed by the Buyer and the Manager.

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(vii)    “Directed Actions” shall mean actions that the Buyer or its designee directs the Manager to undertake in connection with the operation of the Combined Business that either (A) are consistent with actions taken by the Buyer in the management of other subsidiaries and/or business units or (B) would not reasonably be expected to have a material adverse impact on the Combined Business EBITDA. By way of example and without limitation, Directed Actions include obtaining insurance from the Buyer’s preferred insurer and making bulk purchases from the Buyer’s preferred vendors.

(viii)     “Earn-Out Period” shall mean the period from the Closing Date through June 30, 2015.

(ix)    “Earn-Out Year” shall mean, as applicable, (A) the period from July 1, 2012 through June 30, 2013, (B) the period from July 1, 2013 through June 30, 2014 or (C) the period from July 1, 2014 through June 30, 2015.

(x)    “Financial Model” shall mean the financial model attached to this Agreement as Exhibit H hereto (it being acknowledged and agreed that the revenue figures therein are goals not entirely within the control of the Parties or any individual).

(xi)    “Manager” shall mean John Kerrigan, or his successor approved in writing by the Buyer.

(xii)    “Normal Participant Bonus” shall mean with respect to the Second Period and the Third Period, respectively, the aggregate amount of bonuses that would have been payable to the Participants with respect to such period as determined in accordance with the historical compensation practices of the Company and the Subsidiaries; provided that the Normal Participant Bonus shall not be less than $298,000 for the Second Period or $357,000 for the Third Period.

(xiii)    “RMA Business” shall mean the Buyer’s Reimbursement Market Access business, including market access services, health economics services and value dossiers, but excluding helplines.

(g)    No later than two (2) Business Days after the Buyer files its Annual Report on Form 10-K with the SEC for a fiscal year that coincides with any Earn-Out Year, the Buyer shall (i) at its expense, but with the full cooperation of the Manager, prepare (or cause to be prepared) and deliver to the Representative a calculation of the Business Unit EBITDA and a statement (the “Earn-Out Statement”) of the amount, if any, of the Earn-Out Consideration payable in respect of such Earn-Out Year and (ii) pay to the Sellers (with such payment to be allocated among the Sellers in accordance with the percentages set forth on Schedule I), by wire transfer of immediately available funds, the amount of Earn-Out Consideration specified on the Earn-Out Statement. Unless the Representative shall, in accordance with the provisions of Section 1.8(h), challenge the Buyer’s determination of the Business Unit EBITDA for the Earn-Out Year within thirty (30) calendar days after the delivery of the Buyer’s calculation thereof, the Buyer’s determination shall be conclusive and binding upon the Representative and the Sellers.

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(h)    The Representative shall have reasonable access to the books and records of the Company necessary to verify the accuracy of any Earn-Out Statement delivered pursuant to Section 1.5(g) during normal business hours upon reasonable advance request to the Buyer solely for the purpose of verifying the accuracy of such document; provided that such access shall not include documents the disclosure of which would violate any obligation of the Company or any Subsidiary with respect to confidentiality, jeopardize protections afforded the Company or any Subsidiary under the attorney-client privilege or the attorney work product doctrine or similar doctrine or protection, or violate any applicable Law. If the Representative disputes the calculation of the Business Unit EBITDA for any Earn-Out Year, the Representative shall notify the Buyer in writing by delivery of a notice (an “Earn-Out Dispute Notice”) within thirty (30) calendar days after delivery of the Buyer’s calculation of the Business Unit EBITDA for such Earn-Out Year, which Earn-Out Dispute Notice shall set forth in reasonable detail the basis for such dispute. Any such dispute shall be resolved in accordance with the procedures set forth in Section 1.5(c) of this Agreement. If such resolution results in a determination that the Buyer owes additional Earn-Out Consideration for such Earn-Out Year, the Buyer shall pay such additional Earn-Out Consideration to the Sellers (with such payment to be allocated among the Sellers in accordance with the percentages set forth on Schedule I), by wire transfer of immediately available funds, no later than two (2) Business Days following such resolution. The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.8(h) shall be allocated by the Neutral Accountant between the Buyer and the Sellers according to the degree to which the positions of the respective parties on the disputed items are not accepted by the Neutral Accountant.

(i)    The Sellers acknowledge and agree that the Buyer may make from time to time such business decisions as it deems appropriate, in its sole discretion, in the conduct of the business of the Buyer and its subsidiaries (including the Business Unit, the Company and the Subsidiaries), including actions that may have an impact on the Business Unit EBITDA and/or the Earn-Out Consideration. No Seller will have any right to claim any lost Earn-Out Consideration or other damages as a result of such decisions so long as the actions were not taken by the Buyer in (i) bad faith for the principal purpose of frustrating provisions of this Section 1.8 or (ii) violation of Section 1.8(j). Notwithstanding anything to the contrary, except as may be otherwise agreed in writing by the Manager and the Buyer (which agreement shall specify the applicable charges), neither the Buyer nor any of its Affiliates (other than the Company and the Subsidiaries) shall have any obligation to provide any services to the Company or any of the Subsidiaries during the period from the Closing through June 30, 2013.

(j)    Notwithstanding Section 1.8(i), but subject to the provisions of Sections 1.8(k) and 1.8(l), which Sections 1.8(k) and 1.8(l) shall each prevail in the event of any conflict between either such Section and this Section 1.8(j):

(i)    During the period from the Closing Date through June 30, 2013, the Manager will have management and budget responsibility, subject to the review, direction and supervision of the Buyer, for the normal day to day operation of the Company and the Subsidiaries; provided, however that the Sellers shall cause the Manager to operate the Company and the Subsidiaries (A) on a basis that is consistent with the Financial Model, (B) except as

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otherwise provided by the Financial Model, in a manner consistent with the Ordinary Course of Business, (C) using proper business practices, (D) in compliance with applicable Law, (E) in compliance with an annual budget and business plan submitted by the Manager, which shall be approved by the Buyer or its designee in its reasonable discretion, and any budget increases from the Financial Model, which shall be approved by the Buyer or its designee in its reasonable discretion, and (F) in compliance with all other policies and procedures generally applicable to other subsidiaries or business units of the Buyer Parent. Without limiting the proviso to the preceding sentence, during the period from the Closing Date through June 30, 2013, neither the Company nor any of the Subsidiaries shall, without the prior written consent of the Buyer or its designee, (v) award or pay any bonus to any Participant, (w) accept pro bono or below market products or services or employee compensation (and the rate of cash cost associated with each of the base salary, bonus, automobile allowance and other compensatory benefits, respectively, provided to each of John Kerrigan, Paul Howard and Chris Knight during such period shall be equal to his rate for each such item during the period from July 1, 2012 through March 31, 2013, (x) make any expenditure, or incur any expense, not provided for in the then effective annual budget for the Company and the Subsidiaries approved by the Buyer or its designee, (y) take any action that, if taken during the period from December 31, 2012 through the Closing Date, would have been required to be set forth in Section 3.7 of the Disclosure Schedule or (z) bind the Buyer Parent or any subsidiary of the Buyer Parent, including the Company or any Subsidiary, for any obligation which extends beyond the Earn-Out Period. The Sellers shall cause the Manager to fully cooperate with the Buyer in the preparation of each Earn-Out Statement and to implement any Directed Action.

(ii)    During the period from July 1, 2013 through June 30, 2015, the Manager will have management and budget responsibility, subject to the review, direction and supervision of the Buyer, for the normal day to day operation of the Combined Business; provided, however that the Sellers shall cause the Manager to operate the Combined Business (A) on a basis that is consistent with the Financial Model, (B) except as otherwise provided by the Financial Model, in a manner consistent with the Ordinary Course of Business, (C) using proper business practices, (D) in compliance with applicable Law, (E) in compliance with an annual budget and business plan submitted by the Manager, which shall be approved by the Buyer or its designee in its reasonable discretion, and any budget increases from the Financial Model, which shall be approved by the Buyer or its designee in its reasonable discretion, and (F) in compliance with all other policies and procedures generally applicable to other subsidiaries or business units of the Buyer Parent. Without limiting the proviso to the preceding sentence, during the period from July 1, 2013 through the end of the Earn-Out Period, the Combined Business shall not, without the prior written consent of the Buyer or its designee, (v) award or pay any bonus to any Participant except as required pursuant to Section 5.8, (w) accept pro bono or below market products or services or employee compensation (and the rate of cash cost associated with each of the base salary, bonus, automobile allowance and other compensatory benefits, respectively, provided to each of John Kerrigan and Paul Howard during such period shall be equal to his rate for each such item during the period from July 1, 2012 through March 31, 2013, (x) make any expenditure, or incur any expense, not provided for in the then effective annual budget for the Combined Business approved by the Buyer or its designee, (y) take any action that, if taken by the Company or any Subsidiary during the period from December 31,

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2012 through the Closing Date, would have been required to be set forth in Section 3.7 of the Disclosure Schedule or (z) bind the Buyer Parent or any subsidiary of the Buyer Parent, including the Combined Business, for any obligation which extends beyond the Earn-Out Period. The Sellers shall cause the Manager to fully cooperate with the Buyer in the preparation of each Earn-Out Statement and to implement any Directed Action.

(iii)    For so long as he remains a full time employee of the Buyer or any of its Affiliates during the Earn-Out Period, pricing levels for the Company and the Combined Business for products and services will be set by John Kerrigan; provided that, (i) pricing levels will be established in accordance with the Financial Model and (ii) for so long as he remains a full time employee of the Buyer or any of its Affiliates during the Earn-Out Period, pricing levels for any of the Buyer’s strategic accounts and for bundled products and services with other of the Buyer’s or the Buyer’s Parent’s products and services shall be set jointly by John Kerrigan and the Buyer or its designee. Except to the extent otherwise contemplated by the preceding sentence, all pricing shall be determined by the Buyer or its designee.

(iv)    For so long as John Kerrigan remains a full time employee of the Buyer or any of its Affiliates during the Earn-Out Period, the Buyer and the Company shall not terminate any employee of the Business Unit (including John Kerrigan) without the prior written consent of John Kerrigan (such consent not be unreasonably withheld, conditioned or delayed); provided that the Company and the Buyer may terminate any employee for cause without the prior written consent of John Kerrigan; providedfurther that for purposes of this sentence, “cause” shall be defined (A) as set forth in the applicable employee’s then effective employment agreement (if such employee is a party to a then effective employment agreement with the Buyer or any of its Affiliates that defines “cause”) or (B) if cause is not defined pursuant to the preceding clause (A), as reasonably determined by the Buyer in light of the employment policies, procedures and practices applicable to similarly situated employees of the Buyer and its Affiliates. Additionally, for so long as John Kerrigan remains a full time employee of the Buyer or any of its Affiliates during the Earn-Out Period, the Buyer and the Buyer Parent shall not transfer or relocate any employee of the Company to another area or division of the Buyer’s or the Buyer’s Parent’s business without the prior written consent of John Kerrigan (such consent not be unreasonably withheld, conditioned or delayed).

(v)    During the Earn-Out Period, the Buyer will make available to the Company sales resources, of a type and amount determined by the Buyer in its reasonable judgment, to assist in the sale of the service offerings provided by the Company and its Subsidiaries as of the Closing Date. The cost of such resources shall be allocated to the Business Unit.

(vi)    From the Closing Date through June 30, 2013, the Buyer will make commercially reasonable efforts to minimize any adverse impact of integration activities on the operations of the Company and the Subsidiaries.

(vii)    The Buyer shall not, and shall cause the Buyer Parent and the other subsidiaries of the Buyer Parent not to, except through the Combined Business, during the period from July 1, 2013 through the end of the Earn-Out Period, engage in any Competitive Business.

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(k)    Notwithstanding the provisions of Section 1.8(j), the Buyer shall at all times have the absolute right to take such actions as the Buyer in good faith deems necessary or proper to (i) fulfill its fiduciary obligations to its shareholders so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating provisions of this Section 1.8, (ii) compel compliance with the provisions of Section 1.8(j)(i), (iii) prevent any act that would present a risk of impairment of the value of the Combined Business or remediate the impact of any act that has impaired the value of the Combined Business or (iv) terminate the Manager for Cause (the “Buyer’s Oversight Rights”). The Buyer’s Oversight Rights shall include, but not be limited to, the right to (x) intervene in the business and affairs of the Combined Business, (y) approve and execute all agreements, contracts and other binding arrangements of the Combined Business and (z) overrule the decision-making and operating authority of the Manager. The Sellers acknowledge and agree that the exercise of the Buyer’s Oversight Rights may have an impact on Combined Business EBITDA and/or the Earn-Out Consideration and no Seller will have any right to claim any lost Earn-Out Consideration or other damages as a result of such decisions so long as the actions were taken in accordance with the provisions of this Agreement.

(l)    Notwithstanding anything in this Agreement to the contrary, if any of the following events shall occur, in addition to having the right to exercise the Buyer’s Oversight Rights for the remainder of the Earn-Out Period, the Buyer shall be permitted to exercise full and unconditional control of the Company, its Subsidiaries and the Combined Business and the Buyer shall not have any further obligation under this Section 1.8 (including any obligation to pay any Earn-Out Consideration):

(i)    The Combined Business EBITDA for the Second Period is less than $2,000,000.

(ii)    Any fraud or violation of Law by the Manager in connection with the exercise of his duties related to the Company, any of its Subsidiaries or the Combined Business, or any fraud or violation of Law by, other than at the direction of the Buyer, the Company, any of the Subsidiaries or the Combined Business, occurs.

(iii)    Any Seller breaches any obligation under Article VII or any obligation concerning non-competition, non-solicitation or confidentiality set forth in any agreement referred to in Section 1.4(a).

(m)    Notwithstanding any other provision in this Agreement to the contrary, all deals that either have been awarded, or are pending award, to the RMA Business as of the Closing Date will be sold and worked solely by the Buyer prior to July 1, 2013 and shall not be included in the calculation of Company EBITDA. If, during the period from the Closing Date through June 30, 2013, the Buyer or any of its Affiliates receives a new Request For Proposal within the scope of the RMA Business, the Company will solely respond to and work the subject of such Request For Proposal during such period and such work shall be included in the calculation of Company EBITDA.

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(n)    Notwithstanding any other provision in this Agreement to the contrary, the Buyer may elect to set off all or a portion of any Earn-Out Consideration to satisfy (i) any amount payable to the Buyer pursuant to Section 1.5, and (ii) any claim, whether resolved or pending, for indemnification by any Seller as provided in Section 6.1.

1.9    Representative.

(a)    In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Final Closing Adjustment, the Adjusted Purchase Price and any Earn-Out Consideration and (ii) the defense and/or settlement of any claims for which any Seller may be required to indemnify the Buyer pursuant to this Agreement, each Seller hereby designates, nominates, constitutes and appoints the Representative as such Seller’s representative, attorney-in-fact and agent.

(b)    Each Seller hereby authorizes the Representative (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.5 and the Earn-Out Consideration pursuant to Section 1.8, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which any Seller may be required to indemnify the Buyer pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of any Seller by the terms of this Agreement.

(c)    In the event that the Representative becomes unable to perform such Person’s responsibilities hereunder or resigns from such position, the Sellers (acting by the vote of the Sellers who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares) shall select another representative to fill the vacancy of the Representative, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto.

(d)    A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Purchase Price, any Earn-Out Consideration or the defense or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VI hereof, shall constitute a decision, act, consent, instruction or action of all Sellers and shall be binding and conclusive upon each Seller and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every Seller. The Buyer and the Escrow Agent are hereby relieved from any Liability to any Seller for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative.

(e)    By his execution of this Agreement, each Seller agrees that:

(i)    the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment, the Adjusted Purchase Price, any Earn-Out Consideration, the settlement of any claims for

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indemnification by the Buyer pursuant to Article VI or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative;

(ii)    no Seller shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement or the execution of the Representative’s duties and responsibilities, except for fraud or willful breach of this Agreement by the Representative. Furthermore, the Sellers shall indemnify and hold harmless the Representative for any damages (including damages arising out of the negligence of the Representative) arising out of the acceptance or administration of the Representative’s duties hereunder and reasonable fees and expenses incurred in the fulfillment of the Representative’s duties and responsibilities. The Sellers shall, severally, not jointly, indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without fraud or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder;

(iii)    the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement;

(iv)    remedies available at Law for any breach of the provisions of this Section 1.9 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.9; and

(v)    the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Seller’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

(f)    The Sellers recognize and intend that the power of attorney granted in Section 1.9:

(i)    is coupled with an interest and is irrevocable; and

(ii)    shall survive the death or incapacity of each of the Sellers.

(g)    The Representative shall be entitled to treat as genuine, and as the document it purports to be, any letter, facsimile, telex or other document that is believed by the Representative to be genuine and to have been telexed, telegraphed, faxed or cabled by a Seller or to have been signed and presented by a Seller.

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(h)    All expenses incurred by the Representative in connection with the performance of the Representative’s duties as Representative shall be borne and paid by the Sellers.

1.10    Withholding Obligations.

(a)    Subject to Section 1.10(b), each of the Buyer, the Company and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to any provision of this Agreement to any Person such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable Law, provided, however that except in the case of compensatory withholding Taxes or Indian withholding Taxes, the Buyer or the Company shall not withhold against any amounts payable hereunder without first notifying the Representative and providing the Sellers with a reasonable opportunity to claim any exemption or reduction in otherwise applicable withholding Taxes. The Parties agree that Indian Taxes will be withheld from the Purchase Price pursuant to Indian Law and the Buyer shall remit any such Indian Taxes to the applicable Governmental Entity, and will file all required Tax Returns in relation to such Taxes, in accordance with applicable Law. Any amounts payable hereunder and subject to compensatory withholding Taxes shall be distributed to the applicable employer entity and promptly disbursed through such entity’s payroll system net of any applicable Tax withholding. To the extent that amounts are withheld by the Buyer, the Company, the applicable employer entity or the Escrow Agent, as the case may be, and paid to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made by the Buyer, the Company, the applicable employer entity or the Escrow Agent, as the case may be.

(b)    If, after the Closing, the Buyer transfers or assigns any or all of the Buyer’s rights and obligations under this Agreement and such transfer or assignment results in the imposition of a withholding Tax or Indirect Tax that would not have otherwise applied to amounts payable under this Agreement then notwithstanding anything to the contrary in this Agreement, the amounts payable under this Agreement shall be increased so that the recipient receives an amount equal to what the recipient would have received had no such additional withholding Taxes or Indirect Taxes applied.

(c)    The Parties shall use commercially reasonable efforts to provide any information required to claim a Tax credit and/or file a Tax Return with respect to any withheld Taxes or Indirect Taxes. Any Party that withholds Taxes against a payment hereunder shall provide the recipient, at the recipient’s request, with an explanation of such Party’s rationale for such withholding. The Buyer shall have the right to collect Forms W-8 or W-9, or such other forms relating to withholding obligations and/or any exemption, reduction or credits in respect of withholding taxes as may be applicable, from such Persons.

(d)    None of the Buyer, the Company nor the Escrow Agent shall be entitled to deduct and withhold from the consideration in respect of an amount of Tax to the extent that such amount of Tax has either been paid to the Buyer pursuant to Section 5.3(i) or Section 6.1(a) or been deducted, withheld or set off pursuant to Section 5.3(j).

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ARTICLE IIREPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS

Each Seller severally, and not jointly, represents and warrants to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct with respect to the applicable Seller. The Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article II and in Article III. The disclosures in any section or paragraph of the Disclosure Schedule shall qualify only (a) the corresponding section or paragraph in this Article II or Article III, as the case may be, and (b) other sections or paragraphs in this Article II or Article III to the extent that it is clear from a reading of the disclosure that such disclosure also qualifies or applies to such other section or paragraph.

2.1    Authorization. The Seller has all requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform the Seller’s obligations hereunder and thereunder. This Agreement and all other agreements contemplated hereby have been duly and validly executed and delivered by the Seller and constitute valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as to enforceability which may be limited by bankruptcy, insolvency reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally, or equitable principles.

2.2    Noncontravention. Neither the execution and delivery by the Seller of this Agreement or any other agreement contemplated hereby, nor the performance by the Seller of the Seller’s obligations hereunder or thereunder, nor the consummation by the Seller of the transactions contemplated hereby or thereby, will (a) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the imposition or acceleration of any obligation or the loss of a benefit under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of the assets of the Seller are subject, (c) result in the imposition of any Security Interest upon any assets of the Seller or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Selleror any of his or its properties or assets. Section 2.2 of the Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices that are required in connection with the consummation by the Seller of the transactions contemplated by this Agreement.

2.3    Ownership of Stock. The Seller holds solely, beneficially, legally and of record all of the interest in the Company Shares as set forth in Section 3.2(b) of the Disclosure Schedule, free and clear of any Security Interests (other than restrictions on transfer arising under applicable securities Laws). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting or transfer of any Company Shares. Upon

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consummation of the purchase contemplated hereby, the Buyer will acquire from the Seller with full title guarantee the legal and beneficial ownership of those Company Shares as set forth in Section 3.2(b) of the Disclosure Schedule against each Seller’s name, free and clear of all Security Interests (other than restrictions on transfer arising under applicable securities Laws).

2.4    Litigation. There is no Legal Proceeding which is pending or has been threatened in writing against the Seller that questions the validity of this Agreement or any action taken or to be taken by the Seller in connection herewith or that could reasonably be expected to have a material adverse effect on the Seller’s ability to consummate the transactions contemplated by this Agreement.

2.5    Brokers’ Fees. The Seller has no Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND THE SUBSIDIARIES

The Sellers, jointly and severally, represent and warrant to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article III are true and correct.

3.1    Organization, Qualification and Corporate Power. The Company is a private limited company duly organized and validly existing under the Laws of England and Wales. The Company is duly qualified to conduct business and is in corporate good standing under the Laws of each jurisdiction listed in Section 3.1 of the Disclosure Schedule (in so far as such concepts are applicable in the relevant jurisdictions listed), which jurisdictions constitute the only jurisdictions in which the nature of the Company’s businesses or the ownership or leasing of its properties requires such qualification. The Company has all requisite power and authority (corporate and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has made available to the Buyer complete and accurate copies of its memorandum and articles of association, each as amended to date. The Company is not in default under or in violation of any provision of its memorandum and articles of association, and, to the Company’s Knowledge, there exists no condition or event which, after notice, lapse of time or both, would result in any such default or violation. Datacuity Ltd. has never engaged in any business competitive with any business engaged in by the Company, any Subsidiary, Buyer Parent or any direct or indirect subsidiary of Buyer Parent.

3.2    Capitalization.

(a)    The Company Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.

(b)    Section 3.2(b) of the Disclosure Schedule sets forth a complete and accurate list of the holders of share capital in the Company, showing the number of shares, and the class or series of such shares, held by each holder thereof and their legal and beneficial interests therein. Section 3.2(b) of the Disclosure Schedule also indicates all outstanding Company Shares that constitute restricted shares or that are otherwise subject to a repurchase or

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redemption right, indicating the name of the applicable shareholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares in the share capital of the Company are duly authorized, validly issued, fully paid, and free of all preemptive rights. All of the issued and outstanding shares in the share capital of the Company have been issued and allotted by the Company in compliance with all applicable securities Laws.

(c)    The Company has never had any Company Stock Plans and has never issued any Options or Warrants.

(d)    Except as set forth in Section 3.2(d) of the Disclosure Schedule, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares in the share capital of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares in the share capital of the Company any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of capital stock of the Company or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. The Company has not issued any voting debt.

(e)    Except as set forth in Section 3.2(e) of the Disclosure Schedule, there is no agreement, written or oral, between the Company and any holder of its securities, or, to the Company’s Knowledge, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights), registration under the securities Laws of any jurisdiction, or voting, of the capital stock of the Company.

3.3    Authorization. The Company has all requisite power and authority (corporate and other) to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements contemplated hereby and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of the Company. This Agreement and all other agreements contemplated hereby have been duly and validly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against it in accordance with its terms, except as to enforceability which may be limited by bankruptcy, insolvency reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally, or equitable principles.

3.4    Noncontravention. Neither the execution and delivery by the Company or the Sellers of this Agreement or any other agreement contemplated hereby, nor the performance by the Company or the Sellers of their respective obligations hereunder or thereunder, nor the consummation by the Company or the Sellers of the transactions contemplated hereby or thereby,

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will (a) conflict with or violate any provision of the memorandum or articles of association of the Company, each as amended or restated to date, or the memorandum or articles of association (or comparable organizational documents) of any Subsidiary, each as amended or restated to date, (b) require on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity or any employee of the Company or any Subsidiary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the imposition or acceleration of any obligation or the loss of a benefit under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the assets of the Company or any Subsidiary are subject, (d) result in the imposition of any Security Interest upon any assets of the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their respective properties or assets. Section 3.4 of the Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the consummation by the Company or the Sellers of the transactions contemplated by this Agreement.

3.5    Subsidiaries.

(a)    Section 3.5 of the Disclosure Schedule sets forth: (i) the name of each Subsidiary; (ii) the number and type of outstanding equity securities of each Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Subsidiary; (iv) the names of the officers and directors of each Subsidiary; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity.

(b)    Each Subsidiary is a corporation duly organized, validly existing and, to the extent that such concepts are applicable in the relevant jurisdiction, in corporate and Tax good standing under the Laws of the jurisdiction of its incorporation. Each Subsidiary is duly qualified to conduct business and, to the extent that such concepts are applicable in the relevant jurisdiction, is in corporate and Tax good standing under the Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has made available to the Buyer complete and accurate copies of the charter, by‑laws or other organizational documents of each Subsidiary. No Subsidiary is in default under or in violation of any provision of its charter, by-laws or other organizational documents, and, to the Company’s Knowledge, there exists no condition or event which, after notice, lapse of time or both, would result in any such default or violation. All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are duly authorized, validly issued, fully paid, nonassessable (to the extent applicable) and free of preemptive rights. All shares of capital stock or other equity interests of each Subsidiary that are held of record or owned beneficially by either the Company or any Subsidiary are held or owned free and clear of any restrictions on transfer

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(other than restrictions under applicable securities Laws), claims, Security Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock or other equity interest of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary. No Subsidiary has issued any voting debt.

(c)    The Company does not own or control, directly or indirectly, or have any direct or indirect equity participation or similar interest in any other corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary.

(d)    Since the formation of Heron Market Access Limited, a private limited company organized under the laws of England and Wales (“HMA”), no Person other than the Sellers and Matthew McGlennon has owned or controlled, directly or indirectly, or had any direct or indirect equity participation or similar interest in HMA. HMA has not engaged in any business or other activity since December 31, 2003, does not have any assets, rights or properties, and is not subject to any Liabilities.

(e)    Mr. Manekjit Singh Shergill, R/o B-20, Malcha Marg, Chankyapuri, New Delhi-110021, India(“Shergill”),resigned as director of Heron Health Private Limited, a company organized under the laws of India (“HHPL”), effective from May 19, 2008 by virtue of his resignation letter dated May 19, 2008. HHPL has complied with all the terms and conditions of the compromise agreement, dated July 4, 2008, between HHPL and Shergill relating to the termination of Shergill.

3.6    Financial Statements.

(a)    The Company has made available to the Buyer the Financial Statements. The Financial Statements (i) comply as to form with all applicable accounting requirements and (ii) were prepared in accordance with Applicable GAAP applied on a consistent basis throughout the periods covered thereby; provided, however, that the Financial Statements referred to in clauses (c) and (d) of the definition of such term are subject to normal recurring year-end adjustments (which, individually and in the aggregate, will not be material) and do not include footnotes.

(b)    Each of the Consolidated Financial Statements fairly presents the consolidated assets, liabilities, business, financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the date thereof and for the period referred to therein, and is consistent with the books and records of the Company and the Subsidiaries. Each of the Entity Financial Statements fairly presents the assets, liabilities, business, financial condition, results of operations and cash flows of the Company or Subsidiary covered thereby as of the date thereof and for the period referred to therein, and is consistent with the books and records of the

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Company or Subsidiary covered thereby. The accruals for vacation expenses, severance payments and Taxes are accounted for on the Most Recent Balance Sheet and are adequate and properly reflect the expenses associated therewith in accordance with UK GAAP.

(c)    The Company and the Subsidiaries maintain accurate books and records reflecting their respective assets and liabilities and maintain proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the respective assets of the Company and the Subsidiaries, (iii) access to the respective assets of the Company and the Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of the respective assets of the Company and the Subsidiaries is compared with existing assets at regular intervals, and (v) the respective accounts, notes and other receivables and inventory of the Company and the Subsidiaries were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

(d)    The Company and the Subsidiaries maintain disclosure controls and procedures that are effective to ensure that all material information concerning the Company and the Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s consolidated financial statements. Section 3.6(d) of the Disclosure Schedule lists, and the Company has delivered to the Buyer copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures.

(e)    Section 3.6(e) of the Disclosure Schedule lists, and the Company has delivered to the Buyer copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303 (a)(4) of Regulation S-K of the SEC) effected by the Company or any Subsidiary. Section 3.6(e) of the Disclosure Schedule lists all non-audit services performed by the Company’s or any Subsidiary’s auditors for the Company or any Subsidiary.

(f)    Neither the Company nor any Subsidiary has extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of the Company or any Subsidiary. Section 3.6(f) of the Disclosure Schedule identifies any loan or extension of credit maintained by the Company or any Subsidiary to which the second sentence of Section 13(k)(1) of the Exchange Act would apply.

(g)    SBM and Co., the Company’s auditor, is and has been at all times since its engagement by the Company (i) “independent” with respect to the Company and the Subsidiaries within the meaning of Regulation S-X (or equivalent legislation relating to the requirement of independence of auditors in the relevant jurisdiction) and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act (to the extent applicable) and the related rules of the SEC and the Public Company Accounting Oversight Board (to the extent applicable).

