8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 23, 2003

BioReliance Corporation
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)

0-22879	52-1541583
(Commission File Number)	(IRS Employer Identification No.)
14920 Broschart Road	20850
Rockville, Maryland	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (301) 738-1000

Not Applicable
(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets

Acquisition of Q-One Biotech Group Ltd.

     On September 23, 2003, BioReliance Corporation (the “Company”) completed the acquisition of Q-One Biotech Group Ltd., a privately-held company based in Glasgow, Scotland (“Q-One Biotech”) pursuant to (i) a Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Q-One Biotech) and (ii) a Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Satron Management Services (Technology) Limited) (collectively, the “Share Purchase Agreements”). Q-One Biotech provides safety testing and process validation services and contract manufacturing to the biopharmaceutical industry. Q-One Biotech’s services have included safety testing of biopharmaceuticals, human blood products, vaccines, transgenics and gene therapy products. Q-One Biotech’s primary facilities are located in Glasgow, Scotland and Worcester, Massachusetts.

     Under the terms of the Share Purchase Agreements, the Company purchased all of the outstanding capital stock of Q-One Biotech for an aggregate purchase price of approximately £42 million in cash, subject to post-closing adjustments and excluding transaction costs. Pending the determination of the post-closing adjustments £1.5 million has been placed in escrow.

     The purchase price was determined in arms-length negotiations between the parties. During such negotiations, the parties considered, among other things, the present condition of the business, operations and assets of Q-One Biotech, Q-One Biotech’s financial condition and the market for Q-One Biotech’s services. Before the consummation of the acquisition, no material relationships existed between the sellers and the Company or any of the Company’s affiliates, any officer or director of the Company, or any associate of any officer or director of the Company.

     The Company funded the purchase price of the acquisition, excluding transaction costs, with approximately $48.2 million of borrowings under a new senior secured credit facility with Bank of America, N.A. as administrative agent, security trustee and letter of credit issuer and Banc of America Securities LLC as the sole lead arranger and sole book manager. The Company funded the remainder of the purchase price with approximately $19.7 million of existing cash resources. The new credit facility is described in Item 5 below.

     The foregoing summary of the acquisition is qualified in its entirety be the specific terms and provisions of the Share Purchase Agreements, which are filed hereto as Exhibits 2.1 and 2.2.

Item 5. Other Events

New Senior Secured Credit Facility

     Pursuant to a Credit Agreement, dated August 12, 2003, among the Company and BioReliance (Glasgow) Ltd. as borrowers, certain subsidiaries of the Company as guarantors, Bank of America, N.A. as administrative agent, security trustee and letter of credit issuer, the lenders party thereto, and Banc of America Securities LLC as the sole lead arranger and sole book manager (the “Credit Agreement”), the Company may borrow up to $60 million for general corporate purposes, including working capital and capital expenditures, to refinance existing indebtedness and to finance the acquisition of Q-One Biotech. The credit facility consists of a $15 million revolving credit facility, a $35 million domestic term loan and a $10 million foreign term loan. The Company borrowed approximately $48.2 million to fund a portion of the purchase price paid in the Q-One Biotech acquisition, including a $3.2 million revolving loan and $45.0 million in term loans. Final amounts due under the revolving credit facility will become due and payable in full on September 30, 2006. The Company is required to make quarterly payments under the term loans beginning on December 31, 2003. Amounts due under the term loans will become due and payable in full on September 30, 2008.

     The credit facility includes negative covenants including, among others, those restricting the Company’s ability to incur liens on its assets, pay dividends, make investments, and incur additional indebtedness. The credit facility also contains customary financial covenants including, among others, those that require the Company to maintain a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum net worth. The credit facility includes customary events of default including, among other things, the Company’s failure to pay the principal or interest of any loan or letter of credit under the credit facility, a default or event of default of any other agreement involving indebtedness, insolvency by the Company or any of its subsidiaries, and change in control of the Company (as defined in the Credit Agreement).

     The interest rate on the credit facility is variable based on the ratio of total funded debt under the facility to the Company’s EBITDA. This ratio will be calculated and reported to the lenders quarterly.

     Pursuant to a Security Agreement, dated September 22, 2003, by and among the Company, BioReliance Acquisitions, Inc., BioReliance Viral Manufacturing, Inc., BioReliance Testing and Development LLC, BioReliance Manufacturing LLC, and Bank of America, N.A., the Company and certain if its subsidiaries have granted a security interest in all personal property currently owned or subsequently acquired to Bank of America, N.A. as administrative agent for the lenders as security for their obligations under the Credit Agreement.

     Pursuant to a Pledge Agreement, dated September 22, 2003, by and among the Company, BioReliance Acquisitions, Inc., BioReliance Viral Manufacturing, Inc., BioReliance Testing and Development LLC, BioReliance Manufacturing LLC, and Bank of America, N.A., the Company and certain of its subsidiaries have granted a security

interest in (1) 100% of the capital stock of each domestic subsidiary of the Company, (2) 65% of the issued and outstanding shares of capital stock entitled to vote of each foreign subsidiary and (3) 100% of the issued and outstanding Capital Stock not entitled to vote of each foreign subsidiary of the Company to Bank of America, N.A. as administrative agent for the lenders as security for their obligations under the Credit Agreement.

Item 7. Financial Statements and Exhibits

(a)	Financial statements of a business acquired.
	It is impracticable for the Company to provide the financial statements for the periods specified in Rule 3-05(b) of Regulation S-X at the time of filing of this Form 8-K. The Company will file the required financial statements as soon as practicable, but not later than sixty days after the date on which this Form 8-K must be filed.
(b)	Pro forma financial information.
	It is impracticable for the Company to provide the pro forma financial information required by Article 11 of Regulation S-X at the time of filing of this Form 8-K. The Company will file the required pro forma financial information as soon as practicable, but not later than sixty days after the date on which this Form 8-K must be filed.
(c)	Exhibits.

2.1	Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Q-One Biotech)
2.2	Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Satron Management Services (Technology) Limited)
10.1	Credit Agreement, dated August 12, 2003, among BioReliance Corporation and BioReliance (Glasgow) Ltd., as Borrowers, the subsidiaries of BioReliance Corporation identified therein, as Guarantors, Bank of America, N.A. as Administrative Agent, Security Trustee and L/C issuer, the Lenders party thereto and Banc of America Securities LLC as the Sole Lead Arranger and Sole Book Manager.
10.2	Amendment No. 1 and Consent (of the Credit Agreement), dated September 22, 2003, by and among BioReliance Corporation,

	BioReliance (Glasgow) Ltd., the Guarantors and Lenders party thereto and Bank of America, N.A., as Administrative Agent.
10.3	Form of Revolving Note, dated September 22, 2003, by BioReliance Corporation.
10.4	Form of Term Note, dated September 22, 2003, by BioReliance Corporation/BioReliance (Glasgow), Ltd.
10.5	Security Agreement, dated September 22, 2003, by and among BioReliance Corporation, BioReliance Viral Manufacturing, Inc., BioReliance Manufacturing LLC, BioReliance Testing and Development LLC, BioReliance Acquisitions, Inc. and Bank of America, N.A., as Administrative Agent.
10.6	Pledge Agreement, dated September 22, 2003, by and among BioReliance Corporation, BioReliance Viral Manufacturing, Inc., BioReliance Manufacturing LLC, BioReliance Testing and Development LLC, BioReliance Acquisitions, Inc. and Bank of America, N.A., as Administrative Agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIORELIANCE CORPORATION
By:	/s/ John L. Coker John L. Coker
	Senior Vice President, Finance and Administration and Chief Financial Officer

                     Date: October 8, 2003

EXHIBIT INDEX

2.1	Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Q-One Biotech)
2.2	Share Purchase Agreement, dated August 12, 2003, among BioReliance Corporation, BioReliance (Glasgow) Limited and the sellers named therein (relating to the acquisition of shares of Satron Management Services (Technology) Limited)
10.1	Credit Agreement, dated August 12, 2003, among BioReliance Corporation and BioReliance (Glasgow) Ltd., as Borrowers, the subsidiaries of BioReliance Corporation identified therein, as Guarantors, Bank of America, N.A. as Administrative Agent, Security Trustee and L/C issuer, the Lenders party thereto and Banc of America Securities LLC as the Sole Lead Arranger and Sole Book Manager.
10.2	Amendment No. 1 and Consent (of the Credit Agreement), dated September 22, 2003, by and among BioReliance Corporation, BioReliance (Glasgow) Ltd., the Guarantors and Lenders party thereto and Bank of America, N.A., as Administrative Agent.
10.3	Form of Revolving Note, dated September 22, 2003, by BioReliance Corporation.
10.4	Form of Term Note, dated September 22, 2003, by BioReliance Corporation/BioReliance (Glasgow), Ltd.
10.5	Security Agreement, dated September 22, 2003, by and among BioReliance Corporation, BioReliance Viral Manufacturing, Inc., BioReliance Manufacturing LLC, BioReliance Testing and Development LLC, BioReliance Acquisitions, Inc. and Bank of America, N.A., as Administrative Agent.
10.6	Pledge Agreement, dated September 22, 2003, by and among BioReliance Corporation, BioReliance Viral Manufacturing, Inc., BioReliance Manufacturing LLC, BioReliance Testing and Development LLC, BioReliance Acquisitions, Inc. and Bank of America, N.A., as Administrative Agent.