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3.7    Absence of Certain Changes. Since December 31, 2012, (a) there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Company Material Adverse Effect, and (b) neither the Company nor any Subsidiary has:

(a)    issued or sold any stock or other securities of the Company or any Subsidiary or any options, warrants or rights to acquire any such stock or other securities (except pursuant to the exercise or conversion of convertible promissory notes, options or warrants), or amended any of the terms of (including the vesting of) any options, warrants or restricted stock agreements, or repurchased or redeemed any stock or other securities of the Company (except from former employees, directors or consultants in accordance with agreements in place on the date thereof and providing for the repurchase of shares at their original issue price in connection with any termination of employment with or services to the Company or any Subsidiary);

(b)    split, combined or reclassified any shares or other equity securities; or declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock or other equity securities;

(c)    created, incurred or assumed any indebtedness (including obligations in respect of capital leases); assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or made any loans, advances or capital contributions to, or investments in, any other Person;

(d)    entered into, adopted, terminated or amended any Employee Benefit Plan or any employment or severance agreement or arrangement of the type described in Section 3.22(l) or (except for normal salary increases in the Ordinary Course of Business for employees who are not Affiliates) increased in any manner the compensation or fringe benefits of, or materially modified the employment terms of, its directors, officers, consultants or employees, generally or individually, or paid any bonus or other benefit to its directors, officers, consultants or employees or hired any new officers or (except in the Ordinary Course of Business) any new employees or consultants; amended or accelerated the payment, right to payment, or vesting of any compensation or benefits; or taken any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan;

(e)    acquired, sold, leased, licensed or disposed of any assets or property (including any shares or other equity interests in or securities of any Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets to customers in the Ordinary Course of Business;

(f)    mortgaged or pledged any of its property or assets or subjected any such property or assets to any Security Interest (other than Permitted Security Interests);

(g)    discharged or satisfied any Security Interest (other than Permitted Security Interests) or paid any Liability other than in the Ordinary Course of Business;

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(h)    amended its charter, by-laws or other organizational documents;

(i)    sold, assigned, transferred, licensed or sublicensed any Company Intellectual Property, other than pursuant to licenses with customers entered into in the Ordinary Course of Business;

(j)    changed the nature or scope of its business being carried on or commenced any new business not being ancillary or incidental to such business or taken any action to alter its organizational or management structure;

(k)    changed its accounting methods, principles or practices;

(l)    made or changed any Tax election, changed an annual accounting period, filed any amended Tax Return, entered into any closing agreement with a Governmental Entity, waived or extended any statute of limitation with respect to Taxes, settled or compromised any Tax Liability, surrendered any right to claim a refund of Taxes or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(m)    entered into, amended, terminated, taken or omitted to take any action that would constitute a violation of or default under, or waived any rights under, applicable Law or any contract or agreement of a nature required to be listed in Section 3.12, Section 3.13 or Section 3.15 of the Disclosure Schedule;

(n)    made or committed to make any capital expenditure in excess of $10,000 per item or $25,000 in the aggregate;

(o)    instituted or settled any Legal Proceeding;

(p)    failed to take any action necessary to preserve the validity of any Company Intellectual Property or Permit; or

(q)    agreed in writing or otherwise to take any of the foregoing actions.

3.8    Undisclosed Liabilities. Neither the Company nor any Subsidiary has any Liability, except for (a) Liabilities shown on the Most Recent Balance Sheet, a copy of which is attached to Section 3.8 of the Disclosure Schedule, (b) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business and which are similar in nature and amount to the Liabilities that arose during the comparable period of time in the immediately preceding fiscal period and (c) contractual and other Liabilities incurred in the Ordinary Course of Business that are not required by UK GAAP to be reflected on a balance sheet and that are not in the aggregate material.

3.9    Tax Matters.

(a)    The Company and each Subsidiary has properly filed on a timely basis all Tax Returns that it was required to file, and all such Tax Returns were true, correct and complete in all respects when submitted and remain accurate and complete in all respects. No such Tax

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Return is, or could reasonably be expected to become, subject to any dispute with any Governmental Entity. The Company and the Subsidiaries have paid on a timely basis all Taxes that were due and payable and no penalties, fines, surcharges or interest have been incurred. The unpaid Taxes of the Company and the Subsidiaries for Tax periods ending on or before the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet and all unpaid Taxes of the Company and each Subsidiary for all Tax periods commencing after the date of the Most Recent Balance Sheet arose in the Ordinary Course of Business and are of a type and amount commensurate with Taxes attributable to prior similar periods. The Most Recent Balance Sheet makes full provision or reserve within UK GAAP for any period ending on or before the date thereof for all Taxes assessed or liable to be assessed on the Company or any Subsidiary, or for which the Company or any Subsidiary is accountable at that date, whether or not the Company or any Subsidiary has (or may have) the right of reimbursement against any other Person. Proper provision has been made and shown in the Most Recent Balance Sheet for deferred Taxation in accordance with UK GAAP. The Company and the Subsidiaries have duly submitted all claims, disclaimers and elections with respect to Taxes the making of which has been assumed for the purposes of the Most Recent Balance Sheet. No such claims, disclaimers or elections are likely to be disputed or withdrawn. Neither the Company nor any Subsidiary has any Liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of U.K., U.S., state, local or foreign Law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any Person other than the Company or a Subsidiary. Neither the Company nor any Subsidiary is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. All Taxes that the Company and the Subsidiaries were required by Law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity, and the Company and each Subsidiary has complied with all information reporting and backup withholding requirements, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party. No payments or loans have been made to, or assets made available or transferred to, or any assets earmarked, however informally, by the Company or any Subsidiaryfor the benefit of, any employee or former employee (or any associate of such employee or former employee) of the Company or any Subsidiary by an employee benefit trust or another third party.

(b)    The Company has delivered or made available to the Buyer (i) complete and correct copies of all Tax Returns of the Company and the Subsidiaries relating to Taxes for all taxable periods for which the applicable statute of limitations has not yet expired and (ii) complete and correct copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of the Company or a Subsidiary relating to Taxes for all taxable periods for which the statute of limitations has not yet expired. The income Tax Returns of the Company and each Subsidiary have been audited by the applicable Governmental Entity or are closed by the applicable statute of limitations for all taxable years through the taxable year specified in Section 3.9(b) of the Disclosure Schedule. No examination

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or audit of any Tax Return of the Company or any Subsidiary by any Governmental Entity is currently in progress or, to the Knowledge of the Company, threatened or contemplated. Neither the Company nor any Subsidiary has been informed by any jurisdiction in which the Company or any Subsidiary did not file a Tax Return that the jurisdiction believes that the Company or such Subsidiary was required to file any Tax Return that was not filed or is subject to Tax in such jurisdiction. Neither the Company nor any Subsidiary has (x) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, which waiver or extension is still in effect, (y) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed, or (z) executed or filed any power of attorney with any taxing authority which is still in effect. Neither the Company nor any Subsidiary is involved in any dispute with any Governmental Entity with respect to Taxes, nor has the Company or any Subsidiary, within the past seven years, been subject to any visit, audit, investigation, discovery or access order by any Governmental Entity with respect to Taxes. To the Knowledge of the Company, there are no circumstances existing which make it likely that a visit, audit, investigation, discovery or access order with respect to Taxeswill be made in the next 12 months. Neither the Company nor any Subsidiary has received from any Governmental Entity (and has not subsequently repaid to or settled with that Governmental Entity) any payment to which it was not entitled, or any notice in which its liability to Taxation was understated.

(c)    The Company and each Subsidiary have, within applicable time limits, kept and maintained complete and accurate records, invoices and other information in relation to Taxes as they are required or is prudent to keep and maintain. Such records, invoices and information form part of Tax accounting arrangements that enable the Tax liabilities of the Company and any Subsidiary to be calculated accurately. The Company and each Subsidiary have complied within applicable time limits with all notices served on them and any other requirements lawfully made of them by any Governmental Entity.

(d)    Section 3.9(d) of the Disclosure Schedule contains details of all concessions, agreements and arrangements that the Company or any Subsidiary has entered into with any Governmental Entity and all notifications given to any Governmental Entity. The amount of Taxation chargeable on the Company or any Subsidiary during any accounting period ending on or within the six years before the Closing Date has not, to any material extent, depended on any concession, agreement or other formal or informal arrangement with any Governmental Entity. All transactions in respect of which any clearance or consent was required from any Governmental Entity have been entered into by the Company or any Subsidiary after such consent or clearance has been properly obtained. Any application for such clearance or consent has been made on the basis of full and accurate disclosure of all the relevant material facts and considerations, and all such transactions have been carried into effect only in accordance with the terms of the relevant clearance or consent.

(e)    Neither the Company nor any Subsidiary is, or will become, liable to make to any Person (including any Governmental Entity) any payment in respect of any liability to Taxation which is primarily or directly chargeable against, or attributable to, any other Person (other than the Company or any Subsidiary).

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(f)    The gross book value shown in, or adopted for the purposes of, the Financial Statements as the value of each of the tangible fixed assets of the Company or any Subsidiary does not exceed the amount which on a disposal of such asset at the date of this Agreement would be deductible as acquisition cost in computing the capital gain or deductible loss. The Company and each Subsidiary has sufficient records to determine the Tax consequence which would arise on any disposal or realization of any asset owned at the Most Recent Balance Sheet Date or acquired since that date, but prior to the Closing. Neither the execution nor completion of this Agreement, nor any other event since the Most Recent Balance Sheet Date, will result in any asset being deemed to have been disposed of and re-acquired by the Company or any Subsidiary for Taxation purposes under any Law of any jurisdiction.

(g)    If any asset of the Company or any Subsidiary was disposed of at Closing for its book value as shown in, or adopted for the purpose of, the Financial Statements, or for the value of consideration actually given for it on its acquisition (if such asset was acquired since the Most Recent Balance Sheet Date), no balancing charge or similar clawback of relief or disallowance of depreciation relief in any jurisdiction would be made on the Company or that Subsidiary.

(h)    No distribution or deemed distribution has been made (or will be deemed to have been made) by the Company or any Subsidiary, except dividends shown in their statutory Financial Statements, and neither the Company nor any Subsidiary is bound to make any such distribution.

(i)    All financing costs, including interest, discounts and premiums payable by the Company or any Subsidiary in respect of its loans and amounts payable by the Company or any Subsidiary in respect of its derivatives contracts, are deductible by the Company or such Subsidiary in computing its profits, gains or losses for Taxation purposes. No rents, interest, annual payments or other sums of an income nature, paid or payable by the Company or any Subsidiary, or which the Company or any Subsidiary is under an existing obligation to pay in the future, are or may be wholly or partially disallowable as deductions, management expenses or charges in computing taxable profits for Taxation purposes.

(j)    Section 3.9(j) of the Disclosure Schedule contains full particulars of (i) all groups and consolidated groups for Taxation purposes and fiscal unities of which the Company or any Subsidiary is, or has been, a member within the last seven years and to the Company’s Knowledge there are no circumstances or arrangements as a result of which any Subsidiary or the Company will cease to form part of such group; (ii) every agreement relating to the use of losses (including in the United Kingdom by way of group relief) or allowance to which the Company or any Subsidiary is, or has been, a party within the last seven years; and (iii) any arrangements for the payment of group Taxation liabilities to which the Company or any Subsidiary has ever been party.

(k)    All claims made by the Company and the Subsidiaries for the use of losses (including in the United Kingdom by way of group relief) or allowance were valid when made and have been or will be allowed by way of relief from or allowance or credit against Taxation. All arrangements entered into by the Company and the Subsidiaries in relation to groups and

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consolidated groups for Taxation purposes and fiscal unities were valid when made and will be valid up to the Closing. The Company and the Subsidiaries have met all procedural and other requirements of all Taxation Statutes in respect of such claims, unities or groups.

(l)    Neither the execution of this Agreement nor the Closing, nor any other event since the Most Recent Balance Sheet Date, will result in the clawback or disallowance of any losses (including in the United Kingdom losses taking the form of group relief) or allowance previously given.

(m)    The Company and each Subsidiary has, throughout the past seven years, been resident for Taxation purposes in the country in which it is incorporated, and neither the Company nor any Subsidiary has, at any time in the past seven years, been treated as resident in any other jurisdiction for the purposes of any double Taxation arrangements. Neither the Company nor any Subsidiary has had a permanent establishment or taxable presence in any country other than the country in which it is incorporated.

(n)    Neither the Company nor any Subsidiary holds, or within the last seven years has held, shares in any company except for the shares in the Subsidiaries currently held by the Company.

(o)    All transactions or arrangements made by the Company or any Subsidiary have been made on arm’s length terms and the processes by which prices and terms have been arrived at have, in each case, been fully documented. No notice, inquiry or adjustment has been made by any Governmental Entity in connection with any such transactions or arrangements. There are no circumstances in which any rule or provision could apply causing any Governmental Entity to make an adjustment to the terms on which such transaction or arrangement is treated as being made for Taxation purposes. In relation to each transaction for the supply of goods or services or the lending or borrowing of money into which the Company or any Subsidiary has entered with a party with which it was connected, the Company or the relevant Subsidiary has full contemporaneous documentary evidence of the process used to establish that arm’s length terms applied. No notice, inquiry or adjustment has been made by any Governmental Entity in connection with any such transactions or arrangements.

(p)    Neither the Company nor any Subsidiary has been involved in any transaction or series of transactions either designed wholly or mainly or containing steps or stages having no commercial purpose or the main purpose, or one of the main purposes of which, was the avoidance of Taxation or deferring Taxation or reducing a liability to Taxation or amounts to be accounted for under PAYE in the United Kingdom, or any transaction that produced a loss for Taxation purposes with no corresponding commercial loss.

(q)    The Company and each Subsidiary has complied with all obligations relating to any Indirect Tax. Neither the Company nor any Subsidiary is or has been, in the period of six years ending with the Closing Date, a member of a group for the purposes of Indirect Tax. Neither the Company nor any Subsidiary has been, or will be, denied full credit or allowance for all Indirect Tax paid or suffered by it. Neither the Company nor any Subsidiary has been the subject of any inquiries, investigation or routine visit by a Governmental Entity

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relating to Indirect Tax within the past six years as a result of which any liabilities or other irregularities were identified and there are no outstanding inquiries arising from any such enquiries, investigations or visits.

(r)    Any document that may be necessary or desirable in proving the title of the Company or any Subsidiary to any asset which is owned by the Company or any Subsidiary at the Closing is duly stamped for stamp duty purposes or has had the transfer or registration Tax due in respect of it paid. Neither entering into this agreement nor the Closing will result in the withdrawal of any stamp duty or transfer or registration Tax relief granted on or before the Closing which will affect the Company or any Subsidiary. Section 3.9(r) of the Disclosure Schedule sets out full and accurate details of any asset acquired or held by the Company or any Subsidiary before the Closing for which, to the Knowledge of the Company, or to which the Company ought reasonably to be aware, an additional Taxation return will be required to be filed with a Governmental Entity and/or a payment of stamp duty or transfer or registration Tax made on or after Closing.

(s)    Neither the Company nor any Subsidiary has made any loan or advance to any Seller such that the Company or a Subsidiary has incurred a liability to Taxes.

(t)    Neither the Company nor any Subsidiary has offered or made available to any of its employees or officers any form of participation in a share incentive plan, including by way of share or stock options.

(u)    There are no Security Interests with respect to Taxes upon any of the assets or properties of the Company or any Subsidiary, other than with respect to Taxes not yet due and payable.

(v)    Section 3.9(v) of the Disclosure Schedule sets forth each jurisdiction in which the Company and each Subsidiary files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes and each jurisdiction that has sent notices or communications of any kind requesting information relating to the Company’s nexus with such jurisdiction. Section 3.9(v) of the Disclosure Schedule lists all Tax Returns (and their respective due dates without regard to extensions) required to be filed by the Company or any Subsidiary for periods beginning before the Closing Date that will not be filed on or before the Closing Date.

(w)    Neither the Company nor any Subsidiary has made any payment, is obligated to make any payment or is a party to any agreement that could obligate it to make any payment, as a result of the transactions contemplated in this Agreement, that may be treated as an “excess parachute payment” under Section 280G of the Code (without regard to Sections 280G(b)(4) and 280G(b)(5) of the Code).

(x)    Neither the Company nor any Subsidiary (i) is a party to any joint venture, partnership, or other arrangement that is treated as a partnership for U.S. federal income Tax purposes, (ii) has made an entity classification (“check-the-box”) election under Section 7701 of the Code, (iii) is or has ever been a stockholder of a “controlled foreign corporation” as defined

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in Section 957 of the Code (or any similar provision of state or local Law), or (iv) is or has ever been (and is not and has not been a stockholder in) a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(y)    Neither the Company nor any Subsidiary has ever engaged in any “reportable transaction” or “listed transaction” for purposes of U.S. Treasury Regulation sections 1.6011-4(b) or 301.6111-2(b)(2) or any analogous provision of state, local or foreign Law. The Company and each Subsidiary has disclosed on its U.S. federal income Tax Returns, if any, all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code.

(z)    The U.S. Subsidiary has never distributed to its stockholders or security holders stock or securities of a controlled corporation, nor has stock or securities of the U.S. Subsidiary been distributed, in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

(aa)    Neither the Company nor any Subsidiary is a party to a gain recognition agreement under Section 367 of the Code.

(bb)    Neither the Company nor any Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (ii) installment sale or other open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, (iv) election made pursuant to Section 108(i) of the Code on or prior to the Closing Date, or (v) adjustments under Section 481 of the Code (or any similar adjustments under any provision of the Code or the corresponding foreign, state or local Tax Law).

(cc)    The Buyer has been provided with the operating agreement, formation documents and other agreements (if any) related to the formation and operation of the Entity Seller and copies of all documents under which the Entity Seller acquired its holding of Company Shares. All those agreements and documents remain in full force and effect and have not been varied as at the date of this Agreement and there is no agreement to vary the same and the same shall not be varied without the Buyer’s prior written consent after the date of this Agreement. The documents provided to the Buyer provide all the details of the membership interests and/or shareholdings in the Entity Seller and all details of the arrangements pursuant to which the Entity Seller acquired its holding of or any interest in Company Shares. None of the arrangements by virtue of which the Entity Seller acquired such Company Shares or any interest in Company Shares and/or by virtue of which the members of the Entity Seller acquired their membership interests and/or shares in the Entity Seller and/or by virtue of which the Entity Seller shares in any part of the Purchase Price and the Earn Out Consideration and/or by virtue of which any of the members of the Entity Seller will be entitled to share in any part of the Purchase Price and the Earn Out Consideration have given or will give rise to any Liability for

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the Buyer, the Company or any Subsidiary or any member of the Buyer’s Tax Group or employer or former employer of any Seller to account for income tax or national insurance contributions (employee’s or employer’s) to HM Revenue & Customs in the United Kingdom or otherwise for any Tax in any jurisdiction.

(dd)    Since August 2007 John Kerrigan has not been resident or ordinarily resident in the United Kingdom for United Kingdom tax purposes and has not performed any duties in the United Kingdom such that a Liability to United Kingdom income tax has arisen in respect of all or any part of his remuneration. John Kerrigan will be neither resident nor ordinarily resident in the United Kingdom for United Kingdom tax purposes and nor will he perform any duties in the United Kingdom (save at the request of the Buyer or any member of the Buyer’s Tax Group) such that a Liability to United Kingdom income tax arises in respect of all or any part of his remuneration in any United Kingdom tax year post Closing in which the Earn Out Consideration is payable.

(ee)    No person who is either resident or ordinarily resident in the United Kingdom for United Kingdom tax purposes or has performed any duties in the United Kingdom such that a Liability to United Kingdom income tax has arisen within the last 5 years in respect of all or any part of his remuneration shall have any membership interests and/or shares in the Entity Seller by virtue of which that person shares in any part of either the Purchase Price or the Earn Out Consideration.

3.10    Assets.

(a)    The Company or the applicable Subsidiary (i) is the true and lawful owner of, and has good title to, all of the assets (tangible or intangible) purported to be owned by the Company or such Subsidiary, free and clear of all Security Interests (other than Permitted Security Interests), and (ii) has a valid lease or license to all other assets (tangible or intangible) used by the Company or such Subsidiary. Such assets to which the Company or a Subsidiary has good title or a valid lease or license are sufficient for the conduct of its businesses as presently conducted and as presently proposed to be conducted, and such tangible assets are reflected in the Financial Statements (other than to the extent disposed of in the Ordinary Course of Business). Each such tangible asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.

(b)    Section 3.10(b) of the Disclosure Schedule lists individually (i) all fixed assets (within the meaning of GAAP) of the Company or the Subsidiaries, indicating the cost, accumulated book depreciation (if any) and the net book value of each such fixed asset as of April 28, 2013, and (ii) all other assets of a tangible nature (other than inventories) of the Company or the Subsidiaries.

(c)    Each item of equipment, motor vehicle and other asset that the Company or a Subsidiary has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, upon its return to its lessor or owner in its present condition at the end of the relevant lease term or as otherwise contemplated by the applicable lease or contract, the

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obligations of the Company or such Subsidiary to such lessor or owner will have been discharged in full.

3.11    Owned Real Property. Neither the Company nor any Subsidiary owns, or has ever owned, any real property.

3.12    Real Property Leases. Section 3.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available to the Buyer complete and accurate copies of the Leases. With respect to each Lease:

(a)    no Person, other than the Company or any Subsidiary, is or claims to be entitled (actually or conditionally) to occupy, use or control the property subject to such Lease;

(b)    such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto;

(c)    such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing;

(d)    none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease;

(e)    there are no disputes, oral agreements, forbearance programs, licenses, collateral assurances, undertakings, side agreements or concessions in effect as to such Lease;

(f)    neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;

(g)    all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities;

(h)    the Company has no Knowledge of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto;

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(i)    no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary;

(j)    to the extent the property subject to such Lease is located in the United Kingdom, fire risk assessments have been carried out and copies thereof are held at such properties where requisite and there are no requirements of the local fire authority which have not been implemented or which are outstanding, and such properties comply with all fire regulations and have sufficient rights of escape in the event of fire or other emergency;

(k)    where an option has been exercised to break such Lease it has been validly exercised by the Company and any Subsidiary (as appropriate) and accepted by the landlord of the property which is subject to the Lease, and any pre-conditions to the exercise of such break have been satisfied in so far as practicable;

(l)    neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and

(m)    the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.

3.13    Intellectual Property.

(a)    Section 3.13(a) of the Disclosure Schedule lists all Company Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Company Registrations to the Company or any Subsidiaryhave been properly executed and recorded. All Company Registrations are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Company.

(b)    There are no inventorship challenges, opposition or nullity proceedings or interferences declared or commenced or interference proceeding provoked, or to the Knowledge of the Company, threatened, with respect to any Patent Rights included in the Company Registrations. The Company and the Subsidiaries have complied with their duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent or trademark office with respect to all patent and trademark applications filed by or on behalf of the Company or any Subsidiary and have made no material misrepresentation in such applications. The Company has no Knowledge of any information that would preclude the Company or any Subsidiary from having clear title to the Company Registrations or affecting the patentability or enforceability of any Company Registrations.

(c)    Each item of Company Intellectual Property will be owned or available for use by the Buyer or a subsidiary of the Buyer following the Closing on substantially identical

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terms and conditions as it was immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests (other than Permitted Security Interests), and all joint owners of the Company Owned Intellectual Property are listed in Section 3.13(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner so done currently by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used by the Company and the Subsidiaries and (iii) otherwise to conduct the Company’s business in the manner currently conducted by the Company and the Subsidiaries. Section 3.13(c) of the Disclosure Schedule sets forth a true and complete list of all Customer Offerings. Section 3.13(c) of the Disclosure Schedule also sets forth a true and complete list of all Internal Systems that are material to the business of the Company or any Subsidiary and a description of each such Internal System.

(d)    The Company or the appropriate Subsidiary, as applicable, has taken all commercially reasonable measures to protect the proprietary nature of each item of Company Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Company and each Subsidiary has complied with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the Knowledge of the Company, threatened against the Company or any Subsidiary. To the Knowledge of the Company, there has been no: (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of the Company or any Subsidiary, or (ii) breach of the Company’s or any Subsidiary’s security procedures wherein confidential information has been disclosed to a third Person. The Company and each Subsidiary has actively policed the quality of all goods and services sold, distributed or marketed under each of its Trademarks and has enforced adequate quality control measures to ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned.

(e)    None of the Customer Offerings, or the Exploitation thereof by the Company or the Subsidiaries or by any reseller, distributor, customer or user thereof in accordance with their applicable agreement with Company or its Subsidiaries, or any other activity of the Company or the Subsidiaries, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. None of the Internal Systems, to the extent developed by or on behalf of the Company or any Subsidiary, or the Company’s or any Subsidiary’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by any of them in connection with their business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. To the Knowledge of the Company, none of the other Internal Systems, or the Company’s or any Subsidiary’s past, current or currently contemplated Exploitation thereof, or any other activity undertaken by them in connection with their business, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. Section 3.13(e) of the Disclosure Schedule lists any complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by the Company or any Subsidiary alleging any such infringement, violation or misappropriation and

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any request or demand for indemnification or defense received by the Company or any Subsidiary from any reseller, distributor, customer, user or any other third party; and the Company has provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any legal opinions, studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

(f)    To the Knowledge of the Company, no Person (including any current or former employee or consultant of Company or the Subsidiaries) or entity is infringing, violating or misappropriating any of the Company Owned Intellectual Property or any Company Licensed Intellectual Property which is exclusively licensed to the Company or any Subsidiary. The Company has provided to the Buyer copies of all correspondence, analyses, legal opinions, complaints, claims, notices or threats concerning the infringement, violation or misappropriation of any Company Owned Intellectual Property; provided, however, that the Company is not required to provide any such legal opinions if the provision of such would violate the attorney client privilege. The Company has not received any such legal opinions.

(g)    Section 3.13(g) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company or any Subsidiary has assigned, transferred,licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property (other than non-exclusive licenses to end user customers entered into in the Ordinary Course of Business). Except as described in Section 3.13(g) of the Disclosure Schedule, neither the Company nor any Subsidiary has agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights. Except as set forth in Section 3.13(g) of the Disclosure Schedule, neither the Company nor any Subsidiary is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.

(h)    Section 3.13(h) of the Disclosure Schedule identifies (i) each item of Company Licensed Intellectual Property and the license or agreement pursuant to which the Company or any Subsidiary Exploits it (excluding currently-available, off‑the‑shelf software programs that are part of the Internal Systems and are licensed by the Company or any Subsidiary pursuant to “shrink wrap” licenses, the total annual fees associated with which are less than $10,000) and (ii) each agreement, contract, assignment or other instrument pursuant to which the Company or any Subsidiary has obtained any joint or sole ownership interest in or to each item of Company Owned Intellectual Property. None of the Customer Offerings or Internal Systems includes “shareware,” “freeware” or other Software or other material that was obtained by the Company or any Subsidiary from third parties other than pursuant to the license agreements listed in Section 3.13(h) of the Disclosure Schedule.

(i)    Neither the Company nor any Subsidiary has licensed, distributed or disclosed, and knows of no distribution or disclosure by others (including its and the Subsidiaries’ employees and contractors) of, the Company Source Code to any Person, except

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pursuant to the agreements listed in Section 3.13(i) of the Disclosure Schedule, and the Company and the Subsidiaries have taken all reasonable physical and electronic security measures to prevent disclosure of such Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of such Company Source Code by the Company, the Subsidiaries, their escrow agent(s) or any other Person to any third party.

(j)    All of the Software and Documentation comprising, incorporated in or bundled with the Customer Offerings or Internal Systems that constitute Company-Owned Intellectual Property have been designed, authored, tested and debugged by regular employees of the Company or a Subsidiary within the scope of their employment or by independent contractors of the Company or a Subsidiary who have executed valid and binding agreements expressly assigning all right, title and interest in such copyrightable materials to the Company or a Subsidiary, waiving their non-assignable rights (including moral rights) in favor of the Company or a Subsidiary and its permitted assigns and licensees, and have no residual claim to such materials.

(k)    Section 3.13(k) of the Disclosure Schedule lists all Open Source Materials that the Company or the Subsidiaries have utilized in any way in the Exploitation of Company Offerings or Internal Systems (which, with respect to any Company Licensed Intellectual Property, shall be to the Knowledge of the Company) and describes the manner in which such Open Source Materials have been utilized, including whether and how the Open Source Materials have been modified and/or distributed by the Company or the Subsidiaries. Neither the Company nor any Subsidiary has (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company or any Subsidiary; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company or any Subsidiary with respect to the Customer Offerings or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

(l)    Each current or former employee of the Company or any Subsidiary and each current or former independent contractor of the Company or any Subsidiary has executed a valid, binding and enforceable written agreement expressly assigning to the Company or such Subsidiary all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment or such independent contractor’s work for the Company or the relevant Subsidiary, and all Intellectual Property rights therein, and has waived all moral rights therein to the extent legally permissible.

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(m)    Neither the Company nor any Subsidiary has introduced into any Customer Offering or Internal System, and the Company and each Subsidiary has taken industry standard measures to detect and remove from each Customer Offering and each Internal System, any Virus or, to the extent that the Company or any Subsidiary did not have the authority to remove a Virus from any Internal System licensed to the Company or any Subsidiary, the Company and each such Subsidiary terminated the use of such Internal Systems in which a Virus has been detected. The Company and the Subsidiaries have not received any warranty claims, contractual terminations or requests for settlement or refund due to the failure of the Customer Offerings to meet their specifications orotherwise to satisfy end user needs or for harm or damage to any third party except as set forth in Section 3.13(m) of the Disclosure Schedule.

(n)    The Company and the Subsidiaries have neither sought, applied for nor received any support, funding, resources or assistance from any U.S. federal, state, local or foreign governmental or quasi-governmental agency or funding source in connection with the Exploitation of the Customer Offerings, the Internal Systems or any facilities or equipment used in connection therewith.