EX-2.1 3 w89404exv2w1.htm EXHIBIT 2.1

Exhibit 2.1

SHARE PURCHASE AGREEMENT

between

(1) GILLIAN MARGARET LEES and OTHERS

(2) ROSLYN McLAUGHLIN and OTHERS

(3) SATRON MANAGEMENT SERVICES (TECHNOLOGY)
LIMITED

(4) BIORELIANCE (GLASGOW) LIMITED as Purchaser

and

(5) BIORELIANCE CORPORATION

Agreement for the sale and purchase of shares in the capital of
Q-One Biotech Group Limited

Princes Exchange
1 Earl Grey Street
EDINBURGH
EH3 9AQ
Telephone: 0131 777 7000
Facsimile: 0131 777 7003
E-Mail: enquiries@mcgrigors.com
Web Site: http://www.mcgrigors.com

TABLE OF CONTENTS

Clause	Heading	Page No.
1	DEFINITIONS AND INTERPRETATION		1
1.1	Definitions		1
1.2	Interpretation and Construction		8
1.3	Other References		9
1.4	Subsidiaries		9
2	CONDITIONS		10
2.1	Conditional Agreement		10
2.2	Purchaser’s Notification		10
2.3	Vendors’ Notification		10
2.4	Condition Precedent		10
3	INTERIM PERIOD		10
3.1	Vendors’ Obligations		10
3.2	Further Obligations		11
3.3	Breach of Vendors’ Obligations		12
3.4	Exclusivity Letter		12
4	SALE AND PURCHASE		12
4.1	Obligation to sell and purchase		13
4.2	Obligations of Employee Trust		13
4.3	Waiver of rights		13
4.4	Sale of all Sale Shares		13
4.5	Undertakings from Employee Trust and Purchaser		13
4.6	Retention of payment for Ordinary Shares		14
5	CONSIDERATION		14
5.1	Consideration		14
5.2	Apportionment of Consideration between the Sale Shares and the entire issued share capital of Satron under the Satron Agreement		14
5.3	Consideration to be satisfied on Completion		15
5.4	Consideration to be satisfied after Completion		15
5.5	The Completion Balance Sheet		16
5.6	Entitlement to consideration		17
5.7	Deductions		17
6	COMPLETION		17
6.1	Time and place		17
6.2	Meetings		19
6.3	Satron Obligations		20
6.4	Purchaser’s obligations		20
6.5	Failure of the Vendors		21
6.6	Failure of the Purchaser		21
6.7	Effect of Rescission		21
6.8	Exclusivity Letter		21
6.9	Insurance		22
7	WARRANTIES		22
7.1	Extent of the Warranties		22
7.2	Warrantors’ knowledge		24
7.3	Deductions		24

(i)

Clause	Heading	Page No.
8	PROTECTION OF GOODWILL		24
8.1	Definitions		24
8.2	Undertakings		25
8.3	Independence of undertakings		26
8.4	Severability of undertakings		26
8.5	Exclusion		26
9	ANNOUNCEMENTS		26
9.1	Restrictions on announcements		26
9.2	Exceptions to restrictions		27
9.3	Time limit		27
10	ASSIGNATION		27
11	NO PARTNERSHIP OR AGENCY		27
12	SEVERANCE AND AMENDMENTS		28
12.1	Illegal, invalid and unenforceable provisions		28
12.2	Modification or deletion of illegal, invalid or unenforceable provisions		28
12.3	Substitution of provision		28
12.4	Amendments		28
13	GUARANTEE		28
13.1	Guarantee		28
13.2	Continuing Guarantee not affected by other action/inaction		28
13.3	Guarantee valid despite defect		29
14	SURVIVAL OF OBLIGATIONS		29
14.1	Continuing obligations		29
14.2	Continuing effect or force of provisions		29
15	TIME LIMITS		29
16	CONSENTS		29
17	POWER OF ATTORNEY		29
17.1	Appointment of attorney		29
17.2	Ratification of attorney acts		30
17.3	Power of attorney irrevocable for limited period		30
18	WAIVERS AND REMEDIES		30
19	SUCCESSORS		30
19.1	Agreement binding on successors		30
19.2	Agreement binding on assignees		31
20	COSTS AND STAMP DUTY		31
20.1	Payment of costs, losses and expenses		31
20.2	Stamp Duty		31
21	NOTICES		31
21.1	Notices and deemed receipt		31

(ii)

Clause	Heading	Page No.
21.2	Addresses for notices		31
21.3	No electronic service		32
22	ENTIRE AGREEMENT		32
22.1	Agreement constitutes entire agreement		32
22.2	Acknowledgement from Purchaser		32
23	GOVERNING LAW AND JURISDICTION		33
23.1	Governing Law		33
23.2	Jurisdiction		33
SCHEDULE
PART 1 The Vendors			42
PART 2 The Company			46
PART 3 The Subsidiaries			47
PART 4 The Heritable Property			50
PART 5 The Leasehold Property			51
PART 6 Title Warranties			52
PART 7 Commercial Warranties			53
PART 8 Taxation Warranties			69
PART 9A Trade Marks			73
PART 9B Domain Names			74
PART 9C Patents			75
PART 9D Intellectual Property Agreements			76
PART 10 Limitations on Liability			77
PART 11 Agreed Forms			80
PART 12 The Satron Shareholders			81
PART 13 Agreed Form for Calculation of Working Capital Statement			82
PART 14 Index of Documents contained in the Data Room			85

(iii)

THIS AGREEMENT is made the day         of                2003 between:-

(1)	THE PERSONS whose names and addresses are set out in Column (1) of Schedule Part 1 (the “Vendors”);
(2)	THE PERSONS whose names and addresses are set out in Schedule Part 12 (together the “Satron Shareholders”);
(3)	SATRON MANAGEMENT SERVICES (TECHNOLOGY) LIMITED, a company registered in Scotland with registered number SC199246 and having its registered office at Alexander Stephen House, 91 Holmfauld Road, Glasgow, Lanarkshire, G51 4RY (“Satron”);
(4)	BIORELIANCE (GLASGOW) LIMITED a company registered in Scotland with registered number SC251884 of Innovation Park, Hillfoots Road, Stirling, FK9 4NF (the “Purchaser”); and
(5)	BIORELIANCE CORPORATION of 14920 Broschart Road, Rockville, Maryland 20850-3349 USA (the “Guarantor”).

WHEREAS:-

(A)	Q-One Biotech Group Limited (the “Company”) is a private company limited by shares. Further details of the Company and its Subsidiaries are set out in the Schedule Parts 2 and 3.
(B)	Each Vendor is the registered holder and beneficial owner or is otherwise able to procure the transfer of the numbers of Sale Shares shown opposite their respective names in Column (2) of Schedule Part 1, such numbers of Sale Shares comprising in aggregate the entire issued and allotted share capital of the Company other than the Satron Shares (as hereinafter defined).
(C)	The Vendors have agreed to sell or procure the sale of and the Purchaser has agreed to purchase the Sale Shares for the consideration and upon the terms and conditions set out in this Agreement.
(D)	The Satron Shareholders have agreed to sell or procure the sale of and the Purchaser has agreed to purchase the whole of the share capital of Satron for the consideration and upon the terms and conditions set out in the Satron Agreement.

IT IS AGREED as follows:-

1	DEFINITIONS AND INTERPRETATION
1.1	Definitions
	In this Agreement unless the context requires otherwise:-
	“3i” means 3i Group plc and 3i plc;
	“Accounting Date” means 31 March 2003;

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“Accounting Requirements” means generally accepted accounting principles, Statements of Standard Accounting Practice, Financial Reporting Standards and Pronouncements of the Urgent Issues Task Force, each in the United Kingdom;

“Accounts” means:-

(a)	the audited balance sheet of the Company and each of the Subsidiaries (save for Q-One Biotech Inc whose accounts are not audited) and the audited consolidated balance sheet of the Company and the Subsidiaries (save for Q-One Biotech Inc whose accounts are not audited) as at the Accounting Date; and
(b)	the audited profit and loss account of the Company and each of the Subsidiaries (save for Q-One Biotech Inc whose accounts are not audited) and the audited consolidated profit and loss account of the Company and the Subsidiaries (save for Q-One Biotech Inc whose accounts are not audited) ending on the Accounting Date; and
(c)	the notes and Directors and Accountants reports attached thereto;

“Agreement” means this agreement including the Schedule and the Recitals;

“Articles” means the new articles of association of the Company adopted of even date with the date of execution of this Agreement;

“Associate” means:-

(a)

in relation to a person, an associated company of that person or a person who is connected with that person (and whether a person is an associated company or is so connected shall be determined in accordance with Sections 416 and 839 of the Taxes Act save that in construing Section 839 the term “control” shall have the meaning given by Section 840 or Section 416 of that Act so that there shall be control wherever either of the said Sections would so require); and

(b)

in relation to a company, any subsidiary or subsidiary undertaking or holding company of such company and any other subsidiary or subsidiary undertaking of any holding company of such company;

“Bank” means Coutts & Co, 188 Fleet Street, London, EC4A 2HT or such other bank as may be agreed between the Vendors’ Representatives and the Purchaser;

“Brattle Shareholder” means Malcolm Brattle;

“Brattle Shareholder Warranty Cap” means 85% of the Consideration paid to Malcolm Brattle, Janet Brattle, Jeremy Brattle and Andrew Brattle being the maximum liability for Claims under the Warranties, the Tax Deed and this Agreement (other than Clause 8);

“Business” means the business of biosafety testing, process validation and biomanufacturing and related activities carried on by the Company or any of the Subsidiaries at the Completion Date;

“Cash” means the positive bank and cash balances as shown by the Completion Balance Sheet;

“Cash Consideration” means the amount set out in Clause 5;

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“Companies Acts” means the 1985 Act, the Business Names Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Company Directors Disqualification Act 1986, and the 1989 Act, together;

“Completion” means completion of the sale and purchase of the Sale Shares by virtue of the performance by the Vendors, the Satron Shareholders and the Purchaser of the obligations assumed by them respectively under Clauses 4 (Sale and Purchase) and 6 (Completion);

“Completion Balance Sheet” means the consolidated balance sheet of the Company as at the close of business on the Completion Date prepared in accordance with Clause 5 of this Agreement and the Schedule Part 13;

“Completion Date” means the day on which Completion takes place being a date not later than 24 September 2003 unless otherwise agreed among the Vendors and the Purchaser;

“Conditions” means the conditions set out in Clause 2.1;

“Confidential Information” means all information of the Company and the Subsidiaries which is not in the public domain or has not otherwise been made generally available to the public including but without limitation, all business, financial, operational, customer and marketing information and trade secrets in relation to the Business and any information in respect of which any member of the Group is bound by an obligation of confidence to a third party and the know-how;

“Consideration” has the meaning set out in Clause 5.1;

“Data Room” means the data room situated at the Offices of McGrigor Donald containing the documents listed in the Data Room Index;

“Data Room Index” means those documents contained in the Data Room and listed in Schedule Part 14;