3.14    Inventory. Other than general office supplies, neither the Company nor any Subsidiary maintains any inventory.

3.15    Contracts.

(a)    Section 3.15(a) of the Disclosure Schedule lists the following agreements (each a “Contract”) to which the Company or any Subsidiary is a party:

(i)    any agreement (or group of related agreements) for the lease of personal property from or to third parties;

(ii)    any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $50,000 in any 12 month period, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has granted exclusive rights to a certain party;

(iii)    any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(iv)    any agreement (or group of related agreements) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest (other than Permitted Security Interests) on any of its assets, tangible or intangible;

(v)    any agreement for the disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products in the Ordinary

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Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business);

(vi)    any agreement concerning confidentiality, noncompetition or non-solicitation (other than confidentiality agreements with customers or employees of the Company or any Subsidiary set forth in the Company’s or the applicable Subsidiary’s standard terms and conditions of sale or standard form of employment agreement, copies of which have previously been made available to the Buyer);

(vii)    any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement or any agreement with any other person who provides services to the Company;

(viii)    any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled);

(ix)    any agreement involving any current or former officer, director or stockholder or shareholder of the Company or any Affiliate thereof;

(x)    any agreement under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect;

(xi)    any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound;

(xii)    any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business);

(xiii)    any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted;

(xiv)    any prime contract, subcontract, basic ordering agreement, letter contract, purchase order, delivery order, bid, change order, arrangement or other commitment of any kind between the Company or any Subsidiary, on the one hand, and any Governmental Entity, any prime contractor to a Governmental Entity or any subcontractor to any such Governmental Entity or prime contractor, on the other hand;

(xv)    any agreement that would bind, or purport to bind, the Buyer or any of its Affiliates; and

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(xvi)    any other agreement (or group of related agreements) either involving more than $50,000 in any 12 month period or not entered into in the Ordinary Course of Business.

(b)    The Company has made available to the Buyer a complete and accurate copy of each Contract (as amended to date). With respect to each Contract: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, except as to enforceability which may be limited by bankruptcy, insolvency reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally, or equitable principles; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, except as to enforceability which may be limited by bankruptcy, insolvency reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally, or equitable principles; and (iii) neither the Company, any Subsidiary nor, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Contract, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company, any Subsidiary or, to the Knowledge of the Company, any other party under such Contract.

(c)    Neither the Company nor any Subsidiary is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.15(a) of the Disclosure Schedule under the terms of Section 3.15(a). None of the agreements listed in Section 3.15(c) of the Disclosure Schedule, if reduced to written form, would be described by Section 3.15(a)(vi). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss or (ii) for which the customer has already been billed or paid that have not been fully accounted for on the Most Recent Balance Sheet.

3.16    Accounts Receivable. All accounts receivable of the Company and the Subsidiaries reflected on the Most Recent Balance Sheet (other than those paid since such date) are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 calendar days after the date on which it first became due and payable), net of the applicable reserve for bad debts on the Most Recent Balance Sheet. A complete and accurate list of the accounts receivable of the Company and the Subsidiaries as of April 25, 2013, showing the aging thereof, is included in Section 3.16 of the Disclosure Schedule. All accounts receivable of the Company and the Subsidiaries that have arisen since the Most Recent Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and are collectible (within 90 calendar days after the date on which it first became due and payable), net of a reserve for bad debts related to such accounts receivable in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. Neither the Company nor any Subsidiary has received any written notice

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from an account debtor stating that any account receivable in an amount in excess of $15,000 is subject to any contest, claim or setoff by such account debtor.

3.17    Powers of Attorney. There are no outstanding powers of attorney executed on behalf of the Company or any Subsidiary.

3.18    Insurance. Section 3.18 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which the Company or any Subsidiary is a party, a named insured or otherwise the beneficiary of coverage, all of which are in full force and effect. All claims eligible to be asserted by the Company or any Subsidiary under any such policy have been asserted on a timely basis. There is no claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, neither the Company nor any Subsidiary may be liable for retroactive premiums or similar payments, and the Company and the Subsidiaries are otherwise in compliance with the terms of such policies. The Company has no Knowledge of any threatened termination of, or premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 3.18 of the Disclosure Schedule identifies all claims asserted by the Company pursuant to any insurance policy since the inception of the Company and describes the nature and status of each such claim.

3.19    Litigation. There is no Legal Proceeding which is pending or has been threatened in writing against the Company or any Subsidiary. There are no judgments, orders or decrees outstanding against the Company or any Subsidiary.

3.20    Warranties.

(a)    No service or product provided, manufactured, sold, leased, licensed or delivered by the Company or any Subsidiary is subject to any guaranty, warranty, right of return, right of credit, service level agreement obligation or other indemnity. Section 3.20(a) of the Disclosure Schedule sets forth the aggregate expenses incurred by the Company and the Subsidiaries in fulfilling their obligations under their guaranty, warranty, right of return, service level agreement credit and indemnity provisions during each of the fiscal years and the interim period covered by the Financial Statements; and the Company has no Knowledge of any reason why such expenses should significantly increase as a percentage of sales in the future.

(b)    The reserve for warranty claims set forth on the Most Recent Balance Sheet and any reserves for warranty claims created by the Company in the Ordinary Course of Business subsequent to the Most Recent Balance Sheet Date are adequate and were calculated in accordance with UK GAAP consistently applied.

(c)    Neither the Company nor any Subsidiary has any Liability to any customer in connection with any service provided or product manufactured, sold, leased or

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delivered by the Company or a Subsidiary to provide the customer with any other services or products of the Company or a Subsidiary on pre-negotiated terms, including for upgrades to other services or products at prices below the Company’s or the Subsidiary’s, as the case may be, published price for such services or products. Neither the Company nor any Subsidiary has any Liability to any customer in connection with any service provided or product manufactured, sold, leased or delivered by the Company or a Subsidiary other than those arising in the Ordinary Course of Business.

3.21    Employees.

(a)    Section 3.21(a) of the Disclosure Schedule contains a list, for each employee of the Company and each Subsidiary, of the employee’s position, engaging entity, notice period, date of hire, country in which the employee works, annual rate of compensation (or with respect to employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation, and employment status (including whether the person is on leave of absence, the dates of such leave and the basis for such leave). Each of such employees is retained at-will, other than such employees employed in the United Kingdom, and none of such employees is a party to an employment agreement or contract with the Company or any Subsidiary. Each current and former employee of the Company or any Subsidiary has entered into the Company’s or such Subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been delivered to the Buyer. All of the agreements referenced in the preceding sentence will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. To the Knowledge of the Company, no Key Employee or group of employees has any plans to terminate employment with the Company or any Subsidiary, nor has the Company or any Subsidiary given notice to terminate any such Key Employee or group of employees. The Company and the Subsidiaries are in compliance with all applicable Laws relating to the employment of employees, including the hiring, classification and termination of employees.

(b)    Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, nor has either of them experienced any actual or threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company has no Knowledge of any organizational effort made or threatened (including the filing of a petition for certification) either currently or within the past two (2) years, by or on behalf of any labor union, trade union or works council with respect to employees of the Company or any Subsidiary.

(c)    None of the Company, any Subsidiary, any director, officer or other Key Employee of the Company or any Subsidiary, or any Affiliate of any of the foregoing, has any existing undisclosed contractual relationship with the Company or a Subsidiary or owns, directly or indirectly, individually or collectively, any interest in any entity which is in a business similar or competitive to the business of the Company and the Subsidiaries.

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(d)    Section 3.21(d) of the Disclosure Schedule contains a list of all consultants and independent contractors currently engaged by either the Company or any Subsidiary, along with the position, date of retention, engaging entity, country in which the individual provides services, notice required to terminate such engagement and rate of remuneration for each such Person. None of such consultants or independent contractors is a party to a written agreement or contract with the Company or any Subsidiary. Each such consultant and independent contractor has entered into the Company’s or such Subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement with the Company or such Subsidiary, a copy of which has previously been delivered to the Buyer.

(e)    Section 3.21(e) of the Disclosure Schedule contains a list by employee name, identification number and country of citizenship of all employees of the Company or any Subsidiary employed in the United States who are not citizens of the United States. Section 3.21(e) of the Disclosure Schedule also sets forth a list by name and identification number of each employee of the Company or any Subsidiary who is providing services in the United States and who holds a temporary work authorization (“Work Permit”), including H-1B, TN, E-1, E-2, L-1, F-1 or J-1 visa status or Employment Authorization Document (“EAD”) work authorizations, setting forth the name and identification number of such employee, the type of Work Permit and the length of time remaining on such Work Permit. With respect to each Work Permit, all of the information that the Company or any Subsidiary provided to the United States Department of Labor (“DOL”) and the United States Customs and Immigration Service (“USCIS”) in the applications for such Work Permit was, to the Knowledge of the Company, true and complete at the time of filing such applications. The Company or the applicable Subsidiary received the appropriate notice of approval or other evidence of authorized employment from the USCIS, the DOL, the Department of State or other relevant Governmental Entity with respect to each such Work Permit. Neither the Company nor any Subsidiary has received any notice from the USCIS or any other Governmental Entity that any Work Permit has been revoked. There is no action pending or, to the Knowledge of the Company, threatened to revoke or adversely modify the terms of any of the Work Permits. Every employee or worker of the Company or any Subsidiary who requires a work permit to work in the jurisdiction in which such person works has a current work permit or other permission to remain in such jurisdiction.

(f)    The Company or a Subsidiary obtained the necessary prevailing wage documentation for each H-1B worker and has paid and continues to pay each H-1B worker the prevailing wage according to the regulations of the DOL to the extent that such regulations are applicable to it. The Company and the Subsidiaries have complied with all terms of the Labor Condition Applications for all H-1B workers and has maintained all documentation required by the DOL regulations to the extent that such terms and regulations are applicable to it. The Company has provided the Buyer with a written statement which summarizes the compliance of the Company and each Subsidiary with the DOL regulations governing labor condition applications to the extent that such regulations are applicable to it.

(g)    The Company has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from its employees and is not liable for any arrears of wages, Taxes, penalties or

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other sums for failure to comply with any of the foregoing. There are no, and at no time have there been, any independent contractors who have provided services to the Company for a period of six (6) consecutive months or longer. The Company has never had any temporary or leased employees.

(h)    Section 3.21(h) of the Disclosure Schedule contains a complete and accurate list of (i) all of the Company’s and each Subsidiary’s written employee handbooks, employment manuals, employment policies, or affirmative action plans, and (ii) written summaries of all unwritten employment policies.

(i)    To the extent applicable to it, neither the Company nor any Subsidiary has caused or will cause any “employment loss” (as that term is defined or used in the U.S. Worker Adjustment Retraining Notification Act) at any time during the 90 calendar day period ending on the date hereof, nor has the Company or any Subsidiary incurred any Liability in connection with the termination of employment of any of its employees for failure to provide information or to consult with employees under any applicable Law.

(j)    Neither the Company nor any Subsidiary has incurred, and no circumstances exist under which the Company or any Subsidiary could incur, any Liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees.

3.22    Employee Benefits.

(a)    Section 3.22(a) of the Disclosure Schedule contains a complete and accurate list of all Company Plans. Complete and accurate details of all Liabilities of the Company or any Subsidiary in respect of each Company Plan have been disclosed to the Buyer. For the avoidance of doubt, such disclosure includes the delivery to the Buyer (where applicable) of complete and accurate copies of (i) all Company Plans which have been reduced to writing, together with all amendments thereto, (ii) written summaries of all unwritten Company Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R and (for all funded plans) all plan financial statements for the last three plan years for each Company Plan, (v) all reports regarding the satisfaction of the nondiscrimination requirements of Sections 410(b), 401(k), and 401(m) of the Code for the past three years, and (vi) any written or electronic communications from or to any Governmental Entity, including the Internal Revenue Service or the DOL, with respect to a Company Plan (including any voluntary correction submissions). All Company Plans comply with all applicable Law.

(b)    Each Company Plan has been administered in accordance with its terms and each of the Company, the Subsidiaries and (where applicable) the ERISA Affiliates has met its obligations with respect to each Company Plan and has timely made all required contributions thereto. Each Company Plan is in compliance with the provisions of all applicable Laws relating to each Company Plan (and its governing documentation), including (where relevant) ERISA and the Code, and the regulations thereunder. All filings and reports as to each Company Plan

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required to have been submitted to each relevant Governmental Entity, including the Internal Revenue Service or the DOL, have been timely submitted.

(c)    There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Company Plans and proceedings with respect to qualified domestic relations orders) against or involving any Company Plan or asserting any rights or claims to benefits under any Company Plan that could give rise to any Liability, and neither the Company nor any Subsidiary is aware of any issue which could reasonably be expected to give rise to any Liability in the future. No Company Plan is or within the last three calendar years has been the subject of, or has received notice that it is the subject of, examination by a Governmental Entity or a participant in a government sponsored amnesty, voluntary compliance or similar program.

(d)    All the Company Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters or opinion letters from the Internal Revenue Service to the effect that such Company Plans are qualified and the plans and the trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter or opinion letter has been revoked and revocation has not been threatened, and no act or omission has occurred, that would adversely affect its qualification or increase its cost.

(e)    Neither the Company, any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to an Employee Benefit Plan which was ever subject to Section 412 of the Code or Title IV of ERISA. At no time has the Company, any Subsidiary or any ERISA Affiliate been obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA).

(f)    No Company Plan that is funded has assets that include securities issued by the Company, any Subsidiary or any ERISA Affiliate.

(g)    With respect to the Company Plans, there are no benefit obligations for which contributions have not been made or properly accrued and there are no benefit obligations that have not been accounted for by reserves on the Financial Statements if required by applicable accounting standards.

(h)    All group health plans of the Company, any Subsidiary and any ERISA Affiliate comply in all respects with the requirements of all applicable Laws, including, to the extent applicable, COBRA, Code Section 5000, the Health Insurance Portability and Accountability Act and the Patient Protection and Affordable Care Act (“PPACA”). Neither the Company, any Subsidiary, nor any ERISA Affiliate has any Liability under or with respect to COBRA for its own actions or omissions, or those of any predecessor. No Company Plan provides health care continuation coverage beyond termination of employment, except to COBRA qualified beneficiaries at their own, and not at the Company’s, expense. No Person (or any beneficiary of such Person) is entitled to receive any welfare benefits, including death or medical benefits (whether or not insured) beyond retirement or other termination of employment, other than as applicable Law requires or as required by the terms of any Company Plan, and there have been no written or oral commitments inconsistent with the foregoing.

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(i)    No act or omission has occurred and no condition exists with respect to any Company Plan that would subject the Buyer, the Company, any Subsidiary, any ERISA Affiliate, or any plan participant to (i) any fine, penalty, Tax or Liability of any kind imposed under any applicable Law, including ERISA or the Code, or (ii) any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Company Plan, nor will the transactions contemplated by this Agreement give rise to any such Liability.

(j)    No Company Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code.

(k)    Each Company Plan is amendable and terminable unilaterally by the Company and any Subsidiary that is a party thereto or covered thereby at any time without Liability or expense to the Company, any Subsidiary or such Company Plan as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto) and no Company Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company or any Subsidiary from amending or terminating any such Company Plan, or in any way limit such action. The investment vehicles used to fund any Company Plan may be changed at any time without incurring a sales charge, surrender fee or other similar expense.

(l)    Section 3.22(l) of the Disclosure Schedule discloses each: (i) agreement with any stockholder, director, executive officer or other Key Employee of the Company or any Subsidiary (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company or any Subsidiary of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, executive officer or Key Employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company or any Subsidiary that may be subject to the Tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code without regard to Section 280G(b)(4); and (iii) agreement or plan binding the Company or any Subsidiary, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan or Company Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

(m)    Each individual who has received compensation for the performance of services on behalf of the Company, any Subsidiary or the ERISA Affiliates has been properly classified as an employee or independent contractor in accordance with applicable Law.

(n)    Section 3.22(n) of the Disclosure Schedule sets forth the policy of the Company and each Subsidiary with respect to accrued vacation, accrued sick time and earned time off and the amount of such liabilities as of the Closing Date.

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(o)    Section 3.22(o) of the Disclosure Schedule sets forth all bonuses earned by the Company’s or any Subsidiary’s employees through the Closing Date that are expected to be accrued on the Closing Adjustment Statement but unpaid as of the Closing Date.

(p)    There are no loans or extensions of credit from the Company, any Subsidiary or any ERISA Affiliate to any employee of or independent contractor to the Company or any Subsidiary.

(q)    There is no plan or commitment, whether legally binding or not, to create any additional Company Plans or to modify any existing Company Plans with respect to employees of the Company or any Subsidiary.

(r)    There is no corporate-owned life insurance (COLI), split-dollar life insurance policy or any other life insurance policy on the life of any employee of the Company or any Subsidiary or on any Company Stockholder.

(s)    With respect each Company Plan, to the extent it provides benefits or compensation to a United States taxpayer: (i) if such Company Plan is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)), such Company Plan has been since January 1, 2005 in compliance with Code Section 409A and IRS Notice 2005-1 and has been in documentary compliance since January 1, 2009; (ii) if such Company Plan is a “nonqualified deferred compensation plan” that is grandfathered from the provisions of Section 409A of the Code, such Company Plan has not been materially modified (as determined under Notice 2005-1) after October 3, 2004; (iii) no event has occurred that would be treated by Code Section 409A(b) as a transfer of property for purposes of Code Section 83; and (iv) no stock option or equity unit option granted under any Company Plan has an exercise price that has been or may be less than the fair market value of the underlying stock or equity units (as the case may be) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

(t)    Each Company Plan that is subject to the Laws of any jurisdiction outside of the United States (i) has been maintained in accordance with its terms and with all applicable Laws, (ii) if intended to qualify for special Tax treatment, meets all requirements for such treatment, (iii) is fully funded (including with respect to benefits not vested) and (iv) if required to be registered, has been registered with the appropriate authorities and has been maintained in good standing with the appropriate regulatory authorities.

(u)    Except for the Pension Schemes, neither the Company nor any Subsidiary has any Liability in respect of a UK pension scheme (as defined by Section 150 of the United Kingdom Finance Act 2004) for or in respect of any past or present officer or employee of the Company or any Subsidiary (or any predecessor in business).

(v)    Except for a lump sum death benefit scheme that is fully insured, the benefits provided to individuals employed by the Company or any Subsidiary in the United Kingdom are money purchase benefits (as defined by Section 181 of the United Kingdom Pension Scheme Act 1993). Where any such individual transferred to the Company or any

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Subsidiary (or a predecessor in business) upon the transfer of an undertaking to which the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 2006 applied, no Liability in respect of an occupational pension scheme transferred by virtue of those Regulations.

(w)    The Company and each Subsidiary has at all times complied with the United Kingdom statutory provisions relating to stakeholder pensions under the United Kingdom Welfare Reform and Pensions Act 1999 and Part 1 of the United Kingdom Pensions Act 2008 (Scheme Membership for Jobholders) and their associated Regulations.

(x)    Neither the Company, nor any Subsidiary is an employer of a UK occupational pension scheme, or connected or associated to any such employer (such terms being defined in Sections 38 to 50 of the United Kingdom Pensions Act 2004).

(y)    No Pension Scheme accepts, or has accepted, any contribution from a European employer, as defined for the purposes of Part 7 of the United Kingdom Pensions Act 2004.

3.23    Environmental Matters.

(a)    The Company and the Subsidiaries have complied with all applicable Environmental Laws. There is no pending or, to the Knowledge of the Company, threatened civil or criminal litigation, written notice of violation, administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving the Company or any Subsidiary.

(b)    Neither the Company nor any Subsidiary has any Liabilities arising from the release or threatened release of any Materials of Environmental Concern into the environment.

(c)    Neither the Company nor any Subsidiary is a party to or bound by any court order, administrative order, consent order or other agreement between the Company or any Subsidiary and any Governmental Entity entered into in connection with any legal Liability arising under any Environmental Law.

(d)    Set forth in Section 3.23(d) of the Disclosure Schedule is a list of all documents (whether in hard copy or electronic form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by the Company or any Subsidiary (whether conducted by or on behalf of the Company, any Subsidiary or a third party, and whether done at the initiative of the Company or a Subsidiary or directed by a Governmental Entity or other third party) which the Company has possession of or access to. A complete and accurate copy of each such document has been made available to the Buyer.

(e)    The Company has no Knowledge of any environmental Liability relating to any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Company or any Subsidiary.

3.24    Legal Compliance.

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(a)    The Company and each Subsidiary is currently conducting, and has at all times since its inception conducted, its business in compliance with each applicable Law. Neither the Company nor any Subsidiary has received any notice or communication alleging noncompliance with any applicable Law.

(b)    Neither the Company nor any Subsidiary is or has at any time engaged in any activity, practice or conduct which would constitute an offense under the United Kingdom Bribery Act 2010.No Associated Person of the Company or of any Subsidiary has bribed another person (within the meaning given in Section 7(3) of the United Kingdom Bribery Act 2010) intending to obtain or retain business or an advantage in the conduct of business for the Company and/or any Subsidiary, and the Company and each Subsidiary has in place adequate procedures designed to prevent their respective Associated Persons from undertaking any such conduct. Neither the Company nor any Subsidiary nor any of their respective Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceedings by any Governmental Entity or any customer regarding any offense or alleged offense under the United Kingdom Bribery Act 2010, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings. Neither the Company nor any Subsidiary is ineligible to be awarded any contract or business under Section 23 of the United Kingdom Public Contracts Regulations 2006 or Section 26 of the United Kingdom Utilities Contracts Regulations 2006 (each as amended).

(c)    Neither the Company, any Subsidiary nor any officer, director, employee or agent thereof or any Company stockholder acting on behalf of the Company or any Subsidiary, has condoned any act or authorized, directed or participated in any act in violation of any provision of the United States and Foreign Corrupt Practices Act of 1977, or any comparable Law, as applied to such officer, director, employee, agent or Company stockholder.

(d)    No Person currently or previously employed or otherwise engaged (as a consultant, independent contractor or otherwise) by the Company or any Subsidiary has been, at any time so employed or otherwise engaged, debarred (including, for the avoidance of doubt, pursuant to a debarment issued prior to such employment or engagement that remains in effect at any time during such employment or engagement) pursuant to the provisions of the United States Federal Food, Drug and Cosmetic Act, any rule or regulation thereunder or any other comparable Law.

3.25    Customers and Suppliers. Section 3.25 of the Disclosure Schedule sets forth a list of (a) each customer of the Company or any Subsidiary during the last full fiscal year and the interim period through April 25, 2013 and the amount of revenues accounted for by such customer during each such period and (b) each supplier that is the sole supplier of any significant product or service to the Company or any Subsidiary. No such customer or supplier has indicated within the past year that it will stop, or decrease the rate of, buying materials, products or services or supplying materials, products or services, as applicable, to the Company or any Subsidiary. The Company and the Subsidiaries each have good relations with their customers. No unfilled customer order or commitment obligating the Company or any Subsidiary to process, manufacture, provide or deliver products or perform services will result in a loss to the Company

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or any Subsidiary upon completion of performance. No purchase order or commitment of the Company or any Subsidiary is in excess of normal requirements, nor are prices provided therein in excess of current market prices for the products or services to be provided thereunder.

3.26    Permits. Section 3.26 of the Disclosure Schedule sets forth a list of all Permits issued to or held by the Company or any Subsidiary. Such listed Permits are the only Permits that are required for the Company and the Subsidiaries to conduct their business as presently conducted or as proposed to be conducted. Each such Permit is in full force and effect; the Company or the applicable Subsidiary, as the case may be, is and has been in compliance with the terms of each such Permit; and, to the Knowledge of the Company, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration. Each such Permit will continue in full force and effect immediately following the Closing.

3.27    Certain Business Relationships With Affiliates. No Affiliate of the Company, any Subsidiary or any Seller (a) owns any property or right, tangible or intangible, which is used in the business of the Company or any Subsidiary, (b) has any claim or cause of action against the Company or any Subsidiary, (c) owes any money to, or is owed any money by, the Company or any Subsidiary, or (d) is a party to any contract or other arrangement (written or oral) with the Company or any Subsidiary. Section 3.27 of the Disclosure Schedule describes any transactions or relationships between the Company or any Subsidiary and any Affiliate thereof or any Seller that occurred or have existed since the beginning of the time period covered by the Financial Statements.

3.28    Brokers’ Fees. Neither the Company nor any Subsidiary has any Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

3.29    Books and Records. The minute books and other similar records of the Company and each Subsidiary contain complete and accurate records of all actions taken at any meetings of the Company’s or such Subsidiary’s equityholders, Board of Directors (or comparable management body) or any committee thereof and of all written consents executed in lieu of the holding of any such meeting. The books and records of the Company and each Subsidiary accurately reflect the assets, liabilities, business, financial condition and results of operations of the Company and the Subsidiaries and have been maintained in accordance with good business and bookkeeping practices. Section 3.29 of the Disclosure Schedule contains a list of all bank accounts and safe deposit boxes of the Company and the Subsidiaries and the names of persons having signature authority with respect thereto or access thereto.

3.30    Data Protection.

(a)    The Company and each Subsidiary (to the extent applicable to it) has notified registrable particulars under the United Kingdom Data Protection Act 1998 of all personal data held by it and:

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(i)    has renewed such notifications and has notified any changes occurring in between such notifications as required by the United Kingdom Data Protection Act 1998;

(ii)    has paid all fees payable in respect of such notifications;

(iii)    the contents of such notifications (copies of which are included in the Section 3.30(a)(iii) of Disclosure Schedule) are complete and accurate; and

(iv)    there has been no unauthorized disclosure of personal data outside the terms of such notifications.

(b)    Neither the Company nor any Subsidiary (to the extent it is restricted from doing so) has transferred any personal data outside the European Economic Area.

(c)    The Company and each Subsidiary (to the extent applicable to it) has:

(i)    complied in all respects with the United Kingdom Data Protection Act of 1984 and the United Kingdom Data Protection Act 1998 (including in relation to any manual data in respect of which the transitional exemptions under Schedule 8 of the United Kingdom Data Protection Act 1998 have now expired);

(ii)    satisfied any requests for access to personal data subject to Section 3.30(c)(i);

(iii)    established the procedures necessary to ensure continued compliance with the United Kingdom Data Protection Act 1984 and the United Kingdom Data Protection Act 1998; and

(iv)    complied with the requirements of the seventh principle of the United Kingdom Data Protection Act 1998 in respect of any processing of data carried out by a data processor on behalf of the Company or any Subsidiary, including by entering into a written contract with the data processor confirming that the data processor will only act on the instructions of the Company or the relevant Subsidiary, and requiring the data processor to comply with obligations relating to security measures equivalent to those imposed on the Company or the relevant Subsidiary by the seventh principle as mentioned above.

(d)    Neither the Company nor any Subsidiary has received any:

(i)    notice or complaint under the United Kingdom Data Protection Act 1998 alleging non-compliance with that Act (including any information or enforcement notice, or any transfer prohibition notice); or

(ii)    claim for compensation for loss or unauthorized disclosure of data; or

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(iii)    notification of an application for rectification or erasure of personal data;

and there are no circumstances which may give rise to the giving of any such notice or the making of any such notification.

(e)    The Company and each Subsidiary (to the extent applicable to it) has complied with its obligations under the United Kingdom Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect of the use of electronic communications (including e-mail, text messaging, fax machines, automated calling systems and non-automated telephone calls) for direct marketing purposes.

3.31    Prepayments, Prebilled Invoices and Deposits.

(a)    Section 3.31(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company and the Subsidiaries from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries.

(b)    Section 3.31(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company and the Subsidiaries for products to be purchased, services to be performed or other benefits to be received after the Closing Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries.

3.32    Customer Offerings. The Customer Offerings substantially conform to the functional description in the Documentation for such Customer Offerings under normal use and service in accordance with the applicable Documentation.

3.33    Disclosure. No representation or warranty by the Sellers contained in this Agreement, and no statement contained in the Disclosure Schedule or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Sellers pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

3.34    No Further Representations; Projections.

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(a)    EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE II AND THIS ARTICLE III, NEITHER THE COMPANY NOR ANY SELLER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b)    In connection with the Buyer’s investigation of the Company, the Buyer has received certain projections, including projected statements of revenues and income from operations of the Company and certain business plan information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties and that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, the Company and the Sellers make no representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts.

(c)    Notwithstanding anything to the contrary, nothing in this Section 3.34 or elsewhere in this Agreement shall limit any right or remedy that may be available in respect of any claim based on fraud or Knowing Misrepresentation.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Sellers that the statements contained in this Article IV are true and correct:

4.1    Organization and Corporate Power. The Buyer is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The Buyer has all requisite power and authority (corporate and other) to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Buyer is an indirect wholly-owned subsidiary of the Buyer Parent.

4.2    Authorization of Transaction. The Buyer has all requisite power and authority (corporate and other) to execute and deliver this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement and all other agreements contemplated hereby (other than the Escrow Agreement) have been, and the Escrow Agreement when executed and delivered by the Buyer will be, duly and validly executed and delivered by the Buyer and constitute valid and binding obligations of the Buyer, enforceable against it in accordance with its terms, except as to enforceability which may be limited by bankruptcy,

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insolvency reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally, or equitable principles.

4.3    Noncontravention. Neither the execution and delivery by the Buyer of this Agreement, the Escrow Agreement or any other agreement contemplated hereby or thereby, nor the performance by the Buyer of its obligations hereunder or thereunder, nor the consummation by the Buyer of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the charter or By-laws (or comparable organizational documents) of the Buyer, (b) require on the part of the Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the imposition or acceleration of any obligation under, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other agreement to which the Buyer is a party or by which it is bound or to which any of its assets are subject, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any of its properties or assets.