“Debt” means bank overdraft and bank and other debt (other than the Letter of Credit or any operating leases) as shown by the Completion Balance Sheet which is not included in the definition of Creditors set out in the Schedule Part 13;

“Directors” means the directors of the Company and/or the Subsidiaries named in the Schedule Parts 2 and 3;

“Disclosure Letter” means a letter (together with all documentation annexed thereto) described as such of even date from the Vendors’ Solicitors on behalf of the Warrantors disclosing matters for the purpose of Clause 7 and delivered to, and acknowledged in writing with specific reference to this Agreement by, the Purchaser’s Solicitors on behalf of the Purchaser prior to the Purchaser’s execution hereof;

“Domain Names” means the internet addresses owned or used by the Company and/or the Subsidiaries as set out in the Schedule Part 9B;

“Employees” means all of the current employees of the Company and/or the Subsidiaries being the employees, details of whom are annexed to the Disclosure Letter;

“Employee Trust” means the Q-One Biotech Limited Employee Benefits Trust;

“Encumbrance” means in respect of any property, asset or right, any interest or equity of any person (including but without limitation any right to acquire, option or right of pre-

3

emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or other security or third party agreement or arrangement of whatsoever nature over or in that property, asset or right;

“Environmental Warranties” means the Warranties set out in paragraph 9 of the Schedule Part 7;

“ERA” means the Employment Rights Act 1996 (as amended);

“Escrow Account” means the interest bearing account with the Bank operated jointly by the Vendors’ Solicitors and the Purchaser’s Solicitors pursuant to the Escrow Account Instruction Letter;

“Escrow Account Instruction Letter” means the letter in the agreed form to be executed at Completion by the Vendors, the Satron Shareholders and the Purchaser and addressed to the Vendors’ Solicitors and the Purchaser’s Solicitors;

“Estimated Bank Overdraft” means the overdraft of the Company with the Bank of Scotland as shown by the Company’s books and ledgers at close of business on the business day immediately before the Completion Date plus an amount of £200,000, such aggregate amount not to exceed £3,000,000;

“Estimated Debt” means Estimated Bank Overdraft and bank and other debt (other than the Letter of Credit or any operating leases) as shown by the Company’s books and ledgers at close of business on the business day immediately before the Completion Date which is not included in the definition of Creditors set out in the Schedule Part 13;

“Exclusivity Letter” means the letter dated 9 July 2003 between the parties to this Agreement relating to the granting of a period of exclusivity and the payment of deposits on account of the Consideration;

“FSMA” means the Financial Services and Markets Act 2000;

“Gormly Shareholder” means Vera Margaret Gormly in her personal capacity only and not as a trustee of the AGG 1997 A & M Trust;

“Gormly Shareholder Warranty Cap” means the aggregate of the sum of £850,000 plus 85% of the Consideration paid to Mrs Vera Margaret Gormly, Mr Alisdair Gormly, Dr Lynn Gardner and AGG 1997 A&M Trust under the Satron Agreement being the maximum liability for claims under the Warranties, the Tax Deed and this Agreement, other than Clause 8, and in respect of any and all claims under the Satron Agreement and the Satron Tax Deed;

“Group” means the Company and the Subsidiaries, together;

“Heritable Property” means the heritable property belonging to the Company and/or the Subsidiaries, a brief description of which is set out in the Schedule Part 4;

“Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent, incurred in respect of (i) money borrowed or raised, (ii) any bond, note, loan stock, debenture or similar instrument, (iii) acceptance or documentary credit facilities, (iv) foreign exchange options, (v) rental payments under leases (other than operating leases) and hire purchase agreements and instalments under conditional sale agreements (in all cases whether in respect of land, machinery, equipment or otherwise) entered into primarily as a method of raising finance or

4

of financing the acquisition or use of the asset concerned and (vi) guarantees, indemnities, bonds, standby letters of credit or other instruments issued in connection with the performance of contracts and or in respect of the indebtedness of any other person;

“Interim Period” means the period between exchange of this Agreement and the date of Completion or, if earlier, the date upon which this Agreement lapses pursuant to Clause 2.4;

“Leasehold Property” means the property held by the Company and/or the Subsidiaries on leasehold title, a brief description of which, including subjects, rent and commencement and expiry dates, is set out in the Schedule Part 5;

“Lees Shareholder” means Gillian Lees;

“Lees Shareholder Warranty Cap” means the aggregate of 85% of the Consideration paid to Gillian Lees, Lauren Lees and Stacie Lees being the maximum liability for Claims under the Warranties, the Tax Deed and this Agreement (other than Clause 8);

“Letter of Credit” means the letter of credit in place with Fleet Bank in respect of Q-One Biotech Inc’s obligations under its lease of premises at Five Biotech, 381 Plantation Street, Worcester, MA01605;

“Loan Note Consideration” means the Loan Notes;

“Loan Note Instrument” means the guaranteed loan note instrument in connection with the issue of Loan Notes to be executed by the Purchaser at Completion in the agreed form:

“Loan Notes” means up to £7,500,000 nominal value of variable rate loan notes of the Purchaser constituted by the Loan Note Instrument;

“Losses” means actions, proceedings, losses, damages, liabilities, claims, costs and expenses including fines, penalties, clean-up costs, legal and other professional fees and any VAT payable in relation to any such matter, circumstance or item except to the extent that the Purchaser obtains credit for such VAT as input tax;

“Management Accounts” means the management accounts of the Group for the period beginning on the Accounting Date and ending on 30 June 2003;

“1985 Act” means the Companies Act 1985;

“1989 Act” means the Companies Act 1989;

“Onions Shareholder” means David Onions;

“Onions Shareholder Warranty Cap” means the aggregate of 85% of:-

(a)	the Cash Consideration paid to David Onions, Alexandra Onions, Sam Edward Onions, Adam Zac Onions and the Trustees of the Alexandra Onions 1998 Children’s Settlement; and
(b)	the nominal amount of the Loan Notes issued to David Onions,

being the maximum liability for Claims under the Warranties, the Tax Deed and this Agreement (other than Clause 8);

“Parrott Shareholder” means Margaret Parrott;

5

“Parrott Shareholder Warranty Cap” means the aggregate of the sum of £850,000 plus 85% of the Consideration paid to Mrs Margaret Parrott, Mrs Roslyn McLaughlin, Mrs Vivien Howe and Mrs Gillian Donaghy under the Satron Agreement being the maximum liability for claims under the Warranties, the Tax Deed and this Agreement (other than Clause 8) and in respect of any and all claims under the Satron Agreement and the Satron Tax Deed;

“Past Accounts” means the individual audited accounts of the Company and each of the Subsidiaries (save for Q-One Biotech Inc whose accounts have not been audited) and also the audited consolidated balance sheets of the Group for the two financial years immediately preceding the financial year ended on the Accounting Date and the audited consolidated profit and loss accounts of the Group for the same periods and the respective notes thereto and directors and auditors reports thereon;

“Pre-Completion Dividends” means the dividends to be paid prior to Completion of £3.5 million in aggregate to the holders of the A Ordinary Shares of £1 each and £1.7 million in aggregate to the holders of the C Ordinary Shares of £1 each;

“Property” means the Heritable Property and the Leasehold Property together (or any part thereof) and “Properties” shall be construed accordingly;

“Purchaser’s Accountants” means PricewaterhouseCoopers LLP of 1 Embankment Place, London, WC2N 6RH;

“Purchaser’s Solicitors” means Jones Day Gouldens of 10 Old Bailey, London EC4M 7NG;

“Quip” means Quip Technology Limited;

“Q-One” means Q-One Biotech Limited;

“Q-One Inc” means Q-One Biotech Inc;

“Registered Intellectual Property” means the registered intellectual property listed in the Schedule Parts 9A, 9B and 9C;

“Sale Shares” means the 92,000 Ordinary Shares of £1 each, 28,000 ‘A’ Ordinary Shares of £1 each, 20,000 ‘B’ Ordinary Shares of £1 each and such of the 39,788 ‘E’ Ordinary Shares of £0.25 each in the capital of the Company as the trustees of the Employee Trust are entitled to sell or procure the sale to the Purchaser at the Completion Date with the balance of the 39,788 ‘E’ Ordinary Shares of £0.25 each in the capital of the Company being acquired by the Purchaser after the Completion Date

(i)	pursuant to the exercise of the drag along provisions set out in Article 40 of the Articles; and
(ii)	pursuant to a transfer by the trustees of the Employee Trust of such ‘E’ Ordinary Shares of £0.25 each in the capital of the Company in respect of which options have lapsed after the Completion Date in accordance with the provisions of the relevant Share Option Scheme;

“Satron Agreement” means the agreement between the Satron Shareholders and the Purchaser of even date herewith for the sale and purchase of the whole of the issued share capital of Satron;

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“Satron Shares” means the 49,000 C Ordinary Shares of £1 each in the capital of the Company registered in the name of Satron;

“Satron Tax Deed” means the agreement between certain of the Satron Shareholders and the Purchaser to be delivered on Completion pursuant to the Satron Agreement;

“Subsidiaries” means the subsidiaries of the Company named in the Schedule Part 3;

“Taxation” or “Tax” means all forms of taxation, duties, imposts, charges, withholdings, contributions, impositions and levies whatsoever and whenever imposed and whether of the United Kingdom or elsewhere and without prejudice to the generality of the foregoing includes:

(c)

income tax, corporation tax, advance corporation tax, capital gains tax, inheritance tax, value added tax, customs and other import duties, national insurance and social security contributions and any payment whatsoever which a Group Company may be or becomes legally bound to make to any person, revenue, customs or fiscal authority or any other body or authority as a result of any enactment relating to taxation and any other taxes, duties, levies or imposts supplementing or replacing any of the foregoing; and

(d)

all interest, fines or penalties reasonably and properly incurred by the Purchaser or a Group Company in respect of and relating to any of the foregoing but excluding, for the avoidance of doubt, any such interest, fines or penalties to the extent attributable to any act, omission, negligence or delay on the part of the Purchaser, a Group Company or their respective employees or agents after Completion

“Taxes Act” means the Income and Corporation Taxes Act 1988;

“Tax Deed” means the tax undertaking described as such, in the agreed form, granted by the Warrantors to the Purchaser at Completion;

“Tax Warranties” means the statements set out in the Schedule Part 8;

“TCGA” means the Taxation of Chargeable Gains Act 1992;

“Third Party Claim” means a claim by a person for damages or an injunction or any other relief or remedy;

“Title Warranties” means the statements set out in the Schedule Part 6;

“Trade Marks” means the trade or service mark applications or registered trade or service marks, registered protected designations or origin, registered protected geographic origins, refilings, renewals or reissues thereof, unregistered trade or service marks, get-up and company names in each case with any and all associated goodwill as set out in the Schedule Part 9A;

“VATA” means Value Added Taxes Act 1992;

“Vendors’ Accountants” means Ernst & Young LLP of George House, 50 George Square, Glasgow G2 1RR;

“Vendors’ Representatives” means Malcolm Brattle, Allan Gormly, Gillian Lees, David Onions, Allan Parrott and Mark Kerr of 3i Group plc who shall be authorised by each of the

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	Vendors and the Satron Shareholders to agree the Completion Balance Sheet and Working Capital Statement and the calculation of the Consideration;
	“Vendors’ Solicitors” means McGrigor Donald Solicitors, of Princes Exchange, 1 Earl Grey Street, Edinburgh, EH3 9AQ;
	“Warranties” means the statements set out in Clause 7 (Warranties) and the Schedule Parts 6, 7 and 8; and
	“Warrantors” means the Gormly Shareholder, the Parrott Shareholder, the Lees Shareholder, the Onions Shareholder and the Brattle Shareholder together;
	“Working Capital” means the working capital at Completion as shown by the Working Capital Statement;
	“Working Capital Statement” means the statement in the form set out in Schedule Part 13;
1.2	Interpretation and Construction
1.2.1	In this Agreement, unless otherwise specified or the context otherwise requires:-

(a)	words importing the singular shall include the plural and vice versa;
(b)	words importing any gender shall include either gender;
(c)	reference to a Clause or Recital is to a clause or recital of this Agreement;
(d)	reference to the Schedule is to the schedule to this Agreement;
(e)	reference to a part or paragraph is to a part or paragraph in the Schedule;
(f)	words importing the whole shall be treated as including a reference to any part thereof;
(g)	reference to any statute, regulation, directive, treaty or part thereof shall be construed as reference thereto as amended or re-enacted or as the application thereof is modified by other provisions from time to time (whether before or after the date of this Agreement) and shall be construed as including references to any order, instrument, regulation or other subordinate legislation made pursuant thereto except to the extent that any amendment, extension, consolidation, re-enactment or replacement takes effect after the date hereof and has the effect of increasing or extending the liability of any party to this Agreement;
(h)	reference to any Scottish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than Scotland be deemed to include that which most approximates in that jurisdiction to the Scottish legal term; and
(i)	reference to this Agreement or to any other document shall be construed as references to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time.

1.2.2 Headings used in this Agreement shall not affect its construction or interpretation.

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1.3	Other References
1.3.1	Words and expressions defined in the Tax Deed shall to the extent not inconsistent bear the same meaning in this Agreement.
1.3.2	In this Agreement a reference to:-

(a)	“writing” or “written” includes faxes and any non-transitory form of visible reproduction or words but for the avoidance of doubt excludes electronic mail.
(b)	a “business day” means a day, other than a Saturday or a Sunday, on which clearing banks are open for commercial business in Edinburgh and London;
(c)	a document being “in the agreed form” means that it shall be either:-

(i)	in the form agreed by the Vendors’ Solicitors and the Purchaser’s Solicitors and for identification signed, prior to the Purchaser’s execution hereof, by or on behalf of the Purchaser and the Vendors; or
(ii)	granted, entered into or delivered and accepted at Completion;

(d)	a “subsidiary” means a subsidiary within the meaning ascribed to such expression by sections 736 and 736A, of the 1985 Act;
(e)	a “subsidiary undertaking” means a subsidiary undertaking within the meaning ascribed to such expression by section 258, of the 1985 Act;
(f)	a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality and wherever incorporated or established) or two or more of the foregoing; and
(g)	a time of the day is to London time and references to a day are to a period of 24 hours running from midnight.

1.3.3	Words and phrases defined in any part of this Agreement bear the same meanings throughout this Agreement.
1.3.4	The Schedules and Recitals form part of this Agreement and have the same full force and effect as if expressly set out in their entirety in the operative part of this Agreement.
1.4	Subsidiaries
	In this Agreement, including in Clause 3 (Interim Period), Clause 8 (Protection of Goodwill) and Schedule Parts 6, 7 and 8 the expression the “Company” shall, unless otherwise specified or the context otherwise requires, mean the Company and each of the Subsidiaries severally so that each Warranty, undertaking or other obligation is given with respect to each such company individually and “Companies” shall be construed accordingly.

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2	CONDITIONS
2.1	Conditional Agreement
	The obligations of the Purchaser under Clauses 4 (Sale and Purchase), Clause 5 (Consideration) and Clause 6 (Completion) are conditional upon:

(a)	the Office of Fair Trading indicating in terms reasonably acceptable to the Purchaser that it does not intend to refer the acquisition of the Company pursuant to this Agreement or any matter arising therefrom to the Competition Commission;
(b)	the Satron Agreement becoming unconditional in all respects other than any condition relating to this Agreement becoming unconditional; and
(c)	the Purchaser’s acquisition finance facility having become unconditional in all respects other than any conditions relating to this Agreement becoming unconditional.

2.2	Purchaser’s Notification
	The Purchaser shall notify the Vendors Representatives, on behalf of the Vendors, as soon as reasonably practicable after the condition precedent contained in Clause 2.1 (a) has been satisfied.
2.3	Vendors’ Notification
	The Vendors (other than 3i) shall procure that notice is given by the Company to the Purchaser of the amount of the Estimated Debt as soon as practicable after close of business on the business day immediately prior to the Completion Date.
2.4	Condition Precedent
	If by 24 September 2003 the Conditions have not been satisfied or waived by the Purchaser in writing or, in the case of Condition 2.1(a), waived by both the Purchaser and the Vendors (unless the Vendors and the Purchaser all acting reasonably shall agree any extension to such date), this Agreement shall have no further force and effect and none of the parties shall have any liability under this Agreement except for antecedent breach, save that this Clause 2.4 and Clause 20 (Costs and Stamp Duty), Clause 21 (Notices), Clause 22 (Entire Agreement), and Clause 23 (Governing Law and Jurisdiction) shall continue to apply.
3	INTERIM PERIOD
3.1	Vendors’ Obligations
	During the Interim Period the Vendors (other than 3i) shall procure that (except with the prior written consent of the Purchaser (not to be unreasonably withheld or delayed) or pursuant to expenditure planned in the 2003 budgets previously disclosed to the Purchaser):

(a)	each Company will in reasonable consultation with the Purchaser carry on business in the normal course and not do anything outside the normal course of its day to day trading and in a manner consistent with that carried on by the Company prior to the date of this Agreement;
(b)	no action will be taken which (save in the ordinary course of trading) results or will result in the net assets of each Company being reduced and/or which could

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	have a material adverse effect on the financial or trading position or prospects of each Company;
(c)	the Purchaser and its agents will, upon reasonable notice, be allowed reasonable access to, and to take copies of, the books and records of each Company including, without limitation, the statutory books, minute books, leases, licences, contracts (other than project sensitive information), details of receivables, intellectual property, tax records, supplier lists and customer lists in the possession or control of each Company;
(d)	the Purchaser and its agents will, upon reasonable notice, be allowed reasonable access to any premises occupied by each of the Companies in order to liaise with the officers, agents and employees of the Companies in conjunction with the Vendors;
(e)	the Vendors will consult, and will cause the Companies to consult, with the Purchaser and its advisers with respect to any action which may materially affect the business of the Companies; and
(f)	each Company shall take all reasonable steps to preserve its assets and, in particular but without prejudice to the generality of the foregoing, will maintain in force all insurance policies normally kept in force.

3.2

Further Obligations

Without prejudice to the generality of clause 3.1, the Vendors (other than 3i) shall collaborate fully with the Purchaser in relation to all material matters concerning the running of the Companies during the Interim Period and shall procure that each Company shall not except as may be required to give effect to and comply with this Agreement or pursuant to expenditure planned in the 2003 budgets previously disclosed to the Purchaser, or without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed):

(a)	alter the manner and timing of payments made to creditors and collection of payments from debtors;
(b)	incur or enter into any agreement or commitment involving any capital expenditure in excess of £10,000 per item, exclusive of VAT;
(c)	enter into or amend any contract or commitment which is not capable of being terminated without compensation at any time with three months’ notice or less and which involves or may involve total annual expenditure in excess of £10,000, exclusive of VAT;
(d)	incur any additional borrowings or incur any other Indebtedness otherwise than in the ordinary course of business and other than in relation to the extension and drawdown of the overdraft facility with the Bank of Scotland required to pay the Pre Completion Dividends;
(e)	save as required by law, make any amendment to the terms and conditions of employment (including, without limitation, remuneration, pension entitlements and other benefits) of any employee, provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependants, or dismiss any employee (other than for cause) or engage or appoint any additional employee;

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(f)	acquire or agree to acquire or dispose of or agree to dispose of any material asset or enter into or amend any material contract or arrangement, in each case, involving consideration, expenditure or liabilities in excess of £10,000, exclusive of VAT, other than in the ordinary course of business;
(g)	amend, to any material extent, any of the terms on which services are supplied, such supplies being material in the context of the relevant Company except where required to do so in order to comply with any applicable legal or regulatory requirement;
(h)	enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any encumbrance over any of its assets or undertaking;
(i)	allot, issue, redeem or repurchase any share or loan capital (or option to subscribe for the same) of any Company other than in relation to the arrangements with the Employee Trust disclosed in the Disclosure Letter;
(j)	acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture;
(k)	amend the memorandum or articles of association of any of the Companies;
(l)	in relation to any Leasehold Property, agree any new rent or fee payable under, or alter the terms of a charge over, any Leasehold or Heritable Property;
(m)	other than the Pre-Completion Dividends or any dividend to be declared by any of the Companies to the Company in order to permit the declaration and payment of the Pre-Completion Dividends, declare, make or pay any dividend or other distribution to shareholders or make any payments outside the ordinary course between the Companies and the Vendors save as provided in this Agreement; and
(n)	approach Applied Biosystems in relation to PCR royalties or licensing PCR technology or agree any settlement or royalty payment with Applied Biosystems in respect of PCR royalties.