4.4    Broker’s Fees. The Buyer has no Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

4.5    Disclosure. No representation or warranty by the Buyer contained in this Agreement or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Buyer pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

4.6    No Further Representations.

(a)    EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, THE BUYER MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE BUYER OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b)    Notwithstanding anything to the contrary, nothing in this Section 4.6 or elsewhere in this Agreement shall limit any right or remedy that may be available in respect of any claim based on fraud or Knowing Misrepresentation.

ARTICLE VCOVENANTS

5.1    Cooperation in Litigation. In the event that a claim is asserted against the Buyer or any of its Affiliates (including the Company and the Subsidiaries) with respect to the Company or any Subsidiary, any business conducted by the Company or any Subsidiary, or any of the transactions contemplated hereby, each Seller shall cooperate with Buyer in the defense of

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such claim. Each Seller shall reasonably consult with the Buyer regarding the defense of any proceedings or litigation against any Seller relating to any of the transactions contemplated hereby.

5.2    Transition Assistance. Without payment of any further consideration, other than the consideration expressly set forth in this Agreement, each Seller shall provide to Buyer and its Affiliates such assistance as Buyer shall reasonably request in order to effect the transition of the business of the Company and the Subsidiaries to the Buyer.

5.3    Tax Matters. Subject always to Section 6.1, this Section 5.3 shall control the allocation and responsibility as between the Parties for the Tax matters described below.

(a)    Subject to the provisions of this Section 5.3, the Buyer will have exclusive conduct of all Taxation affairs of the Company and the Subsidiaries after the Closing.

(b)    The Buyer will procure that the Company keeps the Representative reasonably informed of the conduct of its Taxation affairs in respect of any Pre-Closing Tax Period and any Straddle Period.

(c)    The Buyer will cause to be prepared and timely filed all Tax Returns of the Company and any Subsidiaries for a Pre-Closing Tax Period that are required to be filed after the Closing Date, including Tax Returns for any Straddle Period that are filed after the Closing Date (the “Buyer Prepared Tax Returns”). All Buyer Prepared Tax Returns shall be filed in a manner consistent in all material respects with the prior practice of the Company and the Subsidiaries, as applicable, except to the extent the Buyer makes a good faith determination that a position or other method of reporting in such Tax Return is not reasonably likely to be sustained upon audit or is inconsistent with the requirements of Law. At least twenty (20) Business Days prior to the due date (including any applicable extensions) of each Buyer Prepared Tax Return, the Buyer shall cause to be delivered to the Representative a draft copy of such Tax Return, in the case of a Pre-Closing Tax Period, and, in the case of a Straddle Period, a pro forma return for the portion of the period ending on the Closing Date for the Representative’s review and comment. At least ten (10) Business Days prior to the due date of each Buyer Prepared Tax Return, the Representative shall deliver to the Buyer its comments, if any, in writing relating to such Buyer Prepared Tax Return. The Buyer shall consider in good faith the Representative’s comments to such Buyer Prepared Tax Returns. The Buyer shall promptly provide the Representative copies of all filed Buyer Prepared Tax Returns for Pre-Closing Tax Periods and, in the case of a Straddle Period, a pro forma return for the portion of the period ending on the Closing Date. At least five (5) Business Days prior to the due date of each payment (including whether the payment is for an estimated amount of tax or an instalment or otherwise) with respect to either the Pre-Closing Tax Periods or the Pre-Closing Portion of the Straddle Period or relating to a Buyer Prepared Tax Return, the Sellers shall pay to the Buyer the amount of Taxes due with respect to the Pre-Closing Tax Periods (whether or not a Buyer Prepared Tax Return is filed) or relating to such Buyer Prepared Tax Return for a Pre-Closing Tax Period and the amount of Taxes due with respect to either the Pre-Closing Portion of a Straddle Period (whether or not a Buyer Prepared Tax Return is filed) or relating to such Buyer Prepared Tax Return for a Straddle Period to the extent allocated to the Pre-Closing Portion pursuant to Section 5.3(d), except to the extent such

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Taxes (i) were taken into account in determining the Final Closing Adjustment, (ii) are not Indemnified Taxes, (iii) are Excluded Taxes or (iv) are Taxes arising from transfer pricing adjustments for the fiscal years ending June 30, 2010, June 30, 2011 and/or June 30, 2012 and for which funds have been set aside in the Transfer Pricing Escrow Account. In the case of any payments due from the Sellers pursuant to this Section 5.3(c) and for which the Representative has not received a Buyer Prepared Tax Return or pro forma tax return, the Buyer shall, if requested by the Representative in writing, provide the Representative with reasonable documentation supporting the determination of the payment. Any payments made by the Sellers pursuant to this Section shall be treated as adjustments to the Purchase Price for Tax purposes.

(d)    Save for those Indirect Taxes and Indian Indirect Taxes and Indian Taxes generally allocated to the Seller or the Buyer under Section 5.3(m) or Section 5.3(n) as applicable, in the case of any taxable period that includes but does not end on the Closing Date (a “Straddle Period”), (i) the amount of any Taxes that are based on or measured by income, profits, gains or receipts or relate to any sales or use Tax or employment taxes (including social security and national insurance) or stamp taxes or stamp duty reserve tax or United Kingdom inheritance tax or any Taxes required to be withheld or deducted from payments, will be allocated between the Pre-Closing Portion and Post-Closing Portion of the Straddle Period determined based on an interim closing of the books as of the end of the Closing Date (and for the purposes of corporation tax of the Company and any United Kingdom Subsidiary determined based on an interim closing of the books shall mean determined based on the end of the Closing Date being deemed to be the end of an accounting period), and (ii) the amount of any other Taxes such as the amount of any business rates related to UK real estate or similar real estate taxes in other countries, will be deemed to be the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Portion of the Straddle Period and the denominator of which is the number of days in such Straddle Period. Tax deductions arising from the payment of any Closing Adjustment Items shall be allocated to a Pre-Closing Tax Period or the Pre-Closing Portion of a Straddle Period, as applicable, unless otherwise required by applicable Law. Transactions, including any election under Section 338 of the Code or any election filed pursuant to IRS Form 8832, that occur on the Closing Date but after the Closing and that are not incurred in the Ordinary Course of Business of the Company or its Subsidiaries shall be allocated to the period that commences on the day following the Closing Date.

(e)    The Buyer shall pay to the Representative any refunds of Taxes of the Company or any Subsidiaries that relate or are attributable to a Pre-Closing Tax Period, other than any refunds that relate or are attributable to any carryback of net operating losses, capital losses or other Tax attributes relating to a taxable period or portion thereof beginning after the Closing and refunds that are taken into account in the Final Closing Adjustment. The Buyer shall use commercially reasonable efforts to pursue any claims for refund of the Company or any Subsidiary pending as of the Closing, all of which are listed in Section 5.3(e) of the Disclosure Schedule. The Buyer shall pay any refund described in this Section, net of any reasonable costs incurred by the Buyer in obtaining such refund, to the Representative within ten (10) Business Days of the actual receipt of the refund.

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(f)    The Parties will provide each other upon request with such assistance as may reasonably be required, including the provision of such information as may be known or available to the Parties, in order to assist the Parties with the preparation of any Tax return or other Tax compliance matter in respect to events occurring, or any Tax period (or portion thereof) ending, on or before, or that includes the Closing Date. Such cooperation shall include the provision by the Buyer or the Company, at the request of a Seller, of information reasonably required by a Seller for the purpose of complying with U.S. information reporting requirements. Any assistance or cooperation provided pursuant to this Section 5.3(f) shall be at the sole cost and expense of the requesting Party.

(g)    Notwithstanding any provision herein to the contrary the provisions of this Section will apply to any Tax Claim. With respect to any Pre-Closing Tax Period or Straddle Period, each Party will provide all other Parties with prompt notice of any audit, any other proceeding relating to Taxes, or any other matter for which indemnification for Taxes may be sought under this Agreement or payment may be sought or a right of set off may be exercised under Section 5.3 of this Agreement (each such inquiry, audit, Proceeding or matter, a “Tax Claim”). No delay or failure to give written notice of a Tax Claim by a Party shall adversely affect any of the rights or remedies that such Party has under this Agreement or alter or release any obligation to indemnify the indemnified Party, except to the extent, and only to the extent, that such delay or failure has materially prejudiced the indemnifying Party. The Buyer or the Company shall deliver to the Representative, as promptly as possible but in no event later than ten (10) days after receipt thereof, copies of all notices and documents (including court papers) received by Buyer or the Company with respect to any Tax Claim. Notwithstanding anything to the contrary in this Agreement, in the case of any Tax Claim relating to any Pre-Closing Tax Period or Straddle Period that, if determined adversely to the Company or any Subsidiary, would be grounds for a claim for indemnity pursuant to Article VI, the Buyer shall have the right to control the conduct of such Tax Claim and shall have the right to settle such Tax Claim; provided, however, that the Buyer shall keep the Representative reasonably informed of the commencement, status, and nature of such Tax Claim, provide the Representative an opportunity to discuss the Tax Claim with the Buyer, and consider in good faith any comments of the Representative with respect to the Tax Claim. In addition, the Buyer will contest such Tax Claim in good faith and use commercially reasonable efforts to reduce or eliminate any amounts payable pursuant to any such Tax Claim.

(h)    None of the Buyer, the Company, or any of their Affiliates will amend, or cause to be amended, any Buyer Prepared Tax Return or any other Tax Return filed with respect to any Pre-Closing Tax Period or Straddle Period without the prior written consent of the Representative (which such consent shall not be unreasonably withheld, conditioned or delayed) except to the extent required by Law. None of the Buyer, the Buyer Parent, or any of their Affiliates will (i) make or allow to be made any election under Section 338 of the Code (or any similar election under any applicable Law) without the prior written consent of the Representative or (ii) take any action on or after the Closing that Buyer knows or would reasonably be expected to know would increase the indemnity obligations of the Sellers for Taxes pursuant to Article VI without the prior written consent of the Representative unless otherwise required by Law; provided, however, that clause (ii) shall not apply with respect to

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either any indemnity obligations of the Sellers for Taxes relating to transfer pricing or prevent the Buyer, Company or any Subsidiary or any employer entity (current or former) of any Individual Seller seeking guidance or clarification from any Governmental Entity as to the proper taxation treatment of all or any part of the Aggregate Consideration (including the Earn-Out Consideration).

(i)    The Sellers jointly and severally irrevocably agree to:

(i)    pay to the Buyer, the Company or any relevant Subsidiary or any other employer (or former employer(s)) of any Seller (in each case a “Recipient Party”) the amount of any Company Shares Tax Liability; and

(ii)    enter into arrangements to the satisfaction of the Buyer, the Company, or any relevant Subsidiary, any Seller’s employer (or former employer(s)) as the Buyer considers appropriate for the satisfaction and/or minimization of any Company Shares Tax Liability, save to the extent that such Company Shares Tax Liability is deducted at source from any payment under this Agreement.

(j)    The Buyer has the right to deduct and/or withhold from and/or set off against all or any part of the Earn Out Consideration otherwise payable to any of the Sellers:-

(i)    any liability under United Kingdom Law to PAYE income Tax and primary class 1 (employee) national insurance contributions and any similar liability under the Laws of any other jurisdiction to deduct and/or withhold and/or account to any Governmental Entity for amounts in respect of Tax, income tax or social security contribution in any jurisdiction that the Buyer, the Company or any Subsidiary or any other employer (or former employer(s)) of any Seller is liable to account for as a result of any Taxable Event; and

(ii)    any secondary class 1 (employer) national insurance contributions in the United Kingdom (or any similar liability for social security contribution in any jurisdiction) that the Buyer, Company or any Subsidiary or any other employer (or former employer(s) of any Seller) is liable to pay as a result of any Taxable Event; and

(iii)    any interest and penalties that the Buyer, the Company or any Subsidiary or any other employer (or former employer(s)) of any Seller is liable to account for in respect of liabilities mentioned in (i) or (ii) above together with any costs reasonably and properly incurred by the Buyer, the Company or the relevant Subsidiary or the relevant employer (or former employer(s)) of any Seller in connection with such liabilities, except to the extent that interest or penalties result from a failure on the part of the Buyer or the Company to discharge any liability within a reasonable time after the Sellers (or any of them) have made any payment to the Buyer in respect of that liability;

save to the extent such sums have been either paid to the Buyer pursuant to Section 5.3(i) or Section 6.1(a) of this Agreement or such sums have been deducted at source from any payment under this Agreement.

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(k)    The Buyer shall not initiate (save as required by Law), or respond to, communications with a Governmental Entity where the Buyer knew or ought reasonably to have known such communications relate to a Company Shares Tax Liability without first providing the Representative with a reasonable opportunity to comment. Nothing in this Agreement shall prevent the Buyer, the Company or the relevant Subsidiary or the relevant employer (or former employer(s)) of any Seller seeking guidance or clarification from any Governmental Entity as to the proper taxation treatment of all or any part of the Aggregate Consideration (including the Earn-Out Consideration).

(l)    All sums payable by the Sellers pursuant to Section 5.3(i) shall be paid in cleared and immediate available funds no later than five Business Days before the date on which the Company Shares Tax Liability in question becomes due and payable (or five Business Days after the date on which the Buyer serves notice on the Sellers requesting payment, if later) free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by Law. If any deduction or withholding is required by Law to be made from any of the sums payable by the Sellers pursuant to Section 5.3(i), the Sellers shall pay such sum as will, after the deduction or withholding has been made, leave the Recipient Party (as defined in Section 5.3(i) above) with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If the Recipient Party incurs a Taxation liability which results from, or is calculated by reference to, any sum paid under Section 5.3(i), the amount so payable shall be increased by such amount as will ensure that, after payment of the Taxation liability, the Recipient Party is left with a net sum equal to the sum it would have received had no such Taxation liability arisen.

(m)    The Sellers shall be responsible for payment of 100% of all Indirect Taxes arising out of the conveyance of the Company Shares to the Entity Seller. The Sellers shall be responsible for 100% of any Indian Indirect Taxes and Indian Taxes generally arising out of the conveyance of the Company Shares to the Entity Seller or out of the conveyance of the Company Shares to the Buyer or otherwise as a result of or related to the transactions contemplated by this Agreement to the extent such Indian Indirect Taxes and such Indian Taxes generally exceed $137,000.

(n)    The Buyer shall be responsible for payment of 100% of all Indirect Taxes arising out of the conveyance of the Company Shares to the Buyer other than as provided in Section 5.3(m). The Parties shall cooperate with each other in connection with the filing of any Tax Returns relating to Indirect Taxes, including joining in the execution of any such Tax Return or other documentation where necessary.

5.4    Expenses. Except as otherwise expressly provided herein, the Buyer will pay all costs, fees and expenses (including legal and accounting costs, fees and expenses) incurred by it in connection with the transactions contemplated hereby and the Company Transaction Expenses and all costs, fees and expenses (including legal and accounting costs, fees and expenses) incurred by any Seller shall be paid by the Sellers.

5.5    Heron Market Access Limited Name Change. No later than two (2) Business Days following the Closing Date, the Sellers shall (a) take all action necessary to change the

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name of HMA to a name that does not include “Heron” or any name intended or likely to be confused or associated with any name used by the Company or any Subsidiary on or prior to the Closing Date and (b) register such name change with all applicable Governmental Entities as necessary or appropriate.

5.6    Data Room Contents. No later than five (5) Business Days following the Closing Date, the Sellers shall deliver to the Buyer a compact disc containing complete and accurate copies of all documents included in the Data Room.

5.7    Company Employees and Company Employee Plans. Following the Closing and for six (6) months thereafter, the Buyer shall, or shall cause the Company to, subject to requirements of Law, provide the employees of the Company who remain employed immediately after the Closing Date, including each such employee who is on an approved leave of absence on the Closing Date (the “Continuing Employees”), provided such Continuing Employees remain employed by the Buyer or the Company during such six (6) month period, employee benefits that are substantially similar to those provided to the Continuing Employees before the Closing.  Notwithstanding the foregoing, following the Closing Date, the Buyer shall, or shall cause the Company to, use commercially reasonable efforts to cause each Continuing Employee to receive service credit after the Closing Date for their employment with the Company prior to the Closing Date for purposes of (i) eligibility to participate and vesting (but not benefit accrual or amount) with respect to such Buyer or Company employee benefit plans and (ii) accrual towards vacation leave and other paid time off, except, in each case, where receiving such service credit would result in a duplication of benefits.  Subject to the approval of any insurance carrier or third party provider, the Buyer shall use commercially reasonable efforts to waive all limitations as to preexisting conditions exclusions (or actively at work or similar limitations), evidence of insurability requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees and their eligible dependents under any health and welfare plan sponsored by the Buyer or the Company that such Continuing Employees may be eligible to participate in after the Closing Date in accordance with this Section 5.7. Notwithstanding anything to the contrary, the provisions of this Section 5.7 are not intended to, and do not, create any rights or obligations to or for the benefit of anyone other than the Buyer and the Company. Nothing in this Section 5.7 shall constitute an amendment of any employee benefit plan.

5.8    Key Employee Retention Plan. Within five (5) Business Days following the Closing, the Buyer shall, or shall cause the Company to, establish a management retention pool of $1,800,000 and enter into retention bonus documents with Key Employees other than the Sellers with respect to such management retention pool on the terms set forth on Schedule 5.8.

5.9    Equity Interest in HHPL. Paul Howard acknowledges and agrees that any equity interest he holds in HHPL as of the date hereof is held as the nominee, and for the benefit, of the Company, and that he shall exercise any right associated with any such interest solely for the benefit of, and as directed by, the Buyer. Upon the Buyer’s request, for no additional consideration, Paul Howard shall execute such documents, and take such other actions, as may be required to transfer any such interest to a transferee designated by the Buyer.

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5.10    Further Assurances. From time to time after the Closing Date, upon request of any Party, each Party shall execute, acknowledge and deliver all such other instruments and documents and shall take all such other actions required to consummate and make effective the transactions contemplated by this Agreement and the other agreements and instruments delivered pursuant to this Agreement (including by executing, acknowledging and delivering any instrument or document contemplated to be delivered at the Closing pursuant to Section 1.4 not so delivered); provided that the Buyer shall not be required to pay any further consideration or amounts therefor.

ARTICLE VIINDEMNIFICATION

6.1    Indemnification.

(a)    Indemnification by the Sellers. The Sellers shall, jointly and severally (except as otherwise provided in Sections 6.1(a)(i), 6.1(a)(iii) and 6.1(a)(v) below), indemnify the Buyer in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Company, the Buyer or any Affiliate thereof resulting from, relating to or constituting:

(i)    any breach or inaccuracy of any representation or warranty of any Seller contained in Article II of this Agreement or any other agreement or instrument furnished by such Seller to the Buyer pursuant to this Agreement (with respect to which the Sellers’ indemnification obligation shall be several and not joint; provided, however, that, subject to Section 6.4(h), all Sellers shall be jointly and severally liable for any such breach by the Entity Seller);

(ii)    any breach or inaccuracy of any representation or warranty of any Seller contained in Article III of this Agreement or any breach or inaccuracy of any representation or warranty of the Company contained in any other agreement or instrument furnished at the Closing by the Company to the Buyer pursuant to this Agreement except to the extent that the claim relates to Excluded Taxes;

(iii)    any failure to perform any covenant or agreement of any Seller contained in this Agreement or any other agreement or instrument furnished by such Seller to the Buyer pursuant to this Agreement (with respect to which the Sellers’ indemnification obligation shall be several and not joint (save in respect of Section 5.3(i) where the Sellers’ obligations are joint and several); provided, however, that, subject to Section 6.4(h), all Sellers shall be jointly and severally liable for any such failure by the Entity Seller);

(iv)    any failure to perform any covenant or agreement of the Company to be performed at the Closing contained in this Agreement or any other agreement or instrument furnished by the Company to the Buyer pursuant to this Agreement;

(v)    any failure of any Seller to transfer with full title guarantee the Company Shares issued in the name of such Seller and identified in Section 3.2 of the Disclosure Schedule against that Seller’s name, free and clear of all Security Interests, other than restrictions

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on transfer arising under applicable securities Laws (with respect to which the Sellers’ indemnification obligation shall be several and not joint; provided, however, that, subject to Section 6.4(h), all Sellers shall be jointly and severally liable for any such failure by the Entity Seller);

(vi)    any claim by a stockholder or former stockholder (or holder of any other equity securities) of the Company or any Subsidiary, or any other Person, seeking to assert, or based upon: (A) the ownership or rights to ownership of any shares of stock (or other equity securities) of the Company or any Subsidiary; (B) any rights of a stockholder (or holder of any other equity securities) (other than the right to receive any of the Purchase Price, if any, to which such Person is entitled pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (C) any rights under the charter or By-laws (or other organizational documents) of the Company or any Subsidiary; or (D) any claim that his, her or its shares were wrongfully repurchased by the Company or any Subsidiary;

(vii)    except to the extent actually deducted in the calculation of the Adjusted Purchase Price, (A) any Company Transaction Expenses, (B) any Employee Amounts or (C) any Other Liabilities outstanding at the Closing;

(viii)    any Indemnified Taxes other than Excluded Taxes;

(ix)    any loss or non-availability of any Accounts Relief (except where the loss or non-availability arises as a result of (i) any withdrawal or change in law, regulation, or directive, or the published practice or published interpretation of any Governmental Entity, in each case occurring after the Closing Date, having retrospective effect and which was not announced before Closing, (ii) anychange after the Closing Date to any accounting policies used by the Company on or before Closing (including a change to the accounting reference date of the Company or a Subsidiary) save where such change is made in order to comply with this Agreement or with legislation or generally accepted accounting principles, (iii) a voluntary transaction, action or omission, not being the making of any appropriate provision for Tax in the accounts of the Company or any Subsidiary or the making of any return or other provisions of information to any Governmental Entity as may be required, carried out or effected by the Company at any time after the Closing or the Buyer (or any person deriving title from it), or any other member of the Buyer’s Tax Group or where the loss or nonavailability arises after the end of the statutory limitation period in the relevant jurisdiction), in which case the amount of the Damages to be indemnified by the Sellers shall be regarded as the value attributed to the Accounts Relief in the Final Closing Adjustment Statement which is lost or which proves to be non-available;

(x)    any liability for inheritance Tax payable in the United Kingdom which is a liability of the Company or any Subsidiary and arises as a result of a transfer of value occurring or being deemed to occur on or before the Closing (whether or not in conjunction with the death of any Person whensoever occurring); or has given rise at the Closing to a charge on any of the Company Shares or assets of the Company or any Subsidiary; or gives rise after the Closing to a charge on any of the Company Shares or assets of the Company or any Subsidiary as a result of the death of any Person within seven years of a transfer of value which occurred

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before the Closing; and in determining whether a charge on the shares in or assets of the Company or any Subsidiary arises at any time or whether there is a liability for inheritance Tax, the fact that any Tax may be paid in installments shall be disregarded and such Tax shall be treated for the purposes of this Section 6.1(a)(x) as becoming due or to have become due and a charge as arising or having arisen on the date of the transfer of value or other date or event on or in respect of which it becomes payable or arises; and the provisions of Section 213 of United Kingdom Inheritance Act 1984 (refund by installments) shall be deemed not to apply to any liability for inheritance Tax referred to in this Section 6.1(a)(x);

(xi)    any claim for fraud or a Knowing Misrepresentation committed by any Seller or the Company arising in connection with the transactions contemplated by this Agreement;

(xii)    any Litigation Matter;

(xiii)    any claim associated with the matters described in Section 3.9 of the Disclosure Schedule;

(xiv)    any claim associated with any statement made by or on behalf of the Company or any Subsidiary to the effect that the continuous service start date of any employee of the Company or any Subsidiary is the end of such employee’s probationary period or any other date other than the date on which such employee’s employment with the Company or such Subsidiary commenced;

(xv)    any (A) business, activity or operation engaged in by HMA or (B) transaction, agreement, arrangement, understanding, association or relationship between the Company or any Subsidiary, on the one hand, and HMA, on the other hand (including any act or omission related to any separation of HMA from the Company and the Subsidiaries);

(xvi)    any claim asserted by or on behalf of any employee of the Company or any Subsidiary that the execution and delivery by the Company or the Sellers of this Agreement or any other agreement contemplated hereby, or the performance by the Company or the Sellers of their respective obligations hereunder or thereunder, requires on the part of the Company or any Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any employee of the Company or any Subsidiary;

(xvii)    any actual or alleged failure to comply with any applicable Law in connection with the issue of any security by HHPL or the sale, transfer or other disposition of any security issued by HHPL, including any remedial or corrective action taken in connection therewith;

(xviii)    any claim or Liability relating to or associated with the creation of the Entity Seller, the issue or creation of shares of other membership interests in the Entity Seller,the transfer of certain interests of the other Sellers to such entity, the ownership of any Company Shares or any interest in Company Shares by such entity, the sale or transfer of any Company Share or any interest in Company Shares by such entity to the Buyer and/or the payment of

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amounts under this Agreement to such entity rather than the other Sellers, including all or any part of the Aggregate Consideration (including the Earn-Out Consideration) and/or any participation, directly or indirectly, by any member of the Entity Seller in any part of the Aggregate Consideration (including Earn-Out Consideration), including where such participation arises by virtue of that member’s entitlement to share in profits or in any distribution of profits of the Entity Seller, including any claim for Taxes whenever arising in connection with or arising from the same save to the extent that an amount in respect of such Liability or claim is deducted or withheld at source from any payment under this Agreement or set off pursuant to Section 5.3(j);

(xix)    any failure of the Company Intellectual Property to constitute all Intellectual Property necessary (A) to Exploit the Customer Offerings in the manner so done currently by the Company and the Subsidiaries, (B) to Exploit the Internal Systems as they are currently used by the Company and the Subsidiaries or (C) otherwise to conduct the Company’s business in the manner currently conducted by the Company and the Subsidiaries; or

(xx)    any claim asserted by or on behalf of any former employee of the Company or any Subsidiary (including claims by or on behalf of Michael Herepath, Suki Kandola, Anthony Ajose, Andrew Nicol, Judith Balvanyos, Clare Jamookeeah and/or Eilish McCann) in connection with their employment with the Company or any Subsidiary or in connection with the termination thereof.

(b)    Indemnification by the Buyer. The Buyer shall indemnify each of the Sellers in respect of, and hold each of the Sellers harmless against, any and all Damages incurred or suffered by such Seller or any Affiliate thereof resulting from, relating to or constituting:

(i)    any breach or inaccuracy of any representation or warranty of the Buyer contained in Article IV of this Agreement or any other agreement or instrument furnished by the Buyer to such Seller pursuant to this Agreement;

(ii)    any failure to perform any covenant or agreement of the Buyer contained in this Agreement or any other agreement or instrument furnished by the Buyer to such Seller pursuant to this Agreement; or

(iii)    any failure to perform any covenant or agreement of the Company contained in Section 5.3 to be performed by the Company after the Closing.

6.2    Indemnification Claims.

(a)    Any Indemnitee that receives notice of any Third Party Action shall give written notification to the Indemnifying Party of the commencement of such Third Party Action. Such notification shall be given within twenty (20) calendar days after receipt by the Indemnitee of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnitee) the facts constituting the basis for such Third Party Action and the amount of the claimed damages. No delay or failure on the part of the Indemnitee in so notifying the Indemnifying Party shall relieve such Indemnifying Party of any Liability hereunder except

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to the extent of any Liability caused by or arising out of such delay or failure. Within twenty (20) calendar days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnitee, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnitee; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnitee on behalf of all Indemnifying Parties that any damages, fines, costs or other Liabilities that may be assessed against the Indemnitee in connection with such Third Party Action constitute Damages for which the Indemnitee shall be indemnified pursuant to this Article VI, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund (if the Indemnifying Party is any Seller) or the amount of Damages for which the Buyer is potentially liable under this Article VI in connection with such Third Party action (if the Indemnifying Party is the Buyer), and (C) only if the Buyer is the Indemnitee, an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Indemnitee or the business, operations or future conduct of the Indemnitee and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving Taxes or criminal Liability or in which equitable relief is sought against the Indemnitee or any of its subsidiaries or Affiliates. The Indemnitee is hereby authorized (but not obligated) prior to and during the twenty (20) calendar day period referred to in the preceding sentence to file any motion, answer or other pleading and to take any other action which the Indemnitee shall deem necessary or appropriate to protect its interests. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnitee shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action as reasonably requested by the Controlling Party. The fees and expenses of counsel to the Indemnitee with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnitee controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes that the Indemnifying Party and the Indemnitee have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnitee; provided that the consent of the Indemnitee shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete and unconditional release of the Indemnitee and its Affiliates from further Liability, involves no admission of wrongdoing by the Indemnitee or any of its Affiliates, excludes any injunctive or non-monetary relief applicable to the Indemnitee or any of its Affiliates and has no other adverse effect on the Indemnitee or any of its Affiliates.

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(b)    In order to seek indemnification under this Article VI, the Indemnitee shall deliver a Claim Notice to the Indemnifying Party.

(c)    Within twenty (20) calendar days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnitee a Response, in which the Indemnifying Party shall: (i) agree that the Indemnitee is entitled to receive all of the Claimed Amount (in which case, (A) if the Indemnifying Party is any Seller, the Response shall be accompanied, as applicable, by a letter from the Representative instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount in cash equal to the Claimed Amount and/or payment by the applicable Seller(s) in cash equal to the Claimed Amount by wire transfer of immediately available funds, or (B) if the Indemnifying Party is the Buyer, the Response shall be accompanied by payment by the Buyer in cash equal to the Claimed Amount by wire transfer of immediately available funds), (ii) agree that the Indemnitee is entitled to receive the Agreed Amount (in which case, (A) if the Indemnifying Party is any Seller, the Response shall be accompanied, as applicable, by a letter from the Representative instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount in cash equal to the Agreed Amount and/or payment by the applicable Seller(s) in cash equal to the Agreed Amount by wire transfer of immediately available funds, or (B) if the Indemnifying Party is the Buyer, the Response shall be accompanied by payment by the Buyer in cash equal to the Agreed Amount by wire transfer of immediately available funds) or (iii) dispute that the Indemnitee is entitled to receive any of the Claimed Amount. The Indemnifying Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnitee is entitled to indemnification under this Article VI. If no Response is delivered by the Indemnifying Party within such twenty (20) calendar day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnitee. Acceptance by the Indemnitee of partial payment of any Claimed Amount shall be without prejudice to the Indemnitee’s right to claim the balance of any such Claimed Amount.