3.3	Breach of Vendors’ Obligations
	In the event of a material breach by the Vendors of their obligations under this Clause 3 the Purchaser may by notice in writing to the Vendors rescind this Agreement. If this Agreement is rescinded pursuant to this Clause, it shall have no further force and effect and none of the parties shall have any liability in respect thereof, except as regards any antecedent breach save that the provisions of Clause 20 (Costs and Stamp Duty), 21 (Notices) and 22 (Entire Agreement) shall continue in full force and effect. For the purposes of this Clause 3.3, “material” shall mean any breach by the Vendors of their obligations under this Clause which creates a liability for the Group in excess of or reduces the net assets of the Group by more than £1,000,000.
3.4	Exclusivity Letter
	If this Agreement is rescinded by the Purchaser pursuant to Clause 3.3, the Vendors will within two business days of notice of rescission refund to the Purchaser £300,000 in accordance with paragraph 3(B) of the Exclusivity Letter.

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4	SALE AND PURCHASE
4.1	Obligation to sell and purchase
	Subject to satisfaction or waiver of the Conditions, on and with effect from the Completion Date each Vendor (other than the trustees of the Employee Trust) shall sell or procure to be sold, and the Purchaser shall purchase, the number of Sale Shares set opposite the name of such Vendor in Column (2) of the Schedule Part 1. The Purchaser shall have no right to any dividend declared made or paid prior to the Completion Date.
4.2	Obligations of Employee Trust
	Subject to satisfaction or waiver of the Conditions, on and with effect from the Completion Date the trustees of the Employee Trust shall:-

(i)	sell such of the ‘E’ Ordinary Shares of £0.25 each in the capital of the Company as are registered in their names and are beneficially owned by them;
(ii)	sell such of the ‘E’ Ordinary Shares of £0.25 each in the capital of the Company as are registered in their names and in respect of which the trustees have received instructions from the beneficial owners or option holders to complete the sale of such shares to the Purchaser;
(iii)	under powers of attorney granted by the beneficial owners or option holders in connection with the instructions referred to in paragraph 4.2(ii) above, and within the relevant time limit, to execute a joint election under Section 431(1) of the Income Tax (Earning and Pensions) Act 2003 (as amended by Finance Act 2003 Schedule 22 and in force at the time the election is executed) with the Company on behalf of each such beneficial owner or option holder in respect of the exercise of the right pursuant to which that beneficial owner or option holder acquired the ‘E’ Ordinary Shares referred to in paragraph 4.2(ii) above.

4.3	Waiver of rights
	Each of the Vendors and Satron hereby waive or agree to procure the waiver of any pre-emption rights which may exist in relation to the Sale Shares transferred pursuant to Clause 4.1 and 4.2 pursuant to the Articles of Association of the Company or otherwise and acknowledge that, save for the Pre-Completion Dividends, no Vendor or Satron has any right to any dividend or other payment payable by the Company in respect of the Sale Shares or the Satron Shares.
4.4	Sale of all Sale Shares
	On the Completion Date, the Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares (other than those ‘E’ Ordinary Shares of £0.25 each in the capital of the Company which are the subject of options in favour of the employees of the Group but in respect of which the trustees of the Employee Trust have not received instructions from the option holders to transfer such Shares to the Purchaser) and the Satron Agreement is completed simultaneously.
4.5	Undertakings from Employee Trust and Purchaser
	Subject to satisfaction or waiver of the Conditions and completion of the transfers in accordance with Clauses 4.1 and 4.2:-

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(i)	the trustees of the Employee Trust hereby agree and undertake to deliver to the Purchaser such duly executed stock transfer form or forms transferring all (if any) ‘E’ Ordinary Shares of £0.25 each in the capital of the Company which remain registered in the names of the trustees of the Employee Trust and which were the subject of options to employees of the Group but in respect of which the options lapse after the Completion Date, within 5 business days of the date of lapse of such options;
(ii)	the trustees of the Employee Trust hereby agree and undertake to execute appropriate transfers in respect of any ‘E’ Ordinary Shares of £0.25 each in respect of which options are exercised after the Completion Date in accordance with the provisions of the relevant share option scheme; and
(iii)	the Purchaser hereby undertakes to promptly procure registration of the transfer of the ‘E’ Ordinary Shares of £0.25 each in the capital of the Company referred to in Clause 4.5(ii) above and thereafter to acquire all (if any) of the ‘E’ Ordinary Shares of £0.25 each in the capital of the Company in respect of which options are exercised after the Completion Date by implementing and complying with the drag along provisions set out in Article 40 of the Articles

4.6	Retention of payment for Ordinary Shares
	Notwithstanding any other clause of this Agreement, if at Completion the trustees of the Employee Trust are not able to transfer to the Purchaser all of the issued ‘E’ Ordinary Shares of £0.25 each in the capital of the Company (the “’E’ Ordinary Shares”) the Vendors’ Solicitors shall procure that an amount of the Consideration attributable to the ‘E’ Ordinary Shares not transferred is retained by them in a designated escrow account and will only be released in order to satisfy the Consideration for the transfer of Sale Shares pursuant to Clause 4.5(ii) and (iii) above.
5	CONSIDERATION
5.1	Consideration
	The Consideration payable for the Sale Shares and the entire issued share capital of Satron under the Satron Agreement shall be £42 million plus Cash less Debt and:

(a)	if the amount of the Working Capital exceeds £478,371 increased by an amount equal to such excess; or
(b)	if the amount of the Working Capital is less than £478,371 reduced by an amount equal to such shortfall.

5.2	Apportionment of Consideration between the Sale Shares and the entire issued share capital of Satron under the Satron Agreement
	The Consideration shall be apportioned between the Sale Shares under this Agreement and for the entire issued share capital of Satron under the Satron Agreement as follows:-

(a) of the first £9,306,551 of the Consideration payable at Completion, £7,433,635.30 shall be paid to the Vendors in respect of the Sale Shares and shall be allocated among the Vendors in the amounts set opposite the name of each Vendor in Column (3) of Part 1 of the Schedule and £1,872,915.70 shall be paid to the Satron

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	Shareholders in respect of the sale of the entire issued share capital of Satron under the Satron Agreement; and
(b)	the balance of the Consideration payable at Completion and the remainder of the Consideration shall be paid as to 75.37032% for the Sale Shares and 24.62968% for the entire issued share capital of Satron under the Satron Agreement.

5.3	Consideration to be satisfied on Completion
	At Completion, the Purchaser shall pay:-

(a)	£40 million less the amount of the Estimated Debt to the Vendors’ Solicitors (which together with the £500,000 already paid to the Vendors and the Satron Shareholders under paragraphs 3(A) and (B) of the Exclusivity Letter is referred to as “the Completion Amount”) which will be satisfied by the issue of Loan Notes and the payment of cash in accordance with the provisions of Clause 6.4; and
(b)	£1,500,000 (“the Escrow Amount”) into the Escrow Account.

5.4	Consideration to be satisfied after Completion
	Within five business days of the agreement or final determination (in accordance with Clause 5.5.7) of the Working Capital Statement and the Consideration:

(a) if the Consideration is greater than the aggregate of the Completion Amount and the Escrow Amount, the Purchaser shall:-

(i)

deliver to the Vendors’ Solicitors a duly completed and executed certificate for Loan Notes in an aggregate amount of principal equivalent to 14.51642% of the excess over such sum together with an amount equivalent to 14.51642% of the Escrow Amount, such Loan Note Certificate to be in the name of David Edward Onions;

(ii)

procure the release of the Escrow Amount (together with interest on the Escrow Amount) plus an amount equivalent to the excess over such sum less an amount equivalent to the nominal amount of Loan Notes referred to in Clause 5.4(a)(i) above and, if the Escrow Amount is less than the aggregate of (i) the Escrow Amount (together with interest on the Escrow Amount) and (ii) the excess over the Escrow Amount less the nominal amount of Loan Notes referred to in Clause 5.4(a)(i), shall pay the balance of such sum in cash to the Vendors’ Solicitors and, if the Escrow Amount is greater than such aggregate sum, shall release the amount by which the Escrow Amount is greater than such aggregate sum from the Escrow Amount (together with accrued interest) to the Purchaser;

(b) if the Consideration is greater than the Completion Amount, but less than or equal to the aggregate of the Completion Amount and the Escrow Amount,

(i) the Purchaser shall deliver to the Vendors’ Solicitors a duly completed and executed certificate for Loan Notes in an aggregate amount of principal equivalent to 14.51642% of the excess of the Consideration over the Completion Amount, such Loan Note Certificate to be in the name of David Edward Onions; and

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(ii) the parties shall procure that the balance of the excess of the Consideration over the Completion Amount after deducting an amount in respect of the nominal value of the Loan Notes referred to in Clause 5.4(b)(i) is released from the Escrow Account in cash (together with accrued interest on the proportion of the Escrow Amount returned in cash and by the issue of Loan Note Certificates) to the Vendors’ Solicitors and the balance of the Escrow Amount returned to the Purchaser together with the remainder of the accrued interest in the Escrow Account;

(c)

if the Consideration is less than the Completion Amount, the Vendors (other than 3i) and the Satron Shareholders shall repay the Purchaser the whole of the shortfall (and not just that part of the shortfall received by the Vendors (other than 3i) and the Satron Shareholders) in proportion to their respective shareholdings (other than 3i’s shareholding) and the parties shall procure that the Escrow Amount (together with accrued interest) is released to the Purchaser;

(d)

David Edward Onions shall deliver to the Purchasers’ Solicitors a cheque, for an amount equal to 0.25% of the nominal value of the Loan Notes issued pursuant to this Clause 5.4.

	When any sums are released from the Escrow Account the bank charges in respect of the sums released shall be deducted from the interest payable on the released amount and borne by the recipient of the released amount.
5.5	The Completion Balance Sheet
5.5.1	The Completion Balance Sheet shall be prepared by the Company and the calculations of the Working Capital Statement and the Consideration shall be prepared by the Company as set forth in Schedule Part 13.
5.5.2	The Completion Balance Sheet shall be prepared in accordance with Accounting Requirements, prudently and consistently applied, as the Accounts were prepared except to the extent that Accounting Requirements have been changed or amended since 31 March 2003.
5.5.3	The Vendors’ Representatives shall be entitled to such access to the working papers of the Company relating to the preparation of the Completion Balance Sheet as is reasonably required by the Vendors’ Representatives for the purposes of agreeing the Completion Balance Sheet and agreeing the Working Capital Statement, and the Purchaser shall procure that the Vendors’ Representatives are given such access.
5.5.4	The Purchaser shall use all reasonable endeavours to procure that by no later than six weeks from Completion the Completion Balance Sheet and the calculation of the Working Capital Statement are prepared by the Company in the manner provided herein to determine the Working Capital Statement and that the Vendors’ Representatives each receive a copy of the Completion Balance Sheet and the calculations of the Working Capital Statement and the Consideration in the applicable form set out in Schedule Part 13, forthwith after the preparation thereof by the Company.
5.5.5	Within the period of 30 days immediately following receipt by the Vendors’ Representatives of the Completion Balance Sheet, and the relevant calculations of the Working Capital Statement and the Consideration, as the case may be, the Vendors’ Representatives shall notify the Purchaser in writing if they dispute the calculation of the Working Capital

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	Statement and/or the Consideration, naming an independent chartered accountant, who must be a partner of one of the internationally recognised firms of chartered accountants, to check the calculation in dispute in the manner provided in Clause 5.5.7 (which notice is herein called a “Dispute Notice”).
5.5.6	In the event that the Vendors’ Representatives do not give notice to the Purchaser in accordance with, and within the period specified in, Clause 5.5.5, that the Vendors dispute the calculations of the Working Capital Statement and/or the Consideration, then the calculations provided pursuant to Clause 5.5.4, shall (except in the case of manifest error) be and become conclusive and binding.
5.5.7	If a Dispute Notice shall be given, the independent chartered accountant referred to in Clause 5.5.5 shall act as an expert and not as an arbiter or arbitrator. The independent chartered accountant referred to in Clause 5.5.5 shall be appointed on terms that he shall require one set of submissions in writing to be made to him by the Vendors’ Representatives, on the one hand, and the Purchaser, on the other, (or their respective professional advisers) within such time (being not less than 21 days nor more than 30 days) as the independent chartered accountant shall determine. Such independent chartered accountant shall be entitled in his discretion to accept counter-submissions from the Vendors’ Representatives or the Purchaser or their respective professional advisers. Such independent chartered accountant shall further be appointed on terms that he shall lay down in writing and give a decision on the matter or matters in dispute not later than 45 days after the dispute shall have been referred to him in accordance with Clause 5.5.5, being the day of receipt of the Dispute Notice by the Purchaser. The decision of the independent chartered accounted referred to in Clause 5.5.5 shall be final and binding on the parties as to the amount of the Working Capital and the Consideration, as set forth in such decision.
5.6	Entitlement to consideration
	The Consideration shall be divided amongst the Vendors in the amounts and percentages set opposite their respective names in Columns (3) and (4) of the Schedule Part 1 and the Satron Shareholders in accordance with the Satron Agreement.
5.7	Deductions
	The Purchaser shall have no rights to deduct or withhold or set off from any amount claimed by the Purchaser for breach of the Warranties, Tax Deed or this Agreement any amount of principal or interest due in respect of the Loan Notes.
6	COMPLETION
6.1	Time and place
	Completion shall take place on the fifth business day following satisfaction of Condition 2.1(a) at the Glasgow offices of the Vendors’ Solicitors on the Completion Date and following service of the notice from the Purchaser referred to in Clause 2.2.
6.1.1	Vendors’ obligations
	At Completion the Vendors (except 3i save for 6.1.1(i), 6.1.1(ii) and 6.1.1(iii)) (and, to the relevant extent, the Satron Shareholders and the trustees of the Employee Trust) shall deliver to the Purchaser:-

(i) Share transfers: transfers of the Sale Shares (other than any Sale Shares which shall be transferred or acquired in accordance with the provisions

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	of Clause 4.5) duly executed by the registered holders thereof in favour of the Purchaser, or such nominee of the Purchaser as the Purchaser may nominate, together with the definitive certificates in respect thereof in the names of such registered holders or an indemnity for lost share certificate, as appropriate;
(ii)	Powers of attorney: any power of attorney under which this Agreement or any document referred to herein or executed in pursuance hereof is executed on behalf of any of the parties thereto and such other evidence as the Purchaser may reasonably require of the authority of any person executing on behalf of any of the Vendors;
(iii)	Waivers and consents to transfer: such waivers, consents or documents which may be required by the Purchaser acting reasonably to vest in the Purchaser the full beneficial ownership of the Sale Shares (other than any Sale Shares which shall be transferred or acquired in accordance with the provisions of Clause 4.5) and enable the Purchaser to procure them to be registered in the name of the Purchaser or its nominees;
(iv)	Constitutional documents: the certificate of incorporation, any certificate of incorporation on change of name, statutory registers and minute and other record books (fully written up to the time immediately prior to Completion) and share certificate books of the Company and each of the Subsidiaries;
(v)	Subsidiary share certificates: definitive certificates in respect of all the shares beneficially owned by the Company, and any of their respective nominees in each of the Subsidiaries together with duly executed transfers of any shares in the Subsidiaries held by the nominee(s);
(vi)	Bank certificates etc: a certificate from each bank at which the Company and each of the Subsidiaries maintains an account of the amount standing to the credit or debit of all accounts of the Company and each of the Subsidiaries as at close of business on the second business day prior to the Completion Date together with the cash book balances of the Company and each of the Subsidiaries at Completion and statements reconciling such cash book balances and relevant cheque books with the balances on each such bank account as so certified;
(vii)	Bank mandates: copies of all bank mandates of the Company and each of the Subsidiaries together with appropriate forms to amend the mandate in respect of each bank account maintained by the Company and each of the Subsidiaries;
(viii)	Cheque books etc: the cheque books relating to all bank accounts of the Company and each of the Subsidiaries;
(ix)	Deeds and Property title documents: all deeds and documents of title to or otherwise relating to the Property, including the principal land certificate and charge certificate for the Heritable Property including the Principal Land Certificate and Charge Certificate for the Heritable Property and the Land Certificate for the tenant’s interest in Block 4 Todd Campus, West of Scotland Science Park, Glasgow;

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(x)	Title to Registered Intellectual Property: original certificates evidencing title of the Company and the Subsidiaries to the Registered Intellectual Property and all records, files, and other documents relating to any applications for registration submitted in respect of any intellectual property or any disputes in relation thereto;
(xi)	Resignation of officers: a written resignation in the agreed form from each Director and the Company Secretary in respect of each office and employment so held in each case taking effect from Completion;
(xii)	Resignation of auditors: a written resignation (in duplicate) in the agreed form to take effect from Completion from the auditors of the Company and each of the Subsidiaries which shall contain the statement required to be made pursuant to section 394(1) of the 1985 Act;
(xiii)	The Tax Deed: the Tax Deed duly executed by the Warrantors;
(xiv)	Confirmation: a confirmation in agreed form from each Vendor to the effect that (except as expressly therein mentioned) he has no claim whether as officer, employee or otherwise against any Company and that none of the Companies is indebted to him;
(xv)	Release: (subject to compliance by the Purchaser of its obligations under Clause 6.4.2) duly executed release of all charges and cross guarantees and any security and credit support arrangements in favour of the Governor and Company of the Bank of Scotland in a form satisfactory to the Purchaser;
(xvi)	Escrow Account: Escrow Account Instruction Letter duly executed by or on behalf of the Vendors and the Satron Shareholders;
(xvii)	Compromise Agreements and Consultancy Agreements: compromise and consultancy agreements in the agreed form signed by Gillian Lees and Malcolm Brattle;
(xviii)	Compromise Agreement and Service Agreement: compromise agreement, service agreement and letter of resignation in the agreed form signed by David Onions.

6.1.2	Loan Note Consideration Obligation
	At Completion, David Edward Onions shall deliver to the Purchaser a cheque for an amount equal to 0.25% of the nominal value of the Loan Notes issued at Completion.
6.2	Meetings
6.2.1	At Completion the Vendors (except 3i) shall procure the transaction of the following business to the Purchaser’s satisfaction at a duly convened and quorate meeting of the board of directors of the Company and, where appropriate, each of the Subsidiaries:-

(a) resignation of the directors and secretary and auditors of the Company and appointment of such directors, secretary and auditors as the Purchaser may nominate;

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(b)	approval for registration (subject only to their being re-presented duly stamped) of the transfers of the Sale Shares (other than any Sale Shares which shall be transferred or acquired in accordance with the provisions of Clause 4.5) and the entry in the register of members of the Company as the transferee and issue of any balancing share certificate to the trustees of the Employee Trust in respect of any Shares which will be transferred or acquired in accordance with the provisions of Clause 4.5;
(c)	approving and instructing the transfer to The Governor and Company of the Bank of Scotland of the sum to be transferred by the Purchaser to the Company in accordance with the provisions of Clause 6.4.2 in order to settle and repay the overdraft;
(d)	revocation of all existing bank mandates and instructions for the operation of bank accounts and the issue of new bank mandates and instructions giving authority to persons nominated by the Purchaser;
(e)	change of the registered office of the Company and of each of the Subsidiaries to such address as the Purchaser may nominate;
(f)	change of the accounting reference date of the Company and of each of the Subsidiaries to such date as the Purchaser may nominate.