(d)    During the thirty (30) calendar day period following the delivery of a Response that reflects a Dispute, the Representative and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such thirty (30) calendar day period, the Representative and the Buyer shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Representative and the Buyer agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.2(e) shall become effective with respect to such Dispute. The provisions of this Section 6.2(d) shall not obligate the Representative and the Buyer to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Representative and the Buyer to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in the Commonwealth of Massachusetts, in accordance with Section 9.11. If the Buyer is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Representative and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if

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any) portion of the Escrow Fund shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute).

(e)    If, as set forth in Section 6.2(d), the Buyer and the Representative agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions:

(i)    In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling;

(ii)    Either party shall commence the arbitration by filing a written submission with the Boston, Massachusetts office of the AAA in accordance with Commercial Rule 5 (or any successor provision);

(iii)    All depositions or other discovery shall be conducted pursuant to the applicable U.S. federal rules relating to discovery;

(iv)    Not later than thirty (30) calendar days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 9.11);

(v)    The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.2(e), or (y) address or resolve any issue not submitted by the parties; and

(vi)    In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Buyer and the Sellers.

(f)    Notwithstanding the other provisions of this Section 6.2, if a third party asserts (other than by means of a lawsuit) that the Buyer or any of its Affiliates is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Buyer may be entitled to indemnification pursuant to this Article VI, and the Buyer reasonably determines that it or its Affiliate has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Representative or the Sellers, (ii) the Buyer may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Buyer shall be

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reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Representative, on behalf of the Sellers, to dispute the Buyer’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI).

(g)    Without limiting the authority granted under Section 1.9, the Representative shall have full power and authority on behalf of each Seller to take any and all actions on behalf of, execute any and all instruments on behalf of, receive or deliver any and all notices on behalf of, and execute or waive any and all rights of, the Sellers under this Article VI. The Representative shall have no Liability to any Sellers for any action taken or omitted on behalf of the Sellers pursuant to this Article VI.

(h)    For the avoidance of doubt, the Buyer shall not be able to recover Damages from the Sellers in respect of any matter to the extent that it has already recovered Damages from the Sellers in respect of such matter.

6.3    Survival of Representations and Warranties.

(a)    Unless otherwise specified in this Section 6.3 or elsewhere in this Agreement, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms until 60 calendar days after the expiration of the applicable statute of limitations; provided, however, that except for claims based on fraud or a Knowing Misrepresentation, all representations and warranties that are covered by the indemnification obligations in Section 6.1(a)(ii) shall expire at 5:00 p.m. (U.S. Eastern time) on the date that is eighteen (18) months after the Closing Date; provided, however, that (i) the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.5(d), 3.9, 3.22 (to the extent related to Tax), 3.23, 3.27 and 3.28 (the “Fundamental Representations”) shall survive until 60 calendar days after the expiration of the applicable statute of limitations, and (ii) the representations and warranties set forth in Section 3.13 shall expire at 5:00 p.m. (U.S. Eastern time) on the date that is two (2) years after the Closing Date.

(b)    If the Indemnitee delivers to the Indemnifying Party, before expiration of a representation, warranty, covenant or agreement, either a Claim Notice based upon a breach of such representation, warranty, covenant or agreement or an Expected Claim Notice based upon a breach of such representation, warranty, covenant or agreement then the applicable representation, warranty, covenant or agreement shall survive until, but only for purposes of, the resolution of the matter covered by such notice and the discharge of any Liability determined by such resolution. If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnitee, the Indemnitee shall promptly so notify the Indemnifying Party. The rights to indemnification set forth in this Article VI shall not be affected by any investigation conducted by or on behalf of the Indemnitee or any knowledge acquired (or capable of being acquired) by the Indemnitee, whether before or after the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, it being agreed that the Indemnitee, in entering into this Agreement, has bargained for

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the accuracy of, or compliance with, each representation, warranty, covenant and agreement of the other Parties contained herein.

6.4    Limitations.

(a)    With respect to claims for Damages arising under Section 6.1(a)(ii), the Sellers shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Threshold (at which point the Sellers shall become liable for that portion of all Damages under Section 6.1(a)(ii) that exceed the Threshold); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or Knowing Misrepresentation or (ii) any claim pursuant to Section 6.1(a)(ii) relating to a breach of any Fundamental Representation. For purposes of determining (x) whether there has been a breach requiring indemnification as provided in Section 6.1 and (y) the Damages with respect thereto, each representation, warranty, covenant and agreement, whether made herein or in any other agreement or instrument delivered pursuant to this Agreement, shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Company Material Adverse Effect).

(b)    Except for (i) claims based on fraud or Knowing Misrepresentation and (ii) claims based on a breach of any Fundamental Representation, the Escrow Fund and the Earn-Out Consideration shall be the exclusive source for the Buyer to collect any Damages for which it is entitled to indemnification under Section 6.1(a)(ii).

(c)    Notwithstanding anything to the contrary herein, except for (i) claims based on (A) any representation or warranty set forth in Section 3.9 or, to the extent related to Taxes, Section 3.22, (B) any covenant or agreement set forth in Section 5.3, (C) any provision set forth in Section 6.1(a)(iii) relating to Section 5.3, Section 6.1(a)(viii), Section 6.1(a)(ix), Section 6.1(a)(x), Section 6.1(a)(xiii) or Section 6.1(a)(xviii) or (D) fraud or a Knowing Misrepresentation and (ii) claims arising under Article VII, the aggregate Liability of each Seller for Damages under this Article VI shall not exceed the portion of the Aggregate Consideration such Seller is entitled to receive pursuant to this Agreement.

(d)    Notwithstanding anything to the contrary herein, the aggregate Liability of the Buyer for Damages under this Article VI shall not exceed the Aggregate Consideration the Sellers are entitled to receive pursuant to this Agreement.

(e)    No Seller shall have any right of contribution against the Company with respect to any indemnification obligation or any other Liability to which such Seller may become subject under this Agreement. Except with respect to claims based on fraud or a Knowing Misrepresentation, claims arising under Article VII, and claims for specific performance and other equitable relief, after the Closing, the rights of the Buyer under this Article VI shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company or any Seller contained in this Agreement.

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(f)    Except with respect to claims for specific performance and other equitable relief, after the Closing, the rights of the Sellers under this Article VI shall be the exclusive remedy of the Sellers with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Buyer contained in this Agreement.

(g)    The amount of Damages recoverable by the Buyer under this Article VI shall be reduced, on a dollar-for-dollar basis, by the amount of any insurance proceeds actually received by the Buyer in connection with a claim under this Article VI under any insurance policies if and only if such proceeds were paid to or received by the Buyer under an insurance policy maintained by the Company or any Subsidiary prior to the Closing and the premiums for such insurance policies were paid prior to the Closing.

(h)    Notwithstanding anything to the contrary herein, the aggregate liability of any Individual Seller pursuant to Section 6.1(a)(i), Section 6.1(a)(iii) other than relating to Section 5.3(i), or Section 6.1(a)(v) in respect of a breach or failure by the Entity Seller shall not exceed such Individual Seller’s Pro Rata Share of the Damages resulting from or related to such breach or failure for which the Buyer is entitled to indemnification.

6.5    Payments.

(a)    All sums payable to the Buyer under this Article VI shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by Law. If any deductions or withholdings are required by Law to be made from any of the sums payable to the Buyer under this Article VI, such sum shall be paid to the Buyer as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

(b)    If the Buyer incurs a liability to Taxes which results from, or is calculated by reference to, any sum paid under this Article VI, the amount so payable shall be increased by such amount as will ensure that, after payment of the Taxes in question, the Buyer is left with a net sum equal to the sum it would have received had no such liability to Taxes arisen.

(c)    Any payments made pursuant to this Article VI or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price or the Adjusted Purchase Price (as applicable) for Tax purposes to the extent permitted by Law.

ARTICLE VIIPROPRIETARY INFORMATION; NO SOLICITATION AND NON-COMPETITION

7.1    Proprietary Information.

(a)    From and after the Closing, the Sellers and each of their respective Affiliates shall not disclose or make use of any information relating to the business of the Company or any Subsidiary that provides the Company or the Buyer with a competitive advantage (or that could be used to the disadvantage of the Company, any Subsidiary or the

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Buyer by a Competitive Business), which is not generally known by, nor easily learned or determined by, persons outside the Company (collectively referred to herein as “Proprietary Information”) including: (i) specifications, manuals, software in various stages of development, and other technical data; (ii) customer and prospect lists, details of agreements and communications with customers and prospects, and other customer information; (iii) sales plans and projections, product pricing information, protocols, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans and strategies of the Company, any Subsidiary or the Buyer; (iv) sales proposals, demonstrations systems, sales material; (v) research and development; (vi) software systems, computer programs and source codes; (vii) sources of supply; (viii) identity of specialized consultants and contractors and Proprietary Information developed by them for the Company or any Subsidiary; (ix) purchasing, operating and other cost data; (x) special customer needs, cost and pricing data; and (xi) employee information (including personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, data, specifications, software programs and records, whether or not legended or otherwise identified by the Company, any Subsidiary or the Buyer as Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. Proprietary Information shall not include such information that the Sellers can demonstrate (A) is generally available to the public (other than as a result of a disclosure by a Seller), (B) was disclosed to a Seller by a third party under no obligation to keep such information confidential, or (C) was independently developed by any Seller without reference to Proprietary Information and such Proprietary Information does not relate to a Competitive Business. Notwithstanding the foregoing, a Seller shall have no obligation hereunder to keep confidential any of the Proprietary Information to the extent such Seller is advised in writing by counsel that disclosure is required by Law or the order of any Governmental Entity of competent jurisdiction under color of Law; provided that prior to making any such required disclosure, such Seller shall give prior written notice thereof to the Buyer and provide the Buyer with the opportunity to contest such disclosure and shall cooperate with efforts to prevent such disclosure.

(b)    Each Seller agrees that the remedy at Law for any breach of this Section 7.1 would be inadequate and that the Buyer shall be entitled to injunctive relief in addition to any other remedy it may have upon breach of any provision of this Section 7.1.

7.2    No Solicitation or Hiring of Former Employees. During the period commencing on the Closing Date and ending on the third (3^rd) anniversary of the Closing Date, no Seller or Affiliate thereof shall directly or indirectly, for such Seller or on behalf of or in conjunction with any other Person, (a) recruit, solicit or induce any Person who was an employee, subcontractor, vendor or supplier of the Buyer, the Company or any of their respective subsidiaries on the Closing Date to terminate his or her employment with, or otherwise cease such Person’s relationship with, the Buyer (or the Company or any of their respective subsidiaries, as the case may be) or to become an employee of such Seller or Affiliate or (b) hire or employ or use in any subcontracting arrangement any present or former employee of the Buyer, the Company or any of their respective subsidiaries. Notwithstanding the foregoing, the placement of a general,

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public advertisement or general recruiting efforts of any Seller or its Affiliates shall not be a violation of the foregoing non-solicitation restrictions.

7.3    Non-Competition Agreement.

(a)    During the period commencing on the Closing Date and ending on the third (3^rd) anniversary of the Closing Date (the “Non-compete Period”), no Seller shall (other than in his or her capacity as an employee of the Buyer, the Company or any of their respective subsidiaries) directly or indirectly, for such Seller or on behalf of or in conjunction with any other Person, whether as a partner, officer, director, employee, stockholder, joint venturer, member, investor (other than as the passive holder of not more than one percent (1%), if such Seller is then employed by the Buyer or any of its Affiliates, or three percent (3%), if such Seller is not then so employed), of the total outstanding stock of a publicly-held company) or otherwise:

(i)    engage in, operate or establish any aspect of the business of the Company or any Subsidiary as such business has been conducted or had on the Closing Date planned to be conducted by the Company or any of the Subsidiaries, or, if such Seller becomes an employee of the Buyer, the business of the Buyer, anywhere in the world; or

(ii)    solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any individual, corporation or other entity which was or is a prospective client, customer or account of the Company or the Buyer or any of their respective subsidiaries on the Closing Date, or had been a client, customer or account of the Company or the Buyer or any of their respective subsidiaries within a period of eighteen (18) months prior to the Closing Date.

(b)    For the sake of clarification, notwithstanding any provision of Section 7.3(a) to the contrary, this Section 7.3 shall not prohibit any Seller, individually or together with any other Seller, from engaging in the activity of publishing and selling syndicated reports that deal with, on a general basis, the topics of therapeutic value, reimbursement potential and economic impact of healthcare interventions (“Publishing Activities”), but solely to the extent that such Publishing Activities (i) do not compete in any manner with the business of the Company or any Subsidiary as such business has been conducted at any time prior to the Closing Date, or the business of the Buyer or any of its Affiliates, (ii) (x) are not customized for any clients, (y) are only marketed and/or sold to individual consumers, patients, patient groups, national and local public health systems and providers, and financial analysts, and (z) are not marketed and/or sold to pharmaceutical, biotech, consumer health and medical device manufacturers, or other customers of Buyer or any of its Affiliates and (iii) do not take place during any period during which the Seller is an employee of, or providing consulting services to, the Buyer or any of its Affiliates.

(c)    The Sellers agree to provide to the Buyer upon request a description of the Publishing Activities and to whom they are sold during the Non-compete Period.

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(d)    Each of the Parties agrees that the duration and geographic scope of the non-competition provision set forth in this Section 7.3 are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the Parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each of the Parties intends that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each comparable jurisdiction or subdivision thereof anywhere else in the world where this provision is intended to be effective. Each of the Parties agrees that damages are an inadequate remedy for any breach of this provision and that the Buyer shall, whether or not it is pursuing any potential remedies at Law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision.

(e)    The Sellers acknowledge that their ownership of Company Shares represents a substantial interest in the Company and each Seller intends to transfer to the Buyer the goodwill reflected in the Company Shares owned by such Seller. The Sellers further acknowledge that the Buyer would not enter into this Agreement but for the restrictions in this Section 7.3.

(f)    If a Seller violates the terms of this Section 7.3, such Seller shall continue to be bound by the restrictions set forth herein until a period of three (3) years has expired without any violations of this Section 7.3.

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ARTICLE VIIIDEFINITIONS

For purposes of this Agreement, each of the following terms shall have the meaning set forth below.

“AAA” shall mean the American Arbitration Association.

“Accounts Relief” shall meanany Relief (including the right to a repayment of Tax) that has been shown as an asset in the Final Closing Adjustment Statement; and any Relief that has been taken into account in computing (and so reducing or eliminating) any provision for deferred Tax in the Final Closing Adjustment.

“Adjusted Purchase Price” shall have the meaning set forth in Section 1.5(e).

“Affiliate” shall mean any affiliate, as defined in Rule 12b-2 under the Exchange Act; provided that neither the Company nor any of its Subsidiaries shall be, or be deemed to be, an Affiliate of the Buyer with respect to any period (or portion of any period) prior to the Closing.

“Aggregate Consideration” shall have the meaning set forth in Section 1.8(a).

“Agreed Amount” shall mean part, but not all, of the Claimed Amount.

“Agreement” shall have the meaning set forth in the first paragraph hereto.

“Applicable GAAP” shall mean with respect to (a) the Company (including with respect to any reference to financial statements of the Company and its Subsidiaries prepared on a consolidated basis) or any Subsidiary organized under the Laws of England and Wales, UK GAAP, (b) any Subsidiary organized under the Laws of a state in the United States, United States generally accepted accounting principles, (c) any Subsidiary organized under the Laws of Sweden, Sweden generally accepted accounting principles and (d) any Subsidiary organized under the Laws of India, India generally accepted accounting principles.

“Arbitrator” shall have the meaning set forth in Section 6.2(e).

“Associated Person” shall mean, in relation to a specified Person, a Person (including an employee, agent or subsidiary) who performs or has performed services for or on behalf of such specified Person.

“Base Purchase Price” shall mean $23,863,000.

“Business Day” shall mean any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in Boston, Massachusetts or London, England are permitted or required by Law to remain closed.

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“Business Unit” shall have the meaning set forth in Section 1.8(f)(i).

“Business Unit EBITDA” shall have the meaning set forth in Section 1.8(f)(ii).

“Buyer” shall have the meaning set forth in the first paragraph of this Agreement.

“Buyer Parent” shall PAREXEL International Corporation, a Massachusetts corporation.

“Buyer Prepared Tax Returns” shall have the meaning set forth in Section 5.3(c).

“Buyer’s Oversight Rights” shall have the meaning set forth in Section 1.8(k).

“Buyer’s Tax Group” shall mean the Buyer and any Person affiliated with the Buyer for any Tax purpose.

“B&B” shall have the meaning set forth in Section 9.13.

“Cause” shall have the meaning set forth in Section 1.8(f)(iii).

“CERCLA” shall mean the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“Certificates” shall mean stock or share certificates for Company Shares.

“Claim Notice” shall mean written notification which contains (a) a description of the Damages incurred or reasonably expected to be incurred by the Indemnitee and the Claimed Amount of such Damages, to the extent then known, (b) a statement that the Indemnitee is entitled to indemnification under Article VI for such Damages and a reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Damages.

“Claimed Amount” shall mean the amount of any Damages incurred or reasonably expected to be incurred by the Indemnitee in connection with a claim for indemnification pursuant to Article VI.

“Closing” shall mean the closing of the transactions contemplated by this Agreement.

“Closing Adjustment Items” shall mean (a) the Company Transaction Expenses, (b) the Employee Amount, (c) any Other Liabilities outstanding at the Closing, (d) if the Working Capital Target exceeds Closing Working Capital, the amount of such excess, and (e) if Closing Working Capital exceeds the Working Capital Target, a negative number (which, for the avoidance of doubt, shall reduce the Estimated Closing Adjustment and Final Closing Adjustment) equal to such excess.

“Closing Adjustment Statement” shall mean the statement of the Closing Adjustment Items prepared in accordance with the provisions of Section 1.5 hereof.

“Closing Adjustment Surplus” shall have the meaning set forth in Section 1.5(e)(iii).

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“Closing Date” shall mean the date on which the Closing actually occurs.

“Closing Working Capital” shall mean the Company’s consolidated current assets less the sum of (a) the Company’s consolidated current liabilities and (b) the Company’s consolidated accrued and deferred income liabilities (without duplication to the extent such liabilities have already been included in the calculation of Closing Working Capital pursuant to the foregoing clause (a)), in each case as of the Closing (determined in accordance with GAAP, consistently applied with the Financial Statements). Closing Working Capital shall not include deferred Tax assets and liabilities.  For the avoidance of doubt, Company Transaction Expenses, the Employee Amount and Other Liabilities shall not be included in Closing Working Capital.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Combined Business” shall have the meaning set forth in Section 1.8(f)(iv).

“Combined Business EBITDA” shall have the meaning set forth in Section 1.8(f)(v).

“Commercial Rules” shall mean the Commercial Arbitration Rules of the AAA.

“Company” shall have the meaning set forth in the first paragraph of this Agreement.

“Company EBITDA” shall have the meaning set forth in Section 1.8(f)(vi).

“Company Intellectual Property” shall mean the Company Owned Intellectual Property and the Company Licensed Intellectual Property.

“Company Licensed Intellectual Property” shall mean all Intellectual Property that is licensed to the Company or any Subsidiary by any third party.

“Company Material Adverse Effect” shall mean any material adverse change, event, circumstance or development with respect to, or material adverse effect on, (a) the business, assets, Liabilities, capitalization, condition (financial or other), prospects or results of operations of the Company and the Subsidiaries, taken as a whole or (b) the ability of the Buyer to operate the business of the Company and the Subsidiaries immediately after the Closing. For the avoidance of doubt, the parties agree that the terms “material,” “materially” and “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meaning ascribed to Company Material Adverse Effect.

“Company Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned by the Company or any Subsidiary, in whole or in part.

“Company Plan” shall mean any Pension Scheme or any Employee Benefit Plan maintained, or contributed to, by the Company, any Subsidiary or any ERISA Affiliate for the benefit of or relating to any current or former employee or independent contractor of the Company, any Subsidiary or any ERISA Affiliate.

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“Company Registrations” shall mean Intellectual Property Registrations that are registered or filed in the name of the Company or any Subsidiary, alone or jointly with others.

“Company Shares” shall mean all of the issued shares in the capital of the Company.

“Company Shares Tax Liability” shall mean the total of:

(a)    any liability under United Kingdom Law to PAYE income Tax and primary class 1 (employee) national insurance contributions and any similar liability under the Laws of any other jurisdiction to deduct and/or withhold and/or account to any Governmental Entity for amounts in respect of Tax, income tax or social security contribution in any jurisdiction that the Buyer, the Company or any Subsidiary or any other employer (or former employer(s)) of any Seller is liable to account for as a result of any Taxable Event;

(b)    if these amounts may be lawfully recovered from any Seller, any secondary class 1 (employer) national insurance contributions in the United Kingdom (or any similar liability for social security contribution in any jurisdiction) that the Buyer, Company or any Subsidiary or any other employer (or former employer(s) of any Seller) is liable to pay as a result of any Taxable Event; and

(c)    any interest and penalties that the Buyer, the Company or any Subsidiary or any other employer (or former employer(s)) of any Seller is liable to account for in respect of liabilities mentioned in (a) or (b) above together with any costs reasonably and properly incurred by the Buyer, the Company or the relevant Subsidiary or the relevant employer (or former employer(s)) of any Seller in connection with such liabilities, except to the extent that interest or penalties result from a failure on the part of the Buyer or the Company to discharge any liability within a reasonable time after the Sellers (or any of them) have made any payment to the Buyer in respect of that liability.

“Company Source Code” shall mean the source code for any Software included in the Customer Offerings or Internal Systems or other confidential information constituting, embodied in or pertaining to such Software.

“Company Stock Plan” shall mean any stock option plan or other stock or equity-related plan of the Company.

“Company Stockholders” shall mean the stockholders or shareholders of record of the Company immediately prior to the Closing.

“Company Transaction Expenses” shall mean all third-party costs, fees or expenses unpaid as of the Closing (including, for the avoidance of doubt, any such costs, fees or expenses payable as a result of the consummation of the transactions contemplated by this Agreement) and incurred by the Company or any Subsidiary in connection with the transactions contemplated by this Agreement.

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“Competitive Business” shall mean any business or other activity that, directly or indirectly, provides one or more third parties with products, services, solutions or information designed to assist the receiving party(ies) to make decisions related to the development of strategies that support or determine reimbursement, market/patient access, coverage or payment of any Product in any therapeutic category, whether or not said Product is owned or accessible by the third party(ies); provided that, with regard to the Sellers, the Publishing Activities of Datacuity, Ltd. shall not be considered a Competitive Business.

“Consolidated Financial Statements” shall mean the Financial Statements other than the Entity Financial Statements.

“Contract” shall have the meaning set forth in Section 3.15(a).

“Continuing Employees” shall have the meaning set forth in Section 5.7.

“Controlling Party” shall mean the Party controlling the defense of any Third Party Action.

“Cooley” shall have the meaning set forth in Section 9.13.

“Customer Offerings” shall mean (a) the products (including Software and Documentation) that the Company or any Subsidiary (i) currently develops, manufactures, markets, distributes, makes available, sells or licenses to third parties, or (ii) has developed, manufactured, marketed, distributed, made available, sold or licensed to third parties within the previous six years and (b) the services that the Company or any Subsidiary (i) currently provides or makes available to third parties, or (ii) has provided or made available to third parties within the previous six years.

“Damages” shall mean any and all claims, debts, obligations and other Liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), diminution in value, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution procedures), other than those costs and expenses of arbitration of a Dispute which are to be shared equally by the Buyer and the Sellers, as set forth in Section 6.2(e)(vi).

“Data Room” shall mean the Internet based due diligence data room maintained by the Company in connection with the transactions contemplated by this Agreement.

“Directed Actions” shall have the meaning set forth in Section 1.8(f)(vii).

“Disclosure Schedule” shall mean the disclosure schedule provided by the Sellers and the Company to the Buyer on the date hereof and accepted in writing by the Buyer.

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“Dispute” shall mean the dispute resulting if the Indemnifying Party in a Response disputes the liability of the Indemnifying Party for all or part of a Claimed Amount.

“Dispute Notice” shall have the meaning set forth in Section 1.5(c).

“Documentation” shall mean printed, visual or electronic materials, reports, white papers, documentation, specifications, designs, flow charts, code listings, instructions, user manuals, frequently asked questions, release notes, recall notices, error logs, diagnostic reports, marketing materials, packaging, labeling, service manuals and other information describing the use, operation, installation, configuration, features, functionality, pricing, marketing or correction of a product, whether or not provided to end users.

“DOL” shall have the meaning set forth in Section 3.21(e).

“EAD” shall have the meaning set forth in Section 3.21(e).

“Earn-Out Consideration” shall have the meaning set forth in Section 1.8(a).

“Earn-Out Dispute Notice” shall have the meaning set forth in Section 1.8(h).

“Earn-Out Period” shall have the meaning set forth in Section 1.8(f)(viii).

“Earn-Out Year” shall have the meaning set forth in Section 1.8(f)(ix).

“Employee Amount” shall mean the aggregate amount payable to employees of the Company or any of the Subsidiaries pursuant to any change in control bonus plan, severance plan, change of control, retention or similar arrangement of the Company or any Subsidiary, in each case payable solely as a result of the transactions contemplated by this Agreement.

“Employee Benefit Plan” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and any other written or unwritten plan, policy, agreement or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, change in control benefits, disability benefits, deferred compensation, bonuses, fringe benefits, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-termination compensation, and all employment agreements providing for terms of compensation.

“Entity Financial Statements” shall mean the Financial Statements referred to in clause (a) of the definition of “Financial Statements.”

“Entity Seller” shall mean ST EVENAGE HOLDINGS LLC, a Delaware limited liability company.

“Environmental Law” shall mean any Law relating to the environment, occupational health and safety, or exposure of persons or property to Materials of Environmental Concern, including any statute, regulation, administrative decision or order pertaining to: (a) the presence

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of or the treatment, storage, disposal, generation, transportation, handling, distribution, manufacture, processing, use, import, export, labeling, recycling, registration, investigation or remediation of Materials of Environmental Concern or documentation related to the foregoing; (b) air, water and noise pollution; (c) groundwater and soil contamination; (d) the release, threatened release, or accidental release into the environment, the workplace or other areas of Materials of Environmental Concern, including emissions, discharges, injections, spills, escapes or dumping of Materials of Environmental Concern; (e) transfer of interests in or control of real property which may be contaminated; (f) community or worker right-to-know disclosures with respect to Materials of Environmental Concern; (g) the protection of wild life, marine life and wetlands, and endangered and threatened species; (h) storage tanks, vessels, containers, abandoned or discarded barrels and other closed receptacles; and (i) health and safety of employees and other persons. As used above, the term “release” shall have the meaning set forth in CERCLA.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (a) a controlled group of corporations (as defined in Section 414(b) of the Code), (b) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (c) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Company or any Subsidiary.

“Escrow Agent” shall mean JPMorgan Chase Bank, N.A., London Branch.

“Escrow Agreement” shall mean the Escrow Agreement in the form attached hereto as Exhibit I by and among the Buyer, the Representative and the Escrow Agent.

“Escrow Fund” shall mean the Original Escrow Amount held and disposed of in accordance with the terms of the Escrow Agreement, together with (a) any additional amounts deposited in escrow pursuant to Section 1.5(e)(iii) and (b) any interest thereon.

“Estimated Closing Adjustment” shall mean the sum of the Closing Adjustment Items estimated as of the Closing Date as set forth on the Estimated Closing Adjustment Statement.

“Estimated Closing Adjustment Statement” shall have the meaning set forth in Section 1.3.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” shall mean (i) any Taxes that were taken into account in determining or provided for in the Final Closing Adjustment, (ii) any Taxes that result from an election under Section 338 of the Code (or any similar election under any applicable Law) made by the Buyer, the Company or any of their respective Affiliates after the Closing, (iii) where written notice of a claim in respect of the Liability is not given to the Representativewithin 60 days after the end of

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the statutory limitation period in the relevant jurisdiction, (iv) where the Liability arises or is increased as a result only of any change in rates of Tax or as a result of any withdrawal or change in law, regulation, or directive, or the published practice or published interpretation of any Governmental Entity, in each case occurring after the Closing Date, having retrospective effect and which was not announced before Closing, (v) where the Liability arises or is increased as a result of any change after the Closing Date to any accounting policies used by the Company on or before Closing (including a change to the accounting reference date of the Company or a Subsidiary) save where such change is made in order to comply with this Agreement or with legislation or generally accepted accounting principles, (vi) where the Liability would not have arisen but for a Tax election made or voluntary transaction or action carried out or effected by the Company at any time after Closing or the Buyer, or any other member of the Buyer’s Tax Group, which the Buyer knew or ought reasonably to have known would give rise to the liability other than any suchtransaction or actionwhich was required by Law or to comply with the reasonable requests of any Governmental Authority or which involves preparation of accounts in accordance with generally accepted accounting principles or carried out with the agreement of or at the request of the Sellers or the Representative, (vii) where such Liability would not have arisen but for an increase in the number of associated companies (within the meaning of Section 25 Corporation Taxes Act 2010) of the Company or a Subsidiary on or after Closing; or (viii) where such Liability would not have arisen or would have been reduced or eliminated but for the failure or omission on the part of the Company or a Subsidiary after Closing to comply with a written request of the Sellers to make any valid claim, election, surrender or disclaimer, or to give any valid notice or consent or to do any other such thing relating to Tax, in circumstances where the making, giving or doing of which was taken into account in determining the Final Closing Adjustment and full details of which have been provided in writing by the Sellers to the Buyer and is contained in Section 3.9(v)(4)(a)(iii) of the Disclosure Schedule before Closing; provided, however, that Excluded Taxes shall not include any Taxes relating to a claim described in Section 6.1(a)(xiii) or Section 6.1(a)(xviii).