6.2.2	The trustees of the Employee Trust hereby agree and undertake that at Completion they shall execute any written resolution of the shareholders of the Company required to approve matters relating to the giving of financial assistance for the purpose of Section 155 of the 1985 Act in respect of the Sale Shares (if any) to be transferred or acquired in accordance with the provisions of Clause 4.5.
6.3	Satron Obligations
	At Completion, the Satron Shareholders undertake to comply with the terms of and procure delivery of all relevant documents to the Purchaser in accordance with the terms of the Satron Agreement.
6.4	Purchaser’s obligations
6.4.1	At Completion the Purchaser shall deliver to the Vendors’ Solicitors (who are hereby irrevocably authorised to receive the same and whose receipt therefor shall be a sufficient discharge to the Purchaser who shall not be concerned with the distribution thereof to and among the Vendors and the Satron Shareholders or be answerable for the loss or misapplication thereof) the consideration for the purchase of the Sale Shares and the whole of the issued share capital of Satron as follows:

(a)	definitive certificate in respect of Loan Notes in name of David Edward Onions in an amount of principal of £2,178,415.40 plus Loan Notes in an amount of principal of 14.51642% of a sum equal to £30,693,449 less the amount of the Estimated Debt.
(b)	£40 million less the amount of the Estimated Debt less the amount of principal of the Loan Notes issued pursuant to Clause 6.4.1(a) above by CHAPS transfer for same day value to the following bank account:-

     Name of account: McGrigor Donald Trust Account

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Name and address of bank:	Bank of Scotland, Gordon Street, Glasgow
Account number:	629526
Sort Code:	80 54 01;

(c) the sum of £1,500,000 by CHAPS transfer for same day value to the Escrow Account;

6.4.2

At Completion the Purchaser shall procure the payment by the Company to The Governor and Company of the Bank of Scotland (“Bank of Scotland”) of an amount equivalent to the amount of the Estimated Debt to enable the release of all charges, cross guarantees and any security and credit support arrangements in favour of the Bank of Scotland which release shall be given on receipt by the Bank of Scotland of the necessary funds or, if earlier, on receipt of an undertaking from the Purchaser’s Solicitors confirming that they hold an amount equivalent to the amount of the Estimated Debt, that such sum is held to the order of Bank of Scotland and that they will pay the amount of the Estimated Debt to the bank account of the Company with the Bank of Scotland immediately after Completion.

6.4.3

Also at Completion the Purchaser shall deliver to the Vendors’ Solicitors:

(a)	the Escrow Account Instruction Letter duly executed by the Purchaser;
(b)	the compromise agreements, consultancy agreements and service agreement referred to in Clauses 6.1.1(xvii) and 6.1.1(xviii) executed by the Company.

6.5	Failure of the Vendors
	If on the Completion Date the Vendors, the Satron Shareholders or any of them shall fail to comply in any material respect with their obligations under Clause 6, the Purchaser may by notice in writing to the Vendors’ Representatives (i) defer Completion to a date not more than 28 days following the Completion Date (and the provisions of Clause 6 shall apply to Completion as so deferred) or (ii) proceed to Completion so far as practicable but without prejudice to its rights hereunder or (iii) rescind this Agreement.
6.6	Failure of the Purchaser
	If on the Completion Date the Purchaser shall fail to comply in any material respect with its obligations under Clause 6, the Vendors’ Representatives may (provided they are themselves in compliance with Clause 6) by notice in writing to the Purchaser (i) defer Completion to a day not more than 28 days following the Completion Date (and the provisions of Clause 6 shall apply to Completion as so deferred or (ii) proceed to Completion so far as practicable but without prejudice to the rights of the Vendors or the Satron Shareholders hereunder or otherwise or (iii) rescind this Agreement.
6.7	Effect of Rescission
	If this Agreement is rescinded pursuant to this clause, it shall have no further force and effect and none of the parties shall have any liability in respect thereof, except as regards any antecedent breach, save that the provisions of Clauses 20 (Costs and Stamp Duty), 21 (Notices) and 22 (Entire Agreement) shall continue in full force and effect.

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6.8	Exclusivity Letter
	If this Agreement is rescinded by the Purchaser pursuant to Clause 6.5, the Vendors will within two business days of notice of rescission repay to the Purchaser £300,000 in accordance with paragraph 3(B) of the Exclusivity Letter.
6.9	Insurance
	For a period of 18 months following Completion, the Purchaser shall procure that the Company shall maintain product liability, public liability and general liability, professional liability or indemnity insurance at levels not less than that maintained by the Company up to Completion and in respect of cover not materially different to that maintained by the Company up to Completion.
7	WARRANTIES
7.1	Extent of the Warranties
7.1.1	Each of the Vendors jointly and proportionately warrants to the Purchaser (for the benefit of the Purchaser and its successors in title and separately as trustee for the Company and each Subsidiary) that the Title Warranties, are true and accurate as at the Completion Date in so far as they relate to that Vendor and/or the Sale Shares held by that Vendor.
7.1.2	Subject to the following provisions of this Clause 7.1 and to the limitations contained in Schedule Part 10, each of the Warrantors jointly and proportionately warrants to the Purchaser (for the benefit of the Purchaser and its successors in title and separately as trustee for the Company and each Subsidiary) that, each of the Warranties (other than the Title Warranties) is, subject only to the information fully and fairly disclosed in the Disclosure Letter, true and accurate. No other information of which the Purchaser has knowledge shall prejudice any claim under the Warranties or operate to reduce any amount recoverable under a claim under the Warranties.
7.1.3	Notwithstanding the provisions of Clauses 7.1.1 and 7.1.2, the liability of the Gormly Shareholder in relation to any claim under the Warranties, the Tax Deed and this Agreement, other than Clause 8, and in respect of any and all claims under the Satron Agreement and the Satron Tax Deed shall be limited to the amount of the Gormly Shareholder Warranty Cap.
7.1.4	Notwithstanding the provisions of Clauses 7.1.1 and 7.1.2, the liability of the Parrott Shareholder in relation to any claim under the Warranties, the Tax Deed and this Agreement, other than Clause 8, and in respect of any and all claims under the Satron Agreement and the Satron Tax Deed shall be limited to the amount of the Parrott Shareholder Warranty Cap.
7.1.5	Notwithstanding the provisions of Clauses 7.1.1 and 7.1.2, the liability of the Lees Shareholder in relation to any claim under the Warranties, the Tax Deed and this Agreement, other than Clause 8, shall be limited to the amount of the Lees Shareholder Warranty Cap.
7.1.6	Notwithstanding the provisions of Clauses 7.1.1 and 7.1.2, the liability of the Onions Shareholder in relation to any claim under the Warranties, the Tax Deed and this Agreement, other than Clause 8, shall be limited to the amount of the Onions Shareholder Warranty Cap.
7.1.7	Notwithstanding the provisions of Clauses 7.1.1 and 7.1.2, the liability of the Brattle Shareholder in relation to any claim under the Warranties, the Tax Deed and this

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	Agreement, other than Clause 8, shall be limited to the amount of the Brattle Shareholder Warranty Cap.
7.1.8	Notwithstanding the provisions of Clause 7.1.1 and that 3i Group plc and 3i plc are not Warrantors, the liability of 3i Group plc and 3i plc respectively in relation to any claim under the Title Warranties shall be limited to the amounts set opposite their respective names in column 4 of Part 1 of the Schedule plus the amount received by them in respect of the Pre-Completion Dividends and by the provisions of paragraphs 3, 8, 14, 17, 18 and 20 of Part 10 of the Schedule.
7.1.9	Notwithstanding the provisions of Clause 7.1.1, the liability of the Employee Trust in relation to any claim for breach of the Title Warranties shall be limited to the lower of (i) the value of the net assets remaining in the Employee Trust (allowing, for the avoidance of doubt, for all sums due in respect of Taxation) at the relevant time or (ii) the amount set opposite the name of the Employee Trust in column 3 and 4 of Part 1 of the Schedule.
7.1.10	Notwithstanding the provisions of Clause 7.1.2, the proportion which each of the Lees Shareholder, the Onions Shareholder and the Brattle Shareholder bear of the total liability of the Warrantors in the event of any claim under the Warranties, the Tax Deed and this Agreement will be as set against their respective names in Column 5 of Schedule Part 1 of this Agreement and the proportion which the Gormly Shareholder and Parrott Shareholder bear of the total liability of the Warrantors in the event of any claim under the Warranties, the Tax Deed and this Agreement will be as set against their respective names in Column 4 of Schedule Part 1 of the Satron Agreement.
7.1.11	Each of the Warranties is given independently from and (save as provided in clause 7.1.2 as regards the Disclosure Letter and Clauses 7.1.3 to 7.1.9 and in the limitations contained in Schedule Part 10) shall not be limited by reference to any of the others of them or anything else contained in this Agreement or the Tax Deed or any other agreement or document referred to in this Agreement.
7.1.12	For so long as the Vendors remain engaged as employees or consultants of the Group, and subject to the limitations contained in Schedule Part 10 to this Agreement, each of the Vendors shall, as soon as practicable after it becomes known to him, disclose to the Purchaser in writing any matter or thing which arises or becomes known to him after the date of this Agreement (whether or not prior to Completion) which is or is considered by such Vendor to be likely to be a breach of or inconsistent with or may render inaccurate or misleading any of the Warranties.
7.1.13	In the event of any breach of the Warranties (and without restricting the rights or ability of the Purchaser to claim damages on any bases available to it in respect of such breach) the Warrantors shall on demand pay to the Purchaser (or, at the request of the Purchaser, to the Company or the relevant Subsidiary) a sum equal to the greater of:

(a)	the amount by which the value of any asset or assets of the Company or the relevant Subsidiary is or are less than or (as the case may be) the amount by which any loss and/or liability or liabilities of the Company or the relevant Subsidiary is or are greater than would have been the case if there had been no breach of the Warranties; and
(b)	the amount by which the aggregate value of the Sale Shares and/or the Satron Shares is less than would have been the case if there had been no breach of the Warranties.