“Expected Claim Notice” shall mean a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Indemnitee reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

“Exploit” shall mean develop, design, test, modify, make, use, sell, have made, used and sold, import, reproduce, market, distribute, commercialize, support, maintain, correct and create derivative works of.

“Final Closing Adjustment” shall mean the amount of the Closing Adjustment Items determined in accordance with the provisions of Section 1.5(c).

“Final Closing Adjustment Statement” shall have the meaning set forth in Section 1.5(c).

“Financial Model” shall have the meaning set forth in Section 1.8(f)(x).

“Financial Statements” shall mean:

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(a)    with respect to the Company and each Subsidiary, respectively, the audited balance sheets and statements of income, changes in shareholders’ equity and cash flows of such Person as of the end of and for each of the fiscal years ended June 30, 2011 and 2012, as certified without qualification by such Person’s independent public accountants;

(b)    the consolidated audited balance sheet and statements of income, changes in shareholders’ equity and cash flows of the Company as of the end of and for the fiscal year ended June 30, 2012, as certified without qualification by SBM and Co., the Company’s independent public accountants;

(c)    the consolidated unaudited balance sheet of the Company as of December 31, 2012 and the related consolidated unaudited statements of operations, changes in stockholders’ equity and cash flows for the six months then ended; and

(d)    the consolidated unaudited balance sheet of the Company as of March 31, 2013 and the related consolidated unaudited statements of operations, changes in stockholders’ equity and cash flows for the nine months then ended.

“First Period” shall have the meaning set forth in Section 1.8(b).

“First Period Earn-Out Consideration” shall have the meaning set forth in Section 1.8(a)(i).

“Fundamental Representations” shall have the meaning set forth in Section 6.3(a) of this Agreement.

“GAAP” shall mean United States generally accepted accounting principles.

“Governmental Entity” shall mean any federal, state, municipality, or any local or foreign government or any court, arbitrational tribunal, administrative agency or commission or government authority acting under the authority of the federal or any state, local or foreign government, including any local, state, federal or other fiscal, revenue, customs, or excise authority, body or official competent to impose, administer, levy, assess or collect Tax.

“HHPL” shall have the meaning set forth in Section 3.5(e).

“HMA” shall have the meaning set forth in Section 3.5(d).

“Indemnified Taxes” means any Liability of the Company or any Subsidiary for (a) Taxes related or attributable to any Pre-Closing Tax Period or the Pre-Closing Portion of a Straddle Period, (b) Taxes as a result of its having been included in an affiliated group prior to the Closing Date that files consolidated, combined, unitary or similar Tax Returns (including any Liability pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign law), (c) the Indirect Taxes, Indian Indirect Taxes and Indian Taxes generally for which Sellers are responsible pursuant to Section 5.3(m), (d) any Taxes of another Person for which the Company or any Subsidiary is liable as a transferee or successor as a result of actions or events occurring prior to the Closing, and (e) payments under any Tax indemnification, allocation,

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sharing or similar agreement, contract or arrangement (whether oral or written), entered into prior to the Closing, to which the Company or any Subsidiary is subject.

“Indemnifying Party” shall mean a Party from whom indemnification is sought by the Indemnitee.

“Indemnitee” shall mean a Party entitled, or seeking to assert rights, to indemnification pursuant to Article VI.

“Indian Indirect Tax” shall mean any liability under Indian Law to deduct and/or withhold and/or account for any Taxes or an amount in respect of Taxes arising in connection with or as a result of the indirect change in ownership of Heron Health Private Limited arising as a result of either any transfer of any of the Company Shares to the Entity Seller prior to Closing or arising out of the sale of the Company Shares pursuant to this Agreement.

“Indirect Tax” shall mean any stamp duty, stamp duty reserve tax, value added, transfer, turnover, sales, use, distribution or corresponding Tax, including value added tax in the United Kingdom.

“Individual Seller” shall mean any Seller other than the Entity Seller.

“Intellectual Property” shall mean the following subsisting throughout the world:

(a)    Patent Rights;

(b)    Trademarks and all goodwill in the Trademarks;

(c)    copyrights, designs, data and database rights and registrations and applications for registration thereof, including moral rights of authors;

(d)    mask works and registrations and applications for registration thereof and any other rights in semiconductor topologies under the Laws of any jurisdiction;

(e)    inventions, invention disclosures, statutory invention registrations, trade secrets and confidential business information, know-how, manufacturing and product processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, whether patentable or nonpatentable, whether copyrightable or noncopyrightable and whether or not reduced to practice; and

(f)    other proprietary rights relating to any of the foregoing (including remedies against infringement thereof and rights of protection of interest therein under the Laws of all jurisdictions).

“Intellectual Property Registrations” shall mean Patent Rights, registered Trademarks, registered copyrights and designs, mask work registrations, and applications for each of the foregoing.

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“Internal Systems” shall mean the Software and Documentation and the computer, communications and network systems (both desktop and enterprise-wide), laboratory equipment, reagents, materials and test, calibration and measurement apparatus used by the Company or any Subsidiary in their business or operations or to develop, manufacture, fabricate, assemble, provide, distribute, support, maintain or test the Customer Offerings, whether located on the premises of the Company or any Subsidiary or hosted at a third party site.

“Key Employees” shall mean collectively, the Sellers and Peter Hempshall, Dawn Giles, John Posnett, Barry Farrimond, Ebony Samuels, Manu Sehgal and Emma Medin.

“Knowing Misrepresentation” shall mean (a) with respect to any Seller, to such Seller's actual knowledge, that such representation or warranty was incorrect when made, and (b) with respect to the Buyer, to the Buyer's actual knowledge, that such representation or warranty was incorrect when made.

“Knowledge of the Company”, “Company’s Knowledge” and phrases of like import shall mean the knowledge of any Key Employee. The above named individuals will be deemed to have knowledge of a particular fact, circumstance, event or other matter if (a) such individual has actual knowledge of such fact, circumstance, event or other matter, (b) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic, including electronic mails sent to or by such individual) in the possession of such individual, including his or her personal files, (c) such fact, circumstance, event or other matter is reflected in one or more documents (whether written or electronic) contained in books and records of such individual that would reasonably be expected to be reviewed by such individual in the customary performance of his or her duties or (d) such fact, circumstance, event or other matter would be known to such individual had he or she made reasonable inquiry of appropriate employees.

“Law” shall mean any federal, state or local or foreign law, common law, statute, standard, ordinance, code, rule, regulation, convention, resolution or promulgation, or any decree, order, injunction, rule, judgment, consent of or by any Governmental Entity, or any Permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law.

“Lease” shall mean any lease or sublease pursuant to which the Company or any Subsidiary leases or subleases from another party any real property.

“Legal Proceeding” shall mean any action, suit, proceeding, claim, complaint, hearing, arbitration or investigation before any Governmental Entity or before any arbitrator.

“Liability” shall mean any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, whether accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured.

“Litigation Matter” shall mean any Legal Proceedings set forth in Section 3.19 of the Disclosure Schedule.

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“Manager” shall have the meaning set forth in Section 1.8(f)(xi).

“Materials of Environmental Concern” shall mean any: pollutants, contaminants or hazardous substances (as such terms are defined under CERCLA), pesticides (as such term is defined under the Federal Insecticide, Fungicide and Rodenticide Act), solid wastes and hazardous wastes (as such terms are defined under the Resource Conservation and Recovery Act), chemicals, other hazardous, radioactive or toxic materials, oil, petroleum and petroleum products (and fractions thereof), or any other material (or article containing such material) listed or subject to regulation under any Law due to its potential, directly or indirectly, to harm the environment or the health of humans or other living beings.

“Most Recent Balance Sheet” shall mean the audited balance sheet of the Company as of the Most Recent Balance Sheet Date.

“Most Recent Balance Sheet Date” shall mean June 30, 2012.

“Neutral Accountant” shall have the meaning set forth in Section 1.5(c).

“Non-compete Period” shall have the meaning set forth in Section 7.3(a).

“Non-controlling Party” shall mean the party not controlling the defense of any Third Party Action.

“Normal Participant Bonus” shall have the meaning set forth in Section 1.8(f)(xii).

“Open Source Materials” shall mean all Software, Documentation or other material that is distributed as “free software”, “open source software” or under asimilar licensing or distribution model, including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on www.opensource.org.

“Option” shall mean each option to purchase or acquire Company Shares.

“Ordinary Course of Business” shall mean the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount).

“Original Escrow Amount” shall mean $5,024,510 of the Base Purchase Price deposited in escrow pursuant to Section 1.7(a).

“Other Liability” shall mean any Liability of the Company or any of the Subsidiaries not included in the calculation of Closing Working Capital or any loss or unavailability of any Accounts Relief.

“Participant” shall have the meaning set forth on Schedule 5.8.

“Parties” shall have the meaning set forth in the first paragraph of this Agreement.

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“Patent Rights” shall mean all patents, patent applications, utility models, design registrations and certificates of invention and other governmental grants for the protection of inventions or industrial designs (including all related continuations, continuations-in-part, divisionals, reissues and reexaminations).

“Pension Scheme” shall mean the Heron Stakeholder Pension Scheme and the life assurance scheme operated for the benefit of employees of Heron Group Limited.

“Permits” shall mean all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights issued by or obtained from any Governmental Entity (including those issued or required under Environmental Laws and those relating to the occupancy or use of owned or leased real property).

“Permitted Security Interests” shall mean (a) mechanic’s, material men’s and similar liens, (b) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, or statutory liens for Taxes not yet due and payable, (c) liens on goods in transit incurred pursuant to documentary letters of credit, (in the case of (a) to (c) in each case arising in the Ordinary Course of Business of the Company and the Subsidiaries and not material to the Company or any Subsidiary) and (d) the debentures dated 2 April 2009 granted by each of the Company and Heron Evidence Development Limited respectively in favour of The Royal Bank of Scotland.

“Person” shall mean an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity.

“Post-Closing Portion” means the portion of a Straddle Period beginning on the day after the Closing Date.

“PPACA” shall have the meaning set forth in Section 3.22(h).

“Pre-Closing Portion” means the portion of a Straddle Period ending on the Closing Date.

“Pre-Closing Tax Period” means any taxable period (or portion thereof) ending on or before the Closing Date.

“Product” shall mean any drug, biologic, device or diagnostic that has received regulatory approval in any market, or is at any level of pre-approval development.

“Proprietary Information” shall have the meaning set forth in Section 7.1(a).

“Pro Rata Share” shall mean, with respect to any Individual Seller, a fraction, (a) the numerator of which is the Aggregate Consideration such Individual Seller is entitled to receive pursuant to this Agreement, and (b) the denominator of which is the Aggregate Consideration all Individuals Sellers are entitled to receive pursuant to this Agreement.

“Publishing Activities” shall have the meaning set forth in Section 7.3(b).

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“Purchase Price” shall mean (a) the Base Purchase Price, minus (b) the Estimated Closing Adjustment and minus (c) the Original Escrow Amount.

“Reasonable Best Efforts” shall mean best efforts, to the extent commercially reasonable.

“Recipient Party” shall have the meaning set forth in Section 5.3(i)(i).

“Relief” shall mean any loss, relief, allowance, credit, exemption or set off in respect of Tax or any deduction in computing income, profits or gains for the purposes of Tax and any right to a repayment of Tax.

“Representative” shall have the meaning set forth in the first paragraph of this Agreement.

“Required Funding” shall have the meaning set forth in Section 1.8(j)(ii).

“Response” shall mean a written response containing the information provided for in Section 6.2(c).

“RMA Business” shall have the meaning set forth in Section 1.8(f)(xiii).

“SEC” shall mean the United States Securities and Exchange Commission.

“Second Period” shall have the meaning set forth in Section 1.8(c).

“Second Period Earn-Out Consideration” shall have the meaning set forth in Section 1.8(a)(ii).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Interest” shall mean any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of Law).

“Sellers” shall have the meaning set forth in the first paragraph of this Agreement.

“Sellers’ Counsel” shall have the meaning set forth in Section 9.13.

“Shergill” shall have the meaning set forth in Section 3.5(e).

“Software” shall mean computer software code, applications, utilities, development tools, diagnostics, databases and embedded systems, whether in source code, interpreted code or object code form.

“Specified Court” shall have the meaning set forth in Section 9.11.

“Straddle Period” shall have the meaning set forth in Section 5.3(d).

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“Subsidiary” shall mean any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which the Company (or another Subsidiary) holds stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity.

“Tax Claim” shall have the meaning set forth in Section 5.3(g).

“Tax Returns” shall mean any and all reports, returns (including information returns and any land transaction returns), accounts, computations, assessments, claims, disclaimers, elections, registrations, declarations, or statements and any other necessary information relating to Taxes, including any schedule or attachment thereto and any related or supporting workpapers or information with respect to any of the foregoing, including any amendment thereof filed with or submitted to any Governmental Entity in connection with the determination, assessment, collection or payment of Taxes or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax, and including, for the avoidance of doubt, U.S. Department of the Treasury Form TD F 90-22.1.

“Taxable Event” shall mean the original issue of any Company Share by the Company to any Individual Seller, the ownership of any Company Share by any Seller, and/or any transfer by any Individual Seller of any Company Share or interest in any Company Share to the Entity Seller and/or the sale or transfer of any Company Share or interest in any Company Share by any Seller to the Buyer and/or any other taxable event relating to any Company Share or any interest in any Company Share and/or the payment by the Buyer to any Seller of all or any part of the Aggregate Consideration (including the Earn-Out Consideration) and/or any participation, directly or indirectly, by any member of the Entity Seller in any part of the Aggregate Consideration (including Earn-Out Consideration), including where such participation arises by virtue of that member’s entitlement of share in profits or in any distribution of profits of the Entity Seller.

“Taxation Statute” shall mean any directive, statute, enactment, law or regulation wherever enacted or issued, coming into force or entered into providing for or imposing any Tax, or providing for the reporting, collection, assessment or administration of any Tax liability, and shall include orders, regulations, instruments, bye-laws or other subordinate legislation made under the relevant statute or statutory provision and any directive, statute, enactment, law, order, regulation or provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same.

“Taxes” shall mean any and all taxes, charges, fees, duties, contributions, levies or other similar assessments or Liabilities, including income, gross receipts, corporation, ad valorem, premium, value-added, net worth, capital stock, capital gains, documentary, recapture, alternative or add-on minimum, disability, estimated, registration, recording, excise, real property, personal property, sales, use, license, lease, service, service use, transfer, withholding, employment, unemployment, insurance, social security, national insurance, business license, business organization, environmental, workers compensation, payroll, profits, severance, stamp,

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occupation, escheat, windfall profits, customs duties, franchise and other taxes of any kind whatsoever imposed by the United Kingdom, the United States of America or any state, local or foreign government, or any agency or political subdivision thereof, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof, and the words “Tax” and “Taxation” shall be construed accordingly.

“Third Party Action” shall mean any suit or proceeding by a Person other than a Party for which indemnification may be sought by a Party under Article VI.

“Third Period” shall have the meaning set forth in Section 1.8(d).

“Threshold” shall mean $120,000.

“Trademarks” shall mean all registered trademarks and service marks, logos, Internet domain names, corporate names and doing business designations and all registrations and applications for registration of the foregoing, common law trademarks and service marks and trade dress.

“Transfer Pricing Escrow Account” shall have the meaning set forth in the Escrow Agreement.

“UK GAAP” shall mean United Kingdom generally accepted accounting principles.

“USCIS” shall mean the meaning set forth in Section 3.21(e).

“U.S. Subsidiary” shall mean Heron Evidence Development LLC, a Delaware limited liability company.

“Virus” means a disabling device, virus, worm, back door, Trojan horse or other disruptive or malicious code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data, other than any access control feature that is part of the Customer Offering to control access to the Customer Offering or Internal Systems to only licensed uses and is intentionally coded as part of the Customer Offering or Internal System by Company or, with respect to Internal Systems licensed to the Company or any Subsidiary by a third party, by such third party.

“Warrant” shall mean each warrant or other contractual right to purchase or acquire Company Shares.

“Work Permit” shall have the meaning set forth in Section 3.21(e).

“Working Capital Target” shall mean $626,000.

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ARTICLE IXMISCELLANEOUS

9.1    Press Releases and Announcements. No Seller shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the Buyer; provided, however, that any Seller may make any public disclosure it believes in good faith is required by applicable Law (in which case the disclosing Seller shall use reasonable efforts to advise the Buyer and provide the Buyer with a copy of the proposed disclosure prior to making the disclosure).

9.2    No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

9.3    Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof.

9.4    Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided that the Buyer may assign its rights, interests and obligations hereunder to (a) an Affiliate of the Buyer or (b) any Person that acquires all or substantially all of the assets of the Buyer to which this Agreement relates; provided further however that notwithstanding any such assignment by the Buyer to an Affiliate of the Buyer pursuant to clause (a) of this Section 9.4, the Buyer shall remain obligated to perform all obligations under this Agreement to the extent that such assignee is unwilling or unable to perform such obligations.

9.5    Counterparts and Facsimile Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile signature (including by an electronic scan delivered by electronic mail).

9.6    Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

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9.7    Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered, given and received two (2) Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) Business Days after it is sent for next Business Day delivery via a reputable international overnight courier service, in each case to the intended recipient as set forth below:

To the Buyer or the Company:	with a copy (which copy shall not constitute notice) to:
PAREXEL International Corporation 195 West Street Waltham, MA 02451 Attn: Douglas Batt, Esq. Telecopy: (781) 487-0525 Telephone: (781) 487-9900	Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Attn: Hal J. Leibowitz, Esq. Telecopy: (617) 526-5000 Telephone: (617) 526-6000
To the Representative or any Seller:
John Kerrigan 20 Higgins Farm Road Stockton NJ 08559 Telephone: 908-627-0181	with a copy (which copy shall not constitute notice) to: Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004 Attn: Thomas R. Salley Telecopy: (202) 842-7899 Telephone: (202) 842-7878

Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

9.8    Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal Laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the Commonwealth of Massachusetts. Notwithstanding the foregoing, the provisions of this Agreement related to the procedures necessary to effectuate the transfer of title to the Company Shares shall, to the extent required by internal Laws of England and Wales, be governed by and construed in accordance with such Laws.

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9.9    Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver of any right or remedy hereunder shall be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by any Party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

9.10    Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the Parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

9.11    Submission to Jurisdiction. Each Party (a) submits to the non-exclusive jurisdiction of any state or federal court sitting in Boston, Massachusetts (each, a “Specified Court”) in any action or proceeding arising out of or relating to this Agreement (including any action or proceeding for the enforcement of any arbitral award made in connection with any arbitration of a Dispute hereunder), (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any Specified Court, (c) waives any claim of inconvenient forum or other challenge to venue in any Specified Court, and (d) waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement; provided in each case that, solely with respect to any arbitration of a Dispute, the Arbitrator shall resolve all threshold issues relating to the validity and applicability of the arbitration provisions of this Agreement, contract validity, applicability of statutes of limitations and issue preclusion, and such threshold issues shall not be heard or determined by any court. Each Seller and the Representative agrees not to bring any action or proceeding arising out of or relating to this Agreement in any court other than a Specified Court. Each Party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 9.7, provided that nothing in this Section 9.11 shall affect the right of

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any Party to serve such summons, complaint or other initial pleading in any other manner permitted by Law.

9.12    Specific Performance. The Parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without posting a bond or undertaking, this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (a) the Party seeking such remedy has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity. Nothing in this Section 9.12 is intended to limit the provisions of Section 7.3(c).

9.13    Representation by Counsel. The Parties hereto agree that, notwithstanding the fact that Cooley LLP (“Cooley”) and Bird & Bird LLP ("B&B", and together with Cooley, collectively referred to herein as "Sellers' Counsel") may have jointly represented the Company and/or its affiliates in connection with the transactions contemplated by this Agreement, and has also represented the Company in connection with matters other than the transactions contemplated by this Agreement prior to Closing, Sellers' Counsel will be permitted in the future, after the Closing, to represent any Seller in connection with any disputes that any Seller may hereafter have with the Company and/or with the Buyer arising out of, or related to, this Agreement and any document entered into in connection herewith. The Company and the Buyer hereby agree, in advance, subject to the applicable Law, to use their reasonable efforts to waive any actual or potential conflict of interest that may hereafter arise in connection with any disputes that such Seller may hereafter have with the Company and/or with the Buyer arising out of, or related to, this Agreement and any document entered into in connection herewith. In no event shall the foregoing waiver constitute (a) a release by the Buyer, the Company, any of their affiliates or any of their respective successors of any claims that they or any of them may have with respect to the representation by Sellers' Counsel of the Company and/or its affiliates or (b) a waiver of any work product, attorney-client or other similar privilege, protection or obligation of Sellers' Counsel to or for the benefit of the Company or any of its affiliates.

9.14    Construction. For purposes of this Agreement, including the Schedules hereto:

(a)    The language used shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(b)    Any reference to “including” shall be interpreted as “including without limitation”.

(c)    Any reference to any Article, Section or paragraph shall be deemed to refer to an Article, Section or paragraph of this Agreement, unless the context clearly indicates otherwise.

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(d)    The defined terms shall apply equally to both the singular and plural forms of the terms defined.

(e)    The words “hereof”, “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(f)    When reference is made to information that has been “made available” to the Buyer, that shall mean that such information was either (i) contained in the Company’s electronic data room or (ii) delivered to the Buyer or its counsel, in each case, not less than two (2) Business Days prior to the date of this Agreement.

(g)    Whenever any payment is to be paid in “cash”, payment shall be made in the legal tender of the United States and the method for payment shall be by wire transfer of immediately available funds. In the event there is any need to convert U.S. dollars into any foreign currency, or vice versa, for any purpose, the exchange rate shall be that published by the Wall Street Journal on the date an obligation is paid (or if the Wall Street Journal is not published on such date, the first date thereafter on which the Wall Street Journal is published).

(h)    Unless otherwise expressly provided, wherever the consent of any Person is required or permitted, such consent may be withheld in such Person’s sole and absolute discretion.

(i)    The phrase “made available” shall mean that the referenced document(s) was actually delivered to the Buyer or continuously accessible in the Data Room by the Buyer and its representatives during the period from 8:00 am Eastern Time on the second Business Day prior to the Closing through the Closing.

(j)    The phrase “full title guarantee” shall have the meaning set forth in Section 1(2)(a) of the Law of Property (Miscellaneous Provisions) Act 1994 in England and Wales.

[Remainder of the Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

BUYER:

PAREXEL INTERNATIONAL HOLDING B.V.

By: /s/ Pieter Rietman

Title: Managing Director

COMPANY:

HERON GROUP LIMITED

By: /s/ C.J. Knight

Title: Director

REPRESENTATIVE:

JOHN KERRIGAN

Solely in his capacity as the Representative

By: /s/ John Kerrigan

Title: CEO

SELLERS:

PAUL HOWARD

/s/ PA Howard

JOHN KERRIGAN

/s/ John Kerrigan

CHRIS KNIGHT

/s/ C.J. Knight

ST EVENAGE HOLDINGS LLC

By: /s/ Catherine Kerrigan

Name: Catherine S. Kerrigan

Title: Manager

- Signature Page to Stock Purchase Agreement -

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Josef H. von Rickenbach, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of PAREXEL International Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I,  James F. Winschel, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of PAREXEL International Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 6, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		(principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of PAREXEL International Corporation (the “Company”) for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Josef H. von Rickenbach, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 6, 2013	By: /s/ Josef H. von Rickenbach
		Josef H. von Rickenbach
		Chairman of the Board and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to PAREXEL International Corporation and will be retained by PAREXEL International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of PAREXEL International Corporation (the “Company”) for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James F. Winschel, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 6, 2013	By: /s/ James F. Winschel, Jr.
		James F. Winschel, Jr.
		Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to PAREXEL International Corporation and will be retained by PAREXEL International Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Credit Agreements (Details) (USD $)	3 Months Ended	9 Months Ended						9 Months Ended		9 Months Ended
	Mar. 31, 2012	Mar. 31, 2013	Mar. 22, 2013	Jun. 30, 2012	Dec. 20, 2012 2012 Term Loan [Member]	Dec. 20, 2012 2012 Term Loan Base Rate [Member]	Dec. 20, 2012 2012 Term Loan LIBOR [Member]	Mar. 31, 2013 HSBC TD US Banks Term Loan [Member]	Jan. 22, 2013 HSBC TD US Banks Term Loan [Member]	Mar. 31, 2013 JP Morgan UK [Member]	Mar. 31, 2013 RBSNederlandNV [Member]	Mar. 31, 2013 Interest Rate Cap [Member]	Mar. 31, 2013 Interest Rate Swap [Member]	Mar. 22, 2013 2013 Credit Agreement LIBOR [Member]	Jun. 30, 2011 2011 Credit Agreement [Member]	Mar. 31, 2013 2013 Credit Agreement [Member]	Mar. 22, 2013 Swingline Loan [Member]	Mar. 31, 2013 Revolving Credit Facility [Member]	Mar. 22, 2013 Revolving Credit Facility [Member]	Jun. 30, 2011 Revolving Credit Facility [Member]	Mar. 22, 2013 2013 Credit Agreement Federal Funds Rate [Member]	Mar. 22, 2013 2013 Credit Agreement One Month LIBOR [Member]	Mar. 22, 2013 2013 Credit Agreement One Month LIBOR Margin [Member]	Mar. 22, 2013 2013 Credit Agreement Swingline [Member]	Mar. 31, 2013 Term Loan [Member]	Mar. 22, 2013 Term Loan [Member]	Jun. 30, 2011 Term Loan [Member]
Line of Credit Facility [Line Items]
Long-term Debt																										$ 200,000,000	$ 100,000,000
Short-term Debt					100,000,000				25,000,000
Debt Instrument, Face Amount																			200,000,000
Proceeds from Issuance of Long-term Debt	107,500,000
Line of Credit Facility, Current Borrowing Capacity																	75,000,000		300,000,000	300,000,000
Letters of Credit Outstanding, Amount		8,800,000																	10,000,000
Debt Instrument, Basis Spread on Variable Rate						0.75%	1.75%							1.75%	1.75%						0.50%	1.00%	0.75%	0.75%
Term Loan, Quarterly Principal Payment Percentage,year one and two			1.25%
Term Loan, Quarterly Principal Payment Percentage,year three			2.50%
Term Loan, Quarterly Principal Payment Percentage,year four			5.00%
Term Loan, Quarterly Principal Payment Percentage,year five			7.50%
Term Loan, Quarterly Principal Payment Percentage,maturity date			37.50%
Proceeds from Short-term Debt								75,000,000
Credit agreement maximum borrowing capacity										4,500,000	5,000,000
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum										2.00%	1.00%
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum										4.00%	2.00%
Line of credit facility amount outstanding																		200,000,000
Long-term Debt, Gross		400,000,000																							200,000,000
Deferred Finance Costs, Net		3,600,000
Max commitment fee on revolving loan unused amount, percentage		0.35%
Remaining borrowing available under revolving credit facility										4,500,000	5,000,000							100,000,000
Interest rate swap, fixed interest rate		1.30%
Derivative interest rate cap arrangement		2.00%
Principal amount of debt hedged with an interest rate swap agreement												50,000,000	100,000,000
Debt, Weighted Average Interest Rate																1.73%
Debt Instrument, Periodic Payment, Principal		2,500,000
Bank Overdrafts		$ 55,700,000		$ 63,400,000

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Stock-Based Compensation (Classification Of Compensation Expense Within Consolidated Statements Of Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 2,668	$ 2,751	$ 8,103	$ 8,236
Direct Costs [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	531	418	1,310	1,347
Selling, General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 2,137	$ 2,333	$ 6,793	$ 6,889

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Derivatives (Tables)

9 Months Ended

Mar. 31, 2013

Summary of Derivative Instruments by Hedge Designation [Abstract]

Schedule Of Notional Amounts And Fair Values Of Derivatives

(in thousands)	March 31, 2013					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	37,234	$	495		$	—	$	—
Cross-currency swap contracts	26,909		384			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,102		)	150,000		(2,415		)
Foreign exchange contracts	69,450		(3,170		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	283,593	$	(4,393	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	34,114	$	476		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	43,922		(2,620		)	43,405		(4,544		)
Foreign exchange contracts	12,382		(602		)	100,815		(213		)
Total non-designated derivatives	$	90,418	$	(2,746	)	$	144,220	$	(4,757	)
Total derivatives	$	374,011	$	(7,139	)	$	319,326	$	(9,869	)

Schedule Of Change In The Fair Value Of Derivatives Designated As Hedging Instruments

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	155		$	(105	)	$	281		$	(517	)
Foreign exchange contracts, net of taxes	(1,963		)	—			(1,736		)	—
Cross-currency swap contracts, net of taxes	741			(140		)	338			(853		)
Total designated derivatives	$	(1,067	)	$	(245	)	$	(1,117	)	$	(1,370	)

Schedule Of Change In The Fair Value Derivatives Not Designated As Hedging Instruments

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013		March 31, 2012
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	2,051		$	(667	)	$	1,924	$	(3,782	)
Foreign exchange contracts	(347		)	1,469			87		209
Total non-designated derivatives	$	1,704		$	802		$	2,011	$	(3,573	)

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Derivatives (Schedule Of Notional Amounts And Fair Values Of Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Jun. 30, 2012
Derivatives, Fair Value [Line Items]
Notional Amount	$ 374,011	$ 319,326
Asset (Liability)	(7,139)	(9,869)
Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	90,418	144,220
Asset (Liability)	(2,746)	(4,757)
Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Notional Amount	283,593	175,106
Asset (Liability)	(4,393)	(5,112)
Interest Rate Contract [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset		0
Interest Rate Contract [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(2,102)	(2,415)
Derivative Asset, Fair Value, Gross Asset		0
Derivative Liability, Notional Amount	150,000	150,000
Cross Currency Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	0	(2,697)
Derivative Asset, Fair Value, Gross Asset	384	0
Derivative Liability, Notional Amount	0	25,106
Derivative Asset, Notional Amount	26,909	0
Cross-Currency Interest Rate Swap Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(2,620)	(4,544)
Derivative Liability, Notional Amount	43,922	43,405
Foreign Exchange Contracts [Member] | Derivatives Not Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(602)	(213)
Derivative Asset, Fair Value, Gross Asset	476
Derivative Liability, Notional Amount	12,382	100,815
Derivative Asset, Notional Amount	34,114	0
Foreign Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	(3,170)	0
Derivative Asset, Fair Value, Gross Asset	495
Derivative Liability, Notional Amount	69,450
Derivative Asset, Notional Amount	$ 37,234	$ 0

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Segment Information (Service Revenue, Direct Costs And Gross Profit On Service Revenue Of Reportable Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Service revenue	$ 454,493	$ 355,992	$ 1,271,314	$ 1,003,897
Direct costs	311,917	241,445	892,646	691,718
Gross profit	142,576	114,547	378,668	312,179
CRS [Member]
Segment Reporting Information [Line Items]
Service revenue	342,387	263,372	960,134	746,652
Direct costs	246,882	188,520	709,463	539,111
Gross profit	95,505	74,852	250,671	207,541
PCMS [Member]
Segment Reporting Information [Line Items]
Service revenue	50,611	43,301	148,236	117,404
Direct costs	30,424	25,101	88,563	68,663
Gross profit	20,187	18,200	59,673	48,741
Perceptive [Member]
Segment Reporting Information [Line Items]
Service revenue	61,495	49,319	162,944	139,841
Direct costs	34,611	27,824	94,620	83,944
Gross profit	$ 26,884	$ 21,495	$ 68,324	$ 55,897

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Comprehensive Income

9 Months Ended

Mar. 31, 2013

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Comprehensive Income

COMPREHENSIVE INCOME

Comprehensive income has been calculated in accordance with FASB ASC 220, “Comprehensive Income.” Comprehensive income was as follows:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Net income	$	29,524		$	22,869		$	65,931		$	45,370
Unrealized loss on derivative instruments	(1,067		)	(245		)	(1,117		)	(1,370		)
Currency translation adjustments	(15,339		)	13,557			4,861			(30,614		)
Comprehensive income	$	13,118		$	36,181		$	69,675		$	13,386

The unrealized loss on derivative instruments is net of $0.7 million of taxes for each of the three and nine months ended March 31, 2013 and net of $0.1 million and $0.5 million of taxes for the three and nine months ended March 31, 2012, respectively.

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Derivatives (Schedule Of Change In The Fair Value Of Derivatives Designated As Hedging Instruments) (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Estimated net amount of existing losses that are expected to be reclassified into earnings			$ 3,200,000
Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	(1,067,000)	(245,000)	(1,117,000)	(1,370,000)
Interest Rate Contract [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	155,000	(105,000)	281,000	(517,000)
Foreign Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	(1,963,000)	0	(1,736,000)	0
Cross Currency Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income, effective portion, net, total	$ 741,000	$ (140,000)	$ 338,000	$ (853,000)

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Acquisition, Goodwill and Intangibles Net Purchase Price and Preliminary Allocation for Acquisition (Details) (USD $) In Thousands, unless otherwise specified	Dec. 21, 2012
Business Acquisition [Line Items]
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	$ 32,600
Liquent Acquisition [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price	74,731
Accounts receivable	8,687
Other current and non-current assets	547
Property and equipment	1,382
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	32,600
Business Acquisition, Purchase Price Allocation, Goodwill Amount	51,449
Total assets acquired	94,665
Current liabilities	5,403
Deferred revenue, current	2,830
Deferred tax liabilities	11,701
Total liabilities assumed	19,934
Net assets acquired:	$ 74,731

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Acquisition, Goodwill and Intangibles Acquisiton, additional information (Details) (USD $)	3 Months Ended		9 Months Ended			9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Jun. 30, 2012	Mar. 31, 2013 Liquent Acquisition [Member]	Dec. 21, 2012 Liquent Acquisition [Member]	May 01, 2013 Heron Acquisition [Member]	Dec. 20, 2012 2012 Term Loan [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Transaction Costs						$ 400,000
Business Acquisition, Purchase Price Allocation, Goodwill Amount							51,449,000
Goodwill	305,429,000		305,429,000		255,455,000
Goodwill, Translation Adjustments			(1,475,000)
Other intangible assets, net	92,379,000		92,379,000		70,004,000
Finite-Lived Intangible Assets, Translation Adjustments			(4,207,000)
Business Acquisition, Cost of Acquired Entity, Purchase Price							74,731,000	24,000,000
Business Acquisition, Contingent Consideration, Potential Cash Payment								14,200,000
Amortization of Intangible Assets	2,891,000	2,198,000	6,018,000	6,542,000
Short-term Debt									$ 100,000,000

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Derivatives (Schedule Of Change In The Fair Value Of Derivatives Not Designated As Hedging Instruments) (Details) (Derivatives Not Designated As Hedging Instruments [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	$ 1,704	$ 802	$ 2,011	$ (3,573)
Foreign Exchange Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	(347)	1,469	87	209
Cross-Currency Interest Rate Swap Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of derivatives not designated as hedging instruments	$ 2,051	$ (667)	$ 1,924	$ (3,782)

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Acquisition, Goodwill and Intangibles Acquired Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Mar. 31, 2013	Dec. 21, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets		$ 32,600
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		21,500
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	11 years
Technology & Other Intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		7,800
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		2,800
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Order or Production Backlog [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Amount		$ 500
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	1 year

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Equity and Earnings Per Share (Computation Of Basic And Diluted Earnings Per Common Share) (Details) (USD $)	3 Months Ended		9 Months Ended				9 Months Ended	1 Months Ended		3 Months Ended	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Apr. 30, 2013	Jun. 30, 2012	Mar. 31, 2013 2012 Stock Repurchase Plan [Member]	Mar. 31, 2013 March 2013 Accelerated Share Repurchase [Member]	Sep. 30, 2012 September 2012 Accelerated Share Repurchase [Member]	Mar. 31, 2013 September 2012 Accelerated Share Repurchase [Member]	Mar. 31, 2013 Open Market Repurchases [Member]
Class of Stock [Line Items]
Stock Repurchase Program Authorized Amount							$ 200,000,000
Treasury Stock, Value, Acquired, Cost Method								50,000,000	50,000,000
Treasury Stock, Shares, Acquired								1,044,932	1,328,462	234,898	1,645,604
Entity Common Stock, Shares Outstanding					56,849,330
Preferred Stock, Shares Authorized	5,000,000		5,000,000			5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01			$ 0.01
Preferred Stock, Shares Outstanding	0		0			0
Common Stock, Shares Authorized	150,000,000		150,000,000			75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01			$ 0.01
Common Stock, Shares, Outstanding	57,078,056		57,078,056			60,147,007
Percent of advance payment under accelerated share repurchase agreement								80.00%
Treasury Stock, Value, Acquired, Average Cost Per Share								$ 38.28			$ 31.16
Stock Repurchase Program, Remaining Authorized Repurchase Amount							48,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		5,000,000		5,000,000		2,000,000
Net income attributable to common stock	$ 29,524,000	$ 22,869,000	$ 65,931,000	$ 45,370,000
Weighted average number of shares outstanding, used in computing basic earnings per share	58,024,000	59,652,000	58,942,000	59,319,000
Dilutive common stock equivalents	1,050,000	842,000	1,063,000	953,000
Weighted average number of shares outstanding used in computing diluted earnings per share	59,074,000	60,494,000	60,005,000	60,272,000
Basic earnings per share	$ 0.51	$ 0.38	$ 1.12	$ 0.76
Diluted earnings per share	$ 0.50	$ 0.38	$ 1.10	$ 0.75
Anti-dilutive options (excluded from the calculation of diluted earnings per share)	717,000	1,869,000	396,000	2,209,000

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Equity and Earnings Per Share

9 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Equity and Earnings Per Share

EQUITY AND EARNINGS PER SHARE

We have authorized five million shares of preferred stock at $0.01 par value. As of March 31, 2013 and June 30, 2012, we had no shares of preferred stock issued and outstanding.

As of March 31, 2013 and June 30, 2012, we had authorized 150 million and 75 million shares of common stock, with a $0.01 par value, respectively. As of March 31, 2013 and June 30, 2012, we had 57,078,056 and 60,147,007 shares of common stock issued and outstanding, respectively.

In December 2012, we increased the maximum number of shares available for awards under our 2010 Stock Incentive Plan from two million to five million shares.

We compute basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options and restricted stock awards/units. The following table outlines the basic and diluted earnings per common share computations:

(in thousands, except per share data)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Net income attributable to common stock	$	29,524	$	22,869	$	65,931	$	45,370
Weighted average number of shares outstanding, used in computing basic earnings per share	58,024		59,652		58,942		59,319
Dilutive common stock equivalents	1,050		842		1,063		953
Weighted average number of shares outstanding used in computing diluted earnings per share	59,074		60,494		60,005		60,272
Basic earnings per share	$0.51		$0.38		$1.12		$0.76
Diluted earnings per share	$0.50		$0.38		$1.10		$0.75
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	717		1,869		396		2,209

Share Repurchase Plan

In August 2012, our Board of Directors approved a share repurchase program (the "Program") authorizing the repurchase of up to $200 million of our common stock to be financed with cash on hand, cash generated from operations, existing credit facilities, or new financing.  The Program does not obligate us to acquire any particular dollar value or number of shares of common stock, and it can be modified, extended, suspended or discontinued at any time.  There is no set expiration date for the Program.

In September 2012, as part of the Program, we entered into an accelerated share repurchase agreement (the “September Agreement”) to purchase shares of our common stock from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), for an aggregate purchase price of $50 million . Pursuant to the September Agreement, during the three months ended March 31, 2013, we finalized the settlement of our first $50 million accelerated share repurchase program and received an additional 234,898 shares representing the final shares delivered by JPMorgan. These shares are in addition to the initial 1,328,462 shares of our common stock delivered to us on September 20, 2012.

On March 15, 2013, we entered into a second accelerated share repurchase agreement (the “March Agreement”) to purchase shares of our common stock from JPMorgan for an aggregate purchase price of $50 million. Pursuant to the March Agreement, on March 15, 2013, we paid an additional $50 million to JPMorgan and received from JPMorgan 1,044,932 shares of our common stock, representing an estimated 80 percent of the shares to be repurchased by us under the Agreement based on a price of $38.28 per share, which was the closing price of our common stock on March 15, 2013. These repurchased shares have been canceled and restored to the status of authorized and unissued shares. At the March Agreement maturity, approximately four months after the date we authorized the second accelerated share repurchase program, the final number of shares to be delivered to us by JPMorgan, net of the initial shares delivered, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the common stock during the term of the March Agreement. If the number of shares to be delivered to us at maturity is less than the initial delivery of shares by JPMorgan, we would be required to remit shares or cash, at our option, to JPMorgan in an amount equivalent to such shortfall. If the number of shares to be delivered to us at maturity is greater than the initial delivery of shares by JPMorgan, JPMorgan would be required to remit shares to us in an amount equivalent to such difference. We recorded the $50 million payment to JPMorgan as a decrease to equity in our consolidated balance sheet, consisting of decreases in common stock and additional paid-in capital.

In addition, during the nine months ended March 31, 2013, we purchased 1,645,604 shares of our common stock in the open market under the Program at an average price of $31.16 per share. As of March 31, 2013, approximately $48.7 million remained available under the Program for the purchase of additional shares.

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Comprehensive Income (Schedule Of Comprehensive Income) (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income	$ 29,524,000	$ 22,869,000	$ 65,931,000	$ 45,370,000
Unrealized (loss) gain on derivative instruments	(1,067,000)	(245,000)	(1,117,000)	(1,370,000)
Foreign currency translation	(15,339,000)	13,557,000	4,861,000	(30,614,000)
Comprehensive income (loss)	13,118,000	36,181,000	69,675,000	13,386,000
Unrealized (loss) gain on derivative instruments, taxes	$ 700,000	$ 100,000	$ 700,000	$ 500,000

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Commitments, Contingencies And Guarantees (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Commitments, Contingencies And Guarantees [Abstract]
Purchase obligations with various vendors	$ 39.9
Letters of Credit Outstanding, Amount	$ 8.8

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Jun. 30, 2012
ASSETS
Cash and cash equivalents	$ 198,613	$ 213,579
Marketable Securities, Current	89,747	0
Billed and unbilled accounts receivable, net	651,027	649,217
Prepaid expenses	18,154	20,657
Deferred tax assets	38,641	37,159
Income taxes receivable	11,327	0
Other current assets	29,020	22,352
Total current assets	1,036,529	942,964
Property and equipment, net	211,820	207,778
Goodwill	305,429	255,455
Other intangible assets, net	92,379	70,004
Non-current deferred tax assets	8,911	13,885
Long-term income taxes receivable	11,564	15,585
Other assets	27,323	26,485
Total assets	1,693,955	1,532,156
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable and current portion of long-term debt	10,002	5,003
Accounts payable	48,554	50,783
Deferred revenue	366,854	331,488
Accrued expenses	36,906	44,780
Accrued employee benefits and withholdings	133,856	120,368
Current deferred tax liabilities	17,395	14,998
Income taxes payable	0	3,644
Other current liabilities	12,670	12,310
Total current liabilities	626,237	583,374
Long-term debt, net of current portion	386,394	211,784
Non-current deferred tax liabilities	31,115	24,678
Long-term income tax liabilities	45,435	50,008
Long-term deferred revenue	28,584	28,226
Other liabilities	24,266	24,411
Total liabilities	1,142,031	922,481
Stockholders' equity:
Preferred stock $0.01 par value; shares authorized: 5,000,000; none issued and outstanding	0	0
Common stock $0.01 par value; shares authorized: 150,000,000 and 75,000,000 at March 31, 2013 and June 30, 2012, respectively; shares issued and outstanding: 57,078,056 and 60,147,007 at March 31, 2013 and June 30, 2012, respectively	571	601
Additional paid-in capital	152,139	279,535
Retained earnings	424,609	358,678
Accumulated other comprehensive (loss) income	(25,395)	(29,139)
Total stockholders' equity	551,924	609,675
Total liabilities and stockholders' equity	$ 1,693,955	$ 1,532,156

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Fair Value Measurements (Schedule Of Fair Value Hierarchy, Assets (Liabilities) Carried At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified									9 Months Ended
	Mar. 31, 2013	Jun. 30, 2012	Mar. 31, 2013 Fair Value, Inputs, Level 1 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 1 [Member]	Mar. 31, 2013 Fair Value, Inputs, Level 2 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 2 [Member]	Mar. 31, 2013 Fair Value, Inputs, Level 3 [Member]	Jun. 30, 2012 Fair Value, Inputs, Level 3 [Member]	Mar. 31, 2013 Maximum [Member]	Mar. 31, 2013 Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash Equivalents		$ 81,123		$ 81,123		$ 0		$ 0
Interest Rate Derivative Instruments	(4,722)	(6,959)	0	0	(4,722)	(6,959)	0	0
Foreign Currency Exchange Contracts	(2,417)	(2,910)	0	0	(2,417)	(2,910)	0	0
Total	(7,139)	71,254	0	81,123	(7,139)	(9,869)	0	0
Marketable securities maturity period									one year	90 days
Marketable Securities, Current	$ 89,747	$ 0

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Basis Of Presentation

9 Months Ended

Mar. 31, 2013

Basis Of Presentation [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of PAREXEL International Corporation (“PAREXEL,” “the Company,” “we,” “our” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company's financial position and results of operations as of March 31, 2013 and for the three and nine months ended March 31, 2013 and 2012 have been included. Operating results for the three and nine months ended March 31, 2013 are not necessarily indicative of the results that may be expected for other quarters or the entire fiscal year. For further information, refer to the audited consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 10-K”) filed with the Securities and Exchange Commission on August 27, 2012.

We reclassified $10.4 million of non-current deferred tax assets to current deferred tax assets for the period ended June 30, 2012. This change had no impact on total deferred tax assets. We also reclassified $3.2 million of deferred financing costs from other assets to long-term debt, net of current portion for the period ended June 30, 2012 as a contra-debt balance. We evaluated the quantitative and qualitative aspects of these adjustments and determined the corrections were not material. These reclassifications had no impact on our results of operations or statement of cash flow for the fiscal year ended June 30, 2012.

Recently Issued Accounting Standards

In December 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 requires a company to disclose information about offsetting and related arrangements to enable readers of its financial statements to understand the effects of those arrangements on its financial position. ASU 2011-11 is effective for fiscal years beginning after January 1, 2013. In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” ASU 2013-01 was issued to limit the scope of ASU 2011-11 to derivatives (including bifurcated embedded derivatives), repurchase and reverse repurchase arrangements, and securities borrowing and lending transactions. The disclosures are effective for annual periods beginning on or after January 1, 2013 and interim periods within those annual periods. Entities should provide the disclosures required by this ASU retrospectively for all comparative periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” ASU 2012-02 amends Topic 350 to allow a company to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. A company is not required to determine the fair value of the indefinite-lived intangible asset unless the entity determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires reporting and disclosure about changes in accumulated other comprehensive income (AOCI) balances and reclassifications out of AOCI. ASU 2013-02 is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2012 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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Restructuring Charges (Schedule Of Restructuring Plans Charges (Benefits)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	$ (732)	$ 1,807	$ (1,150)	$ 5,669
2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	(732)	1,861	(1,150)	6,737
2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	0	(54)	0	(1,068)
Employee Severance Costs [Member] | 2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	0	1,966	(159)	5,378
Employee Severance Costs [Member] | 2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	0	0	0	(984)
Facilities-Related Charges [Member] | 2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	(732)	(105)	(991)	1,359
Facilities-Related Charges [Member] | 2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring (benefit) charges	$ 0	$ (54)	$ 0	$ (84)

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Restructuring Charges (Tables)

9 Months Ended

Mar. 31, 2013

Restructuring Charges [Abstract]

Schedule Of Charges Against The Restructuring Accrual

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
2011 Restructuring Plan
Employee severance	$	—		$	1,966		$	(159	)	$	5,378
Facilities-related and other	(732		)	(105		)	(991		)	1,359
Total 2011 Plan	$	(732	)	$	1,861		$	(1,150	)	$	6,737
2010 Restructuring Plan
Employee severance	$	—		$	—		$	—		$	(984	)
Facilities-related	—			(54		)	—			(84		)
Total 2010 Plan	$	—		$	(54	)	$	—		$	(1,068	)
Total All Plans	$	(732	)	$	1,807		$	(1,150	)	$	5,669

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								March 31, 2013
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,703	)	$	22
Facilities-related charges and other	3,663		(991		)	(1,439		)	1,233
2010 Restructuring Plan
Facilities-related charges	642		—			(132		)	510
Pre-2010 Plans
Facilities-related charges	1,585		—			(338		)	1,247
Total	$	7,774	$	(1,150	)	$	(3,612	)	$	3,012

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Restructuring Charges (Schedule Of Charges Against The Restructuring Accrual) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			$ 7,774
Provisions/Adjustments	(732)	1,807	(1,150)	5,669
Payments/Foreign Currency Exchange			(3,612)
Balance at March 31, 2013	3,012		3,012
2011 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	(732)	1,861	(1,150)	6,737
2011 Restructuring Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			1,884
Provisions/Adjustments	0	1,966	(159)	5,378
Payments/Foreign Currency Exchange			(1,703)
Balance at March 31, 2013	22		22
2011 Restructuring Plan [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			3,663
Provisions/Adjustments	(732)	(105)	(991)	1,359
Payments/Foreign Currency Exchange			(1,439)
Balance at March 31, 2013	1,233		1,233
2010 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	0	(54)	0	(1,068)
2010 Restructuring Plan [Member] | Employee Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Provisions/Adjustments	0	0	0	(984)
2010 Restructuring Plan [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			642
Provisions/Adjustments	0	(54)	0	(84)
Payments/Foreign Currency Exchange			(132)
Balance at March 31, 2013	510		510
Pre-2010 Plans [Member] | Facilities-Related Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance at June 30, 2012			1,585
Provisions/Adjustments			0
Payments/Foreign Currency Exchange			(338)
Balance at March 31, 2013	$ 1,247		$ 1,247

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Commitments, Contingencies And Guarantees Schedule of Contractual Obligation (Tables)

9 Months Ended

Mar. 31, 2013

Schedule of Long-term Debt Obligation [Abstract]

Schedule of Maturities of Long-term Debt [Table Text Block]

(in thousands)	FY 2013		FY 2014		FY 2015		FY 2016		FY 2017		Thereafter		Total
Debt obligations (principal)	$	2,500	$	10,000	$	12,500	$	25,000	$	45,000	$	305,000	$	400,000

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Acquisition, Goodwill and Intangibles

9 Months Ended

Mar. 31, 2013

Business Combinations, Goodwill and Intangibles [Abstract]

Business Combination Disclosure [Text Block]

NOTE 2 – ACQUISITIONS, GOODWILL, AND OTHER INTANGIBLE ASSETS

Acquisitions

Our condensed consolidated financial statements include the operating results of acquired entities from their respective dates of acquisition. Transaction costs of $0.4 million associated with the Liquent, Inc. (“Liquent”) acquisition for the nine months ended March 31, 2013 were expensed as incurred.

LIQUENT ACQUISITION

On December 21, 2012, we acquired all of the outstanding equity securities of Liquent, a leading global provider of Regulatory Information Management (RIM) solutions for total cash consideration of approximately $74.7 million. By combining Liquent with our Perceptive Informatics (“Perceptive”) segment, we intend to strengthen our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire product lifecycle of a life sciences entity. We expect the acquisition also will benefit the PAREXEL Consulting and Medical Communications Services (“PCMS”) business, where we will be able to leverage Liquent’s significant expertise in regulatory information management outsourcing.

The acquisition was initially funded through a new $100.0 million unsecured term loan agreement (the 2012 Term Loan) with Bank of America, N.A. (defined as “Bank of America” in Note 9) (see Note 9).

We accounted for this acquisition as a business combination in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” We allocate the amounts that we pay for each acquisition to the assets we acquire and liabilities we assume based on their fair values at the dates of acquisition, including identifiable intangible assets. We base the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions determined by management and which consider management's best estimates of inputs and assumptions that a market participant would use. We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, and estimated useful lives, could result in different purchase price allocations and amortization expense in current and future periods than those determined by the Company.

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,731
Preliminary allocation of consideration transferred:
Accounts receivable	$	8,687
Other current and non-current assets	547
Property and equipment	1,382
Definite-lived intangible assets	32,600
Goodwill	51,449
Total assets acquired	94,665
Current liabilities	5,403
Deferred revenue, current	2,830
Deferred tax liabilities	11,701
Total liabilities assumed	19,934
Net assets acquired:	$	74,731

The amounts above represent the preliminary fair value estimates as of March 31, 2013 and are subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates, mainly as it relates to accounting for income taxes. We expect to complete our accounting for the Liquent acquisition in our fiscal quarter ending June 30, 2013.

The goodwill of $51.4 million arising from the Liquent acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our Perceptive segment and is non-deductible for tax purposes.

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollar amounts in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	21,500	11
Technology	7,800		8
Trade name	2,800		8
Backlog	500		1
Total	$	32,600

HERON ACQUISITION

On April 30, 2013, we acquired all of the outstanding equity securities of the Heron Group LTD (“Heron”), a life sciences consultancy which provides evidence-based commercialization services to support biopharmaceutical companies throughout the lifecycle of their products. The purchase price was approximately $24.0 million, plus the potential for us to pay an additional $14.2 million over a twenty-six month period if specific financial targets for Heron are achieved. The acquisition was funded through use of existing cash. Heron's results of operations will be included in our PCMS segment.

The transaction will be accounted for using the acquisition method of accounting which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The acquisition related disclosures required by FASB ASC 805 cannot be made as the initial accounting for the business transaction is incomplete. Key financial data such as the determination of the fair value of the assets acquired and liabilities assumed is not yet available.

Goodwill and Other Intangible Assets

The goodwill balance of $305.4 million included in our accompanying consolidated balance sheet as of March 31, 2013 reflects the additions arising from the Liquent acquisition and a decrease of $1.5 million related to the impact of changes in foreign currency exchange rates used for translation for the nine month period ending March 31, 2013. The other intangible assets, net balance of $92.4 million reflects the additions arising from the Liquent acquisition, a decrease of $4.2 million related to the impact of changes in foreign currency exchange rates, and amortization expense of $6.0 million for the nine month period ended March 31, 2013.

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Condensed Consolidated Balance Sheets Parenthethical (USD $)	Mar. 31, 2013	Jun. 30, 2012
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000,000	75,000,000
Common Stock, Shares, Outstanding	57,078,056	60,147,007

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Fair Value Measurements

9 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

We apply the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value and provides guidance for measuring fair value and expands disclosures about fair value measurements. ASC 820 seeks to enable the reader of financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

• Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

• Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

◦ quoted prices for similar assets and liabilities in active markets

◦ quoted prices for identical or similar assets or liabilities in markets that are not active

◦ observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

◦ inputs that are derived principally from or corroborated by observable market data by correlation or other means

• Level 3 – Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of March 31, 2013:

(in thousands)	Level 1		Level 2			Level 3		Total
Interest rate derivative instruments	$	—	$	(4,722	)	$	—	$	(4,722	)
Foreign currency exchange contracts	—		(2,417		)	—		(2,417		)
Total	$	—	$	(7,139	)	$	—	$	(7,139	)

The following table sets forth by level, within the fair value hierarchy, our assets (liabilities) carried at fair value as of June 30, 2012:

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

Cash equivalents are measured at quoted prices in active markets. These investments are considered cash equivalents due to the short maturity (less than 90 days) of the investments.

The marketable securities are held in foreign government treasury certificates that are actively traded and have original maturities over 90 days but less than one year. As of March 31, 2013, we had marketable securities of $89.7 million. Our marketable securities are classified as held-to-maturity based on our intent and ability to hold the securities to maturity and are recorded at amortized cost, which is not materially different than fair value. Interest and dividends related to these securities are reported as a component of interest income in our consolidated statements of income.

Interest rate derivative instruments are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation.

Foreign currency exchange contracts are measured at fair value using a market approach valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by leading third-party financial news and data providers. This is observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2.

For the nine months ended March 31, 2013, there were no transfers among Level 1, Level 2, or Level 3 categories. Additionally, there were no changes in the valuation techniques used to determine the fair values of our Level 2 or Level 3 assets or liabilities.

The carrying value of our short-term and long-term debt approximates fair value because all of the debt bears variable rate interest.

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Document And Entity Information	9 Months Ended
	Mar. 31, 2013	Apr. 30, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Registrant Name	PAREXEL INTERNATIONAL CORP
Entity Central Index Key	0000799729
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		56,849,330

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Acquisition, Goodwill and Intangibles Acquisition, Goodwill and Intangibles (Tables)

9 Months Ended

Mar. 31, 2013

Business Combinations, Goodwill and Intangibles [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The components of the consideration transferred in conjunction with the Liquent acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,731
Preliminary allocation of consideration transferred:
Accounts receivable	$	8,687
Other current and non-current assets	547
Property and equipment	1,382
Definite-lived intangible assets	32,600
Goodwill	51,449
Total assets acquired	94,665
Current liabilities	5,403
Deferred revenue, current	2,830
Deferred tax liabilities	11,701
Total liabilities assumed	19,934
Net assets acquired:	$	74,731

Liquent Acquisition [Member]

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollar amounts in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	21,500	11
Technology	7,800		8
Trade name	2,800		8
Backlog	500		1
Total	$	32,600

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Condensed Consolidated Statements Of Income and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Service revenue	$ 454,493	$ 355,992	$ 1,271,314	$ 1,003,897
Reimbursement revenue	68,958	56,037	197,794	156,592
Total revenue	523,451	412,029	1,469,108	1,160,489
Direct costs	311,917	241,445	892,646	691,718
Reimbursable out-of-pocket expenses	68,958	56,037	197,794	156,592
Selling, general and administrative	88,038	67,159	229,975	192,506
Depreciation	15,773	15,166	46,030	44,199
Amortization of Intangible Assets	2,891	2,198	6,018	6,542
Restructuring (benefit) charges	(732)	1,807	(1,150)	5,669
Total costs and expenses	486,845	383,812	1,371,313	1,097,226
Income from operations	36,606	28,217	97,795	63,263
Investment Income, Interest	806	1,250	2,940	4,009
Interest expense	(3,392)	(3,152)	(8,363)	(9,598)
Miscellaneous income (expense)	1,813	(4,373)	2,053	(2,856)
Total other expense	(773)	(6,275)	(3,370)	(8,445)
Income before income taxes	35,833	21,942	94,425	54,818
Provision for income taxes	6,309	(927)	28,494	9,448
Net income	29,524	22,869	65,931	45,370
Earnings per common share
Basic	$ 0.51	$ 0.38	$ 1.12	$ 0.76
Diluted	$ 0.50	$ 0.38	$ 1.10	$ 0.75
Shares used in computing earnings per common share
Basic	58,024	59,652	58,942	59,319
Diluted	59,074	60,494	60,005	60,272
Statement [Line Items]
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 13,118	$ 36,181	$ 69,675	$ 13,386

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Segment Information

9 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We have three reporting segments: Clinical Research Services (“CRS”), PCMS and Perceptive.

• CRS constitutes our core business and includes all phases of clinical research from Early Phase (encompassing the early stages of clinical testing that range from first-in-man through proof-of-concept studies) to Phase II-III and Phase IV, which we call Peri-Approval Clinical Excellence (“PACE”). Our services include clinical trials management and biostatistics, data management and clinical pharmacology, as well as related medical advisory, patient recruitment, clinical supply and drug logistics, pharmacovigilance, and investigator site services. We aggregate Early Phase with Phase II-III/PACE due to economic similarities in these operating segments.

• PCMS provides technical expertise and advice in such areas as drug development, regulatory affairs, product pricing and reimbursement, commercialization and strategic compliance. It also provides a full spectrum of market development, product development, and targeted communications services in support of product launch. Our PCMS consultants identify alternatives and propose solutions to address client issues associated with product development, registration, and commercialization.

• Perceptive provides information technology solutions designed to help improve clients’ product development and regulatory submission processes. Perceptive offers a portfolio of products and services that includes medical imaging services, ClinPhone^® randomization and trial supply management ("RTSM"), IMPACT^® clinical trials management systems ("CTMS"), DataLabs^® electronic data capture ("EDC"), web-based portals, systems integration, electronic patient reported outcomes ("ePRO"), and Liquent InSight® Regulatory Information Management (RIM) platform. These services are often bundled together and integrated with other applications to provide eClinical solutions for our clients.

We evaluate our segment performance and allocate resources based on service revenue and gross profit (service revenue less direct costs), while other operating costs are allocated and evaluated on a geographic basis. Accordingly, we do not include the impact of selling, general, and administrative expenses, depreciation and amortization expense, other income (expense), and income tax expense in segment profitability. We attribute revenue to individual countries based upon the revenue earned in the respective countries; however, inter-segment transactions are not included in service revenue. Furthermore, PAREXEL has a global infrastructure supporting its business segments, and therefore, assets are not identified by reportable segment.

Our segment results are as follows:

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Service revenue
CRS	$	342,387	$	263,372	$	960,134	$	746,652
PCMS	50,611		43,301		148,236		117,404
Perceptive	61,495		49,319		162,944		139,841
Total service revenue	$	454,493	$	355,992	$	1,271,314	$	1,003,897
Direct costs
CRS	$	246,882	$	188,520	$	709,463	$	539,111
PCMS	30,424		25,101		88,563		68,663
Perceptive	34,611		27,824		94,620		83,944
Total direct costs	$	311,917	$	241,445	$	892,646	$	691,718
Gross profit
CRS	$	95,505	$	74,852	$	250,671	$	207,541
PCMS	20,187		18,200		59,673		48,741
Perceptive	26,884		21,495		68,324		55,897
Total gross profit	$	142,576	$	114,547	$	378,668	$	312,179

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Restructuring Charges

9 Months Ended

Mar. 31, 2013

Restructuring Charges [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING CHARGES

In April 2011, we adopted a plan to restructure our operations to reduce expenses, better align costs with current and future geographic sources of revenue, and improve operating efficiencies (the “2011 Restructuring Plan”). The 2011 Restructuring Plan focused primarily on the Early Phase business and corporate functions. The total cost of the 2011 Restructuring Plan was approximately $14.7 million and included the elimination of approximately 150 managerial and staff positions.

We recorded the following charges (benefits) to our restructuring plans:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
2011 Restructuring Plan
Employee severance	$	—		$	1,966		$	(159	)	$	5,378
Facilities-related and other	(732		)	(105		)	(991		)	1,359
Total 2011 Plan	$	(732	)	$	1,861		$	(1,150	)	$	6,737
2010 Restructuring Plan
Employee severance	$	—		$	—		$	—		$	(984	)
Facilities-related	—			(54		)	—			(84		)
Total 2010 Plan	$	—		$	(54	)	$	—		$	(1,068	)
Total All Plans	$	(732	)	$	1,807		$	(1,150	)	$	5,669

Current activity charged against restructuring accruals is presented in the following table.

(in thousands)	Balance at		Provisions/ Adjustments			Payments/Foreign Currency Exchange			Balance at
	June 30, 2012								March 31, 2013
2011 Restructuring Plan
Employee severance costs	$	1,884	$	(159	)	$	(1,703	)	$	22
Facilities-related charges and other	3,663		(991		)	(1,439		)	1,233
2010 Restructuring Plan
Facilities-related charges	642		—			(132		)	510
Pre-2010 Plans
Facilities-related charges	1,585		—			(338		)	1,247
Total	$	7,774	$	(1,150	)	$	(3,612	)	$	3,012

The balances are included in accrued expenses and other non-current liabilities on our condensed consolidated balance sheets.

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Segment Information (Tables)

9 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Service Revenue, Direct Costs And Gross Profit On Service Revenue Of Reportable Segment

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Service revenue
CRS	$	342,387	$	263,372	$	960,134	$	746,652
PCMS	50,611		43,301		148,236		117,404
Perceptive	61,495		49,319		162,944		139,841
Total service revenue	$	454,493	$	355,992	$	1,271,314	$	1,003,897
Direct costs
CRS	$	246,882	$	188,520	$	709,463	$	539,111
PCMS	30,424		25,101		88,563		68,663
Perceptive	34,611		27,824		94,620		83,944
Total direct costs	$	311,917	$	241,445	$	892,646	$	691,718
Gross profit
CRS	$	95,505	$	74,852	$	250,671	$	207,541
PCMS	20,187		18,200		59,673		48,741
Perceptive	26,884		21,495		68,324		55,897
Total gross profit	$	142,576	$	114,547	$	378,668	$	312,179

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Equity and Earnings Per Share (Tables)

9 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings Per Common Share

(in thousands, except per share data)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Net income attributable to common stock	$	29,524	$	22,869	$	65,931	$	45,370
Weighted average number of shares outstanding, used in computing basic earnings per share	58,024		59,652		58,942		59,319
Dilutive common stock equivalents	1,050		842		1,063		953
Weighted average number of shares outstanding used in computing diluted earnings per share	59,074		60,494		60,005		60,272
Basic earnings per share	$0.51		$0.38		$1.12		$0.76
Diluted earnings per share	$0.50		$0.38		$1.10		$0.75
Anti-dilutive equity instruments (excluded from the calculation of diluted earnings per share)	717		1,869		396		2,209

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Commitments, Contingencies And Guarantees

9 Months Ended

Mar. 31, 2013

Commitments, Contingencies And Guarantees [Abstract]

Commitments, Contingencies And Guarantees

COMMITMENTS, CONTINGENCIES AND GUARANTEES

As a result of our 2013 Credit Agreement, the future minimum debt obligations are as follows:

(in thousands)	FY 2013		FY 2014		FY 2015		FY 2016		FY 2017		Thereafter		Total
Debt obligations (principal)	$	2,500	$	10,000	$	12,500	$	25,000	$	45,000	$	305,000	$	400,000

As of March 31, 2013, we had approximately $39.9 million in purchase obligations with various vendors for the purchase of computer software and other services over the next five years.

Our 2013 Credit Agreement is guaranteed by certain of our U.S. subsidiaries.

We have letter-of-credit agreements with banks totaling approximately $8.8 million guaranteeing performance under various operating leases and vendor agreements.

We periodically become involved in various claims and lawsuits that are incidental to our business. We believe, after consultation with counsel, that no matters currently pending would, in the event of an adverse outcome, either individually or in the aggregate, have a material impact on our consolidated financial statements.

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Income Taxes

9 Months Ended

Mar. 31, 2013

Income Tax Expense (Benefit) [Abstract]

Income Taxes

INCOME TAXES

We determine our global provision for corporate income taxes in accordance with FASB ASC 740, “Income Taxes.” We recognize our deferred tax assets and liabilities based upon the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Further, we follow a methodology in which we identify, recognize, measure and disclose in our financial statements the effects of any uncertain tax return reporting positions that we have taken or expect to take. The methodology is based on the presumption that all relevant tax authorities possess full knowledge of those tax reporting positions, as well as all of the pertinent facts and circumstances. Our quarterly effective income tax rate contains management's estimates of our annual projected profitability in the various taxing jurisdictions in which we operate. Since the statutory tax rates differ in the jurisdictions in which we operate, changes in the distribution of profits and losses may have a significant impact on our effective income tax rate.

As of March 31, 2013, we had $46.6 million of gross unrecognized tax benefits, of which $14.7 million would impact the effective tax rate if recognized. As of June 30, 2012, we had $53.8 million of gross unrecognized tax benefits, of which $10.0 million would impact the effective tax rate if recognized. The reserves for unrecognized tax positions primarily relate to exposures for income tax matters such as changes in the jurisdiction in which income is taxable. The $7.2 million net decrease in gross unrecognized tax benefits is primarily attributable to the expiration of statutes of limitation in Europe, Africa and the United States, and a settlement with tax authorities in Asia.

As of March 31, 2013, we anticipate that the liability for unrecognized tax benefits for uncertain tax positions could decrease by approximately $1.3 million over the next twelve months primarily as a result of the expiration of statutes of limitation and settlements with tax authorities.

We recognize interest and penalties related to income tax matters in income tax expense. As of March 31, 2013, $5.0 million of gross interest and penalties were included in our liability for unrecognized tax benefits. As of June 30, 2012, $6.1 million of gross interest and penalties were included in our liability for unrecognized tax benefits. Income tax expense recorded for the nine months ended March 31, 2013 and 2012 includes a benefit of approximately $1.0 million and $1.6 million, respectively, for interest and penalties.

We are subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. All material U.S. federal, state, and local income tax matters through 2005 have been concluded with the respective taxing authority. Substantially all material foreign income tax matters have been concluded for all years through 2000 with the respective taxing authority.

For the three and nine months ended March 31, 2013, we had effective income tax rates of 17.6% and 30.2%, respectively. The tax rates for the three and nine months ended March 31, 2013 were lower than the statutory rate of 35% primarily as a result of the reinstatement of the "look-through" provision of the U.S. tax code effective January 2, 2013. The reinstatement of the “look-through” provision, as well as the favorable effect of statutory rates applicable to income earned outside the United States, reduced the projected annual effective tax rate to a level below the expected statutory rate. These reductions were partially offset in the tax rate for the nine months ended March 31, 2013 by the limitation of certain compensation-related deductions. The tax rate for the three months ended March 31, 2013 was further reduced by a release of accrued interest and penalties on income tax exposures as a result of the expiration of statutes of limitation in Europe and Africa and a reduction in U.S. state deferred tax valuation allowances.

For the three and nine months ended March 31, 2012, we had effective income tax rates of (4.2)% and 17.2%, respectively. The tax rates for these periods were lower than the statutory rate primarily as a result of a benefit recorded in the first quarter of fiscal year 2012 related to a reduction in the statutory tax rate in the United Kingdom, a benefit recorded in the third quarter of fiscal year 2012 resulting from the release of income tax reserves and associated reserves for interest and penalties due to settlements with tax authorities and the expiration of statutes of limitation in Europe, as well as the effect of a lower projected annual effective tax rate for Fiscal Year 2012 on both the three and nine month periods. The projected annual effective tax rate is also lower than the expected statutory rate because of the favorable effect of statutory rates applicable to income earned outside the United States on the projected annual effective tax rate.

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Credit Agreements

9 Months Ended

Mar. 31, 2013

Line of Credit Facility [Abstract]

Lines Of Credit

2013 Credit Agreement

On March 22, 2013, we, certain of our subsidiaries, Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swingline Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), J.P. Morgan Securities LLC (“JPM Securities”), HSBC Bank USA, National Association (“HSBC”) and U.S. Bank, National Association (“US Bank”), as Joint Lead Arrangers and Joint Book Managers, JPMorgan Chase Bank N.A. (“JPMorgan”), HSBC and US Bank, as Joint Syndication Agents, and the other lenders party thereto entered into an amended and restated agreement (the “2013 Credit Agreement”) providing for a five-year term loan of $200 million and a revolving credit facility in the amount of up to $300 million, plus additional amounts of up to $200 million of loans to be made available upon our request subject to specified terms and conditions. A portion of the revolving credit facility is available for swingline loans of up to a sublimit of $75 million and for the issuance of standby letters of credit of up to a sublimit of $10 million.

On March 22, 2013, we drew down $107.5 million under the 2013 Credit Agreement resulting in total outstanding borrowings of $400 million as of March 31, 2013. We used the proceeds of the borrowing (i) to repay outstanding amounts under our existing four short-term credit facilities with each of Bank of America, HSBC, TD Bank, N.A. and US Bank (collectively, the “Short Term Credit Facilities”), (ii) for stock repurchases and (iii) for other general corporate purposes.

The obligations under the 2013 Credit Agreement are guaranteed by certain of our material domestic subsidiaries, and the obligations, if any, of any foreign designated borrower are guaranteed by us and certain of our material domestic subsidiaries.

Borrowings (other than swingline loans) under the 2013 Credit Agreement bear interest, at our determination, at a rate based on either (a) LIBOR plus a margin (not to exceed a per annum rate of 1.750%) based on a ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) (the “Leverage Ratio”) or (b) the highest of (i) prime, (ii) the federal funds rate plus 0.50%, and (iii) the one month LIBOR rate plus 1.00% (such highest rate, the “Alternate Base Rate”), plus a margin (not to exceed a per annum rate of 0.750%) based on the Leverage Ratio. Swingline loans in U.S. dollars bear interest calculated at the Alternate Base Rate plus a margin (not to exceed a per annum rate of 0.750%).

Loans outstanding under the 2013 Credit Agreement may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions contained in the 2013 Credit Agreement. The 2013 Credit Agreement terminates and any outstanding loans under it mature on March 22, 2018 (“the Maturity Date”).

Repayment of the principal borrowed under the revolving credit facility (other than a swingline loan) is due on the Maturity Date. Repayment of principal borrowed under the term loan facility is as follows, with the final payment of all amounts outstanding, plus accrued interest, being due on the Maturity Date:

• 1.25% by quarterly term loan amortization payments to be made commencing June 2013 and made prior to June 30, 2015;

• 2.50% by quarterly term loan amortization payments to be made on or after June 30, 2015, but prior to June 30, 2016;

• 5.00% by quarterly term loan amortization payments to be made on or after June 30, 2016, but prior to June 30, 2017;

• 7.50% by quarterly term loan amortization payment to be made on or after June 30, 2017, but prior to the Maturity Date; and

• 37.50% on the Maturity Date

Our obligations under the 2013 Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to material indebtedness, defaults relating to such matters as ERISA and judgments, and a change of control default.

The 2013 Credit Agreement contains negative covenants applicable to us and our subsidiaries, including financial covenants requiring us to comply with maximum leverage ratios and minimum interest coverage ratios, as well as restrictions on liens, investments, indebtedness, fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including stock repurchases exceeding an agreed to percentage of consolidated net income), and transactions with affiliates. As of March 31, 2013, we were in compliance with all covenants under the 2013 Credit Agreement.

In connection with the 2013 Credit Agreement, we agreed to pay a commitment fee on the revolving loan commitment calculated as a percentage of the unused amount of the revolving loan commitment at a per annum rate of up to 0.350% (based on the Leverage Ratio). To the extent there are letters of credit outstanding under the 2013 Credit Agreement, we will pay letter of credit fees plus a fronting fee and additional charges. We also paid various customary fees to secure this arrangement, which are being amortized using the effective interest method over the life of the debt.

As of March 31, 2013, we had $200 million of principal borrowed under the revolving credit facility and $200 million of

principal under the term loan. The outstanding amounts are presented net of debt issuance cost of approximately $3.6 million in our consolidated balance sheets. We have borrowing availability of $100 million under the revolving credit facility.

In September 2011, we entered into an interest rate swap agreement and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, the interest rate swap and cap agreements hedged principal under our 2011 Credit Agreement, as discussed below. The interest rate swap and cap agreements now hedge a portion of the principal under our 2013 Credit Agreement. Specifically, principal in the amount of $100.0 million under our 2013 Credit Agreement has been hedged with the interest rate swap agreement and carries a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million has been hedged with the interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, our debt under the 2013 Credit Agreement, including the $100.0 million of principal hedged with an interest swap agreement, carried an average annualized interest rate of 1.73%. These interest rate hedges were deemed to be fully effective in accordance with ASC 815, “Derivatives and Hedging,” and, as such, unrealized gains and losses related to these derivatives are recorded as other comprehensive income.

2012 Term Loan and Facilities

On December 20, 2012, we entered into a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, which was initially guaranteed by certain of our subsidiaries, but which guarantees were released in connection with the partial prepayment of the 2012 Term Loan in January 2013. The 2012 Term Loan was used to fund our acquisition of Liquent (see Note 2).

The 2012 Term Loan consisted of a term loan facility for $100.0 million, the full amount of which was advanced to us on December 21, 2012 and was scheduled to mature on June 30, 2013. Borrowings made under the 2012 Term Loan bore interest, at our option, at a base rate plus a margin (such margin not to exceed a per annum rate of 0.75%) based on a ratio of consolidated funded debt to EBITDA for the preceding twelve months (the “2012 Term Loan Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 1.75%) based on the 2012 Term Loan Leverage Ratio. As of March 31, 2013, all outstanding amounts under the 2012 Term Loan were fully repaid with the proceeds from the 2013 Credit Agreement.

On January 22, 2013, we entered into additional short term unsecured term loan agreements with each of HSBC, TD Bank, N.A., and US Bank, each in the amount of $25.0 million (collectively, the “2013 Facilities”). The key terms of the 2013 Facilities were substantially the same as the 2012 Term Loan, including the loan maturities on June 30, 2013, except that there were no guaranties provided by any of our subsidiaries. The $75.0 million aggregate proceeds of the 2013 Facilities were used to partially pay down balances owed under the 2012 Term Loan, and in connection with such payment, Bank of America released our subsidiaries from their guaranty obligations under the 2012 Term Loan.

As of March 31, 2013, all outstanding amounts under the 2013 Facilities were fully repaid with the proceeds from the 2013 Credit Agreement.

2011 Credit Agreement

On June 30, 2011, we entered into the 2011 Credit Agreement providing for a five-year term loan of $100 million and a five-year revolving credit facility in the principal amount of up to $300 million. The borrowings all carried a variable interest rate based on LIBOR, prime, or a similar index, plus a margin (such margin not to exceed a per annum rate of 1.75%).

On March 22, 2013, the 2011 Credit Agreement was amended and restated in its entirety by the 2013 Credit Agreement. All amounts outstanding under the 2011 Credit Agreement immediately prior to the execution of the 2013 Credit Agreement were deemed to be outstanding under the terms and conditions of the 2013 Credit Agreement.

As discussed above, in September 2011, we entered into an interest rate swap and an interest rate cap agreement. Prior to the execution of the 2013 Credit Agreement, principal in the amount of $100.0 million under the 2011 Credit Agreement had been hedged with an interest rate swap agreement and carried a fixed interest rate of 1.30% plus an applicable margin. Principal in the amount of $50.0 million had been hedged with an interest rate cap arrangement with an interest rate cap of 2.00% plus an applicable margin. As of March 31, 2013, the interest rate swap and cap agreements hedge a portion of the outstanding principal under our 2013 Credit Agreement.

During the nine months ended March 31, 2013, we made principal payments of $2.5 million on the term loan under the 2011 Credit Agreement.

Additional Lines of Credit

We have an unsecured line of credit with JP Morgan UK in the amount of $4.5 million that bears interest at an annual rate ranging between 2.00% and 4.00%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had $4.5 million available under this line of credit.

We have a cash pool facility with RBS Nederland, NV in the amount of 5.0 million Euros that bears interest at an annual rate ranging between 1.00% and 2.00%. We entered into this line of credit to facilitate business transactions. At March 31, 2013, we had 5.0 million Euros available under this line of credit.

We have a cash pooling arrangement with RBS Nederland, NV. Pooling occurs when debit balances are offset against credit balances and the overall net position is used as a basis by the bank for calculating the overall pool interest amount. Each legal entity owned by us and party to this arrangement remains the owner of either a credit (deposit) or a debit (overdraft) balance. Therefore, interest income is earned by legal entities with credit balances, while interest expense is charged to legal entities with debit balances. Based on the pool’s aggregate balance, the bank then (1) recalculates the overall interest to be charged or earned, (2) compares this amount with the sum of previously charged/earned interest amounts per account and (3) additionally pays/charges the difference. The gross overdraft balance related to this pooling arrangement was $55.7 million and $63.4 million at March 31, 2013 and June 30, 2012, respectively, and was included in cash and cash equivalents.

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Derivatives

9 Months Ended

Mar. 31, 2013

Summary of Derivative Instruments by Hedge Designation [Abstract]

Derivatives

DERIVATIVES

We are exposed to certain risks relating to our ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and foreign currency exchange rate risk. Accordingly, we have instituted interest rate and foreign currency hedging programs that are accounted for in accordance with ASC 815, “Derivatives and Hedging.”

• Our interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. We swap the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. We also employ an interest rate cap that compensates us if variable interest rates rise above a pre-determined rate. Our interest rate contracts are designated as hedging instruments.

• Our foreign currency hedging program is a cash flow hedge program designed to minimize foreign currency exchange rate volatility due to the foreign currency exchange exposure related to intercompany transactions. This program was expanded in the first quarter of our fiscal year ended June 30, 2013 in order to reduce the impact of foreign exchange rate risk on our gross margin. We primarily utilize forward currency exchange contracts and cross-currency swaps with maturities of no more than 12 months. These contracts are designated as hedging instruments.

We also enter into other economic hedges to mitigate foreign currency exchange risk and interest rate risk related to intercompany and significant external transactions. These contracts are not designated as hedges in accordance with ASC 815.

The following table presents the notional amounts and fair values of our derivatives as of March 31, 2013 and June 30, 2012. All asset and liability amounts are reported in other current assets, other current liabilities, and other liabilities in our consolidated balance sheets.

(in thousands)	March 31, 2013					June 30, 2012
	Notional Amount		Asset (Liability)			Notional Amount		Asset (Liability)
Derivatives designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	37,234	$	495		$	—	$	—
Cross-currency swap contracts	26,909		384			—		—
Derivatives in a liability position:
Interest rate contracts	150,000		(2,102		)	150,000		(2,415		)
Foreign exchange contracts	69,450		(3,170		)	—		—
Cross-currency swap contracts	—		—			25,106		(2,697		)
Total designated derivatives	$	283,593	$	(4,393	)	$	175,106	$	(5,112	)
Derivatives not designated as hedging instruments under ASC 815
Derivatives in an asset position:
Foreign exchange contracts	$	34,114	$	476		$	—	$	—
Derivatives in a liability position:
Cross-currency interest rate swap contracts	43,922		(2,620		)	43,405		(4,544		)
Foreign exchange contracts	12,382		(602		)	100,815		(213		)
Total non-designated derivatives	$	90,418	$	(2,746	)	$	144,220	$	(4,757	)
Total derivatives	$	374,011	$	(7,139	)	$	319,326	$	(9,869	)

We record the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated balance sheet, net of deferred taxes, and any ineffective portion to miscellaneous income (expense) in our consolidated statements of income. The gains (losses) recognized in other comprehensive income (loss), net of taxes, are presented below:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Derivatives designated as hedging instruments under ASC 815
Interest rate contracts, net of taxes	$	155		$	(105	)	$	281		$	(517	)
Foreign exchange contracts, net of taxes	(1,963		)	—			(1,736		)	—
Cross-currency swap contracts, net of taxes	741			(140		)	338			(853		)
Total designated derivatives	$	(1,067	)	$	(245	)	$	(1,117	)	$	(1,370	)

Under certain circumstances, such as the occurrence of significant differences between actual cash receipts and forecasted cash receipts, the ASC 815 programs could be deemed ineffective. The estimated net amount of the existing losses that are expected to be reclassified into earnings within the next twelve months is $3.2 million.

The change in the fair value of derivatives not designated as hedging instruments under ASC 815 is recorded to miscellaneous income (expense) on the consolidated statements of income. The gains (losses) recognized are presented below:

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013		March 31, 2012
Derivatives not designated as hedging instruments under ASC 815
Cross-currency interest rate swap contracts	$	2,051		$	(667	)	$	1,924	$	(3,782	)
Foreign exchange contracts	(347		)	1,469			87		209
Total non-designated derivatives	$	1,704		$	802		$	2,011	$	(3,573	)

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Restructuring Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Mar. 31, 2013
Restructuring Charges [Abstract]
Expected total cost of the plan	$ 14.7
Number of managerial and staff positions eliminated	150

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Stock-Based Compensation (Tables)

9 Months Ended

Mar. 31, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Classification Of Compensation Expense Within Consolidated Statements Of Income

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Direct costs	$	531	$	418	$	1,310	$	1,347
Selling, general and administrative	2,137		2,333		6,793		6,889
Total stock-based compensation	$	2,668	$	2,751	$	8,103	$	8,236

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Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Schedule Of Fair Value Hierarchy, Assets (Liabilities) Carried At Fair Value

(in thousands)	Level 1		Level 2			Level 3		Total
Interest rate derivative instruments	$	—	$	(4,722	)	$	—	$	(4,722	)
Foreign currency exchange contracts	—		(2,417		)	—		(2,417		)
Total	$	—	$	(7,139	)	$	—	$	(7,139	)

(in thousands)	Level 1		Level 2			Level 3		Total
Cash equivalents	$	81,123	$	—		$	—	$	81,123
Interest rate derivative instruments	—		(6,959		)	—		(6,959		)
Foreign currency exchange contracts	—		(2,910		)	—		(2,910		)
Total	$	81,123	$	(9,869	)	$	—	$	71,254

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Commitments, Contingencies And Guarantees Schedule of Contractual Obligation (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Contractual Obligation [Abstract]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	$ 2,500
Long-term Debt, Maturities, Repayments of Principal in Year Two	10,000
Long-term Debt, Maturities, Repayments of Principal in Year Three	12,500
Long-term Debt, Maturities, Repayments of Principal in Year Four	25,000
Long-term Debt, Maturities, Repayments of Principal in Year Five	45,000
Long-term Debt, Maturities, Repayments of Principal after Year Five	305,000
Long-term Debt, Gross	$ 400,000

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flow from operating activities:
Net Income (Loss) Attributable to Parent	$ 65,931	$ 45,370
Depreciation and amortization	52,048	50,741
Stock-based compensation	8,103	8,236
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Operating Activities	(3,830)	0
Provision for losses on receivables	(196)	738
Deferred income taxes	8,262	(9,384)
Other Noncash (Income) Expense	(333)	604
Changes in operating assets and liabilities	21,752	59,661
Net cash provided by (used in) operating activities:	151,737	155,966
Cash flow from investing activities:
Payments to Acquire Businesses, Net of Cash Acquired	(74,731)	0
Payments to Acquire Marketable Securities	(90,525)	(53,647)
Purchases of property and equipment	(50,101)	(38,163)
Proceeds from sale of assets	1,670	0
Proceeds from Collection of Notes Receivable	659	0
Net cash used in investing activities	(213,028)	(91,810)
Cash flow from financing activities:
Proceeds from issuance of common stock	12,054	8,263
Payments for Repurchase of Common Stock	(150,032)	0
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Financing Activities	3,830	0
Borrowing under credit agreement/facility	595,000	168,000
Repayments under credit agreements/facilities	415,000	183,750
Payments of Financing Costs	(1,231)	0
Repayments under other debt	0	(842)
Net cash (used in) provided by financing activities	44,621	(8,329)
Effect of exchange rate changes on cash and cash equivalents	1,704	(14,992)
Net increase (decrease) in cash and cash equivalents	(14,966)	40,835
Cash and cash equivalents at beginning of period	213,579	89,056
Cash and cash equivalents at end of period	198,613	129,891
Supplemental disclosures of cash flow information
Interest	7,261	8,782
Income taxes, net of refunds	$ 30,369	$ 7,038

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Stock-Based Compensation

9 Months Ended

Mar. 31, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

We account for stock-based compensation according to FASB ASC 718, “Compensation—Stock Compensation.” The classification of compensation expense within the consolidated statements of income is presented in the following table:

(in thousands)	Three Months Ended				Nine Months Ended
	March 31, 2013		March 31, 2012		March 31, 2013		March 31, 2012
Direct costs	$	531	$	418	$	1,310	$	1,347
Selling, general and administrative	2,137		2,333		6,793		6,889
Total stock-based compensation	$	2,668	$	2,751	$	8,103	$	8,236

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Basis Of Presentation (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Basis Of Presentation [Abstract]
Non-current deferred tax assets reclassified to current deferred tax assets	$ 10.4
Deferred financing costs reclassified to long-term debt	$ 3.2

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Jun. 30, 2012
Income Tax Holiday [Line Items]
Gross unrecognized tax benefits	$ 46.6		$ 46.6		$ 53.8
Gross unrecognized tax benefits that would impact the effective tax rate if recognized	14.7		14.7		10.0
Net decrease in liability for unrecognized tax benefits for uncertain tax positions			(7.2)
Anticipated liability decrease for unrecognized tax benefits for uncertain tax positions	1.3		1.3
Interest and penalties included in liability for unrecognized tax benefits	5.0		5.0		6.1
Interest and penalties included in income tax expense			$ 1.0	$ 1.6
Effective income tax rate	17.60%	(4.20%)	30.20%	17.20%

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Comprehensive Income (Tables)

9 Months Ended

Mar. 31, 2013

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Schedule Of Comprehensive Income

(in thousands)	Three Months Ended						Nine Months Ended
	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Net income	$	29,524		$	22,869		$	65,931		$	45,370
Unrealized loss on derivative instruments	(1,067		)	(245		)	(1,117		)	(1,370		)
Currency translation adjustments	(15,339		)	13,557			4,861			(30,614		)
Comprehensive income	$	13,118		$	36,181		$	69,675		$	13,386