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7.1.14	The Purchaser may take action for any breach or non-fulfilment of the Warranties notwithstanding that such breach or non-fulfilment was known to or discoverable by the Purchaser before Completion (but subject always to the confirmation given by the Purchaser in paragraph 17 of Part 10 of the Schedule which shall not be actionable by the Purchaser) and notwithstanding that the Purchaser shall delay or otherwise fail to exercise its rights under this Agreement or generally in such regard.
7.1.15	Each of the Warrantors hereby irrevocably waives all rights and claims which he may have against the Company and the Subsidiaries and any of the individuals and firms referred to in Clause 7.2 in respect of any misrepresentation, inaccuracy or omission in or from any information or advice given by it or any of its officers or employees to such Warrantor to enable him to give any of the Warranties or to prepare the Disclosure Letter or to assume any of the obligations assumed or to be assumed by him under this Agreement.
7.2	Warrantors’ knowledge
	Where any of the Warranties are qualified by the expression “to the best of the knowledge, information and belief of the Warrantors” or “so far as the Warrantors are aware” or any similar expressions or otherwise qualified by the knowledge of the Warrantors or any of them, any such Warranty shall be deemed to include a statement that it has been made after due and careful enquiry including of each of Gillian Lees, Malcolm Brattle, David Onions, Robert Reid, John Begg, Allan Parrott and Allan Gormly and, where appropriate, those professional advisers of the Group consulted by the Group within the period of 12 months prior to the Completion Date, it being noted that enquiry of Ernst & Young and McGrigor Donald has not involved a review by them of all files and papers relating to the Group.
7.3	Deductions
	The Purchaser shall have no rights to deduct or withhold or set off from any amount claimed by the Purchaser for breach of the Warranties, Tax Deed or this Agreement any amount of principal or interest due in respect of the Loan Notes.
8	PROTECTION OF GOODWILL
8.1	Definitions
	For the purposes of this Clause 8:-
	“Critical Employee” means any person who was a Director, Employee or consultant of the Company at any time within the Relevant Period who by reason of that position and in particular his seniority and expertise or knowledge of Confidential Information or knowledge of or influence over the clients, customers or contacts of the Business is likely to cause damage to the Company if he were to leave the employment of the Company and become employed by a competitor of the Business;
	“Customer” means any person with which the Company was engaged in any Protected Business during the Relevant Period;
	“Protected Business” means the business of Biosafety Testing, Process Validation and Contract Biomanufacturing to the extent that they are actually carried out by the Company at the date of this Agreement;
	“Relevant Period” means the period of one year immediately preceding the Completion Date;

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	“Restricted Area” means the United Kingdom, the United States of America, Europe, Japan, Australia, Canada, Korea and Israel;
	“Restricted Period” means the period of 3 years starting on the Completion Date; and
	“Supplier” means any supplier, agent, distributor or other person who, during the Relevant Period was in the habit of dealing with the Company.
8.2	Undertakings
	As further consideration for the Purchaser agreeing to purchase the Sale Shares and with the intent of securing to the Purchaser the full benefit and value of the goodwill and connections of the Company and as an essential part of the agreement for the purchase and sale of the Sale Shares, each of the Vendors (with the exception of 3i) and the Satron Shareholders (the “Covenantors”) severally undertakes to the Purchaser (with the intent that each Company shall be entitled to enforce the following undertakings) that (except with the prior consent of the Purchaser) he will not, whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly:-

(a) during the Restricted Period:-

(i)	so as to compete with the Business solicit business from or canvass any Customer in respect of Protected Business;
(ii)	so as to compete with the Business, within the Restricted Area, be employed or engaged or at all interested in a person which is involved in any Protected Business. Nothing contained in this Clause 8.2 (a) shall preclude any Covenantor from holding any shares or loan capital (not exceeding 5% of the shares or loan capital of the class concerned then in issue) in any company competing with the Business whose shares are listed or dealt in on a recognised investment exchange as defined in the FSMA;
(iii)	solicit or induce or endeavour to solicit or induce a Critical Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract;
(iv)	employ or otherwise engage any Critical Employee in any Protected Business; or
(v)	solicit or induce or endeavour to solicit or induce any Supplier or Customer to cease to deal with the Company and shall not interfere in any way with any relationship between a Supplier or Customer and the Company,
	provided that nothing in this Clause 8.2 shall prevent David Onions from continuing in or accepting any new position, consultancy or similar arrangement:-

1	)	with the World Health Organisation;
2	)	with the Food and Drug Administration in the United States of America; and
3	)	with any United Kingdom governmental body.

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(b) following the date of this Agreement:-

(i)	directly or indirectly, divulge or make use of any Confidential Information or Know How relating or belonging to the Company, unless ordered to do so by a court of competent jurisdiction; and
(ii)	represent himself as being in any way connected with the Company nor in any way make use of any corporate, business or product name which is identical or similar to or likely to be confused with the corporate name or any business or product name used by the Company at Completion or which might suggest a connection with the Company.

8.3	Independence of undertakings
	Each undertaking contained in Clause 8.2 (Undertakings) shall be read and construed independently of the other undertakings in Clause 8.2 (Undertakings) as an entirely separable and severable undertaking.
8.4	Severability of undertakings
8.4.1	It is agreed that, whilst the restrictions set out in Clause 8.2 (Undertakings) are considered by the parties to be fair and reasonable, having regard in particular to first, the necessity to protect the goodwill, secrets and customer connections of the Business and secondly, to the amount of the consideration payable by the Purchaser pursuant to this Agreement, if it should be found by any competent court that any of such restrictions is void or unenforceable for any reason and if by altering or deleting part of the wording or substituting shorter periods of time or a different geographical limit or more restricted ranges of activities it would not be void or unenforceable then there shall be made such alteration or deletion or be substituted such next less extensive periods and/or limit and/or activities as shall render the relevant restriction valid and enforceable.
8.4.2	Each of the Covenantors hereby agrees at the request and at the cost of the Purchaser to enter into any further deeds and/or documents and do all such further acts or things as may be necessary to give effect to the said restrictions (or any of them) with such modifications as the Purchaser may deem necessary so to make them valid and effective.
8.5	Exclusion
	The provisions of this Clause 8 shall not seek to limit or prohibit the continuation of the employment of any Covenantor with, or their appointment as a director of the Company nor shall acting in the course of such employment or appointment be a breach of the provisions of this Clause 8.
9	ANNOUNCEMENTS
9.1	Restrictions on announcements
	Subject to Clause 9.2 (Exceptions to restrictions), no party to this Agreement shall issue any press release or other public document containing, or make any public statement or otherwise disclose to any person who is not a party, information which relates to or is connected with or arises out of this Agreement or the matters contained in it, without the prior written approval of the other parties hereto (such approval not to be unreasonably withheld or delayed) as to its content and the manner, timing and extent of its publication. The parties shall consult together upon the form of any such press release, document or statement and the other party shall promptly provide such information and comment as the

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	party issuing such press release, document or statement may from time to time reasonably request.
9.2	Exceptions to restrictions
	The provisions of Clause 9.1 (Restrictions on announcements) shall not apply to disclosure of matters required to be made:-

(a)	by virtue of the regulations of any recognised investment exchange as defined by the FSMA;
(b)	by any court or governmental or administrative authority competent to require or request the same;
(c)	by any applicable law or regulation; or
(d)	at the request of a regulatory authority to which the person making the disclosure is subject.

9.3	Time limit
	The restrictions contained in this Clause 9 shall apply after Completion without limit in time.
10	ASSIGNATION
	This Agreement shall not be assignable, save that the Purchaser may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including, without limitation, any of the Warranties, the Tax Deed and any other indemnities, undertakings and obligations given or undertaken by any other party and any cause of action arising under or in respect of any of them, to any Affiliate of the Purchaser (on the basis that if that Affiliate ceases to be an Affiliate of the Purchaser, it shall re-assign to the Purchaser the rights and benefits so assigned to it). Any such assignee may enforce any right or benefit assigned to it as if it had been named in this Agreement as the Purchaser and may recover thereunder as if it had acquired the Sale Shares for the consideration and upon the other terms of this Agreement and had thereby sustained all diminutions of value, losses and expenses in consequence of such acquisition as have been sustained by the Purchaser and any subsequent holder of such share capital, including itself, as if they were all one entity which had retained the ownership of such issued share capital throughout.
	For the purposes of this clause, “Affiliate” shall mean any member of the Purchaser’s Group including any subsidiary undertaking.
11	NO PARTNERSHIP OR AGENCY
	Save as otherwise expressly stated in this Agreement, nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or any of them, or to authorise any party to act as agent for any other, and no party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

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12	SEVERANCE AND AMENDMENTS
12.1	Illegal, invalid and unenforceable provisions
	If any provision of this Agreement is or becomes illegal, invalid or unenforceable that shall not affect the legality, validity or enforceability of any other provision of this Agreement.
12.2	Modification or deletion of illegal, invalid or unenforceable provisions
	If any provision of this Agreement is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of the provision were deleted or modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
12.3	Substitution of provision
	The parties agree, in the circumstances referred to in Clause 12.1 (Illegal, invalid and unenforceable provisions) and if Clause 12.2 (Modification or deletion of illegal, invalid or unenforceable provisions) does not apply, to attempt to substitute for any such illegal, invalid or unenforceable provision a legal, valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of this Agreement shall be suspended while an attempt at such substitution is made.
12.4	Amendments
	No amendment or variation of this Agreement or any of the documents referred to in it shall be effective unless contained in a written instrument signed by or on behalf of each of the parties. Such instrument may consist of several instruments in the like form each executed by or on behalf of one or more of the parties. References herein to documents “in the agreed form” shall, where appropriate, be construed as references to such documents as so amended.
13	GUARANTEE
13.1	Guarantee
	In consideration of the Vendors and the Satron Shareholders entering into this Agreement, at their request the Guarantor hereby irrevocably guarantees to the Vendors and the Satron Shareholders the due and punctual payment by the Purchaser of all sums due to be paid by the Purchaser under the terms of this Agreement (“the guaranteed obligations”) and undertakes to indemnify and keep the Vendors and the Satron Shareholders indemnified from and against any loss, damage and liability occasioned by any failure of the Purchaser to make due and punctual payment.
13.2	Continuing Guarantee not affected by other action/inaction
	This guarantee and the Vendors’ and the Satron Shareholders’ rights under it shall not be affected or prejudiced by the Vendors and the Satron Shareholders holding or taking any other or further securities guarantees or indemnities in respect of the guaranteed obligations or any of them, or by the Vendors and the Satron Shareholders varying releasing or omitting or neglecting to enforce any of the terms of this Agreement and/or any such securities guarantees or indemnities, or by any time being given or any indulgence granted by the

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	Vendors or the Satron Shareholders or by any other fact or circumstances which (apart from this provision) would or might discharge a surety or guarantor.
13.3	Guarantee valid despite defect
	As a separate and independent stipulation the Guarantor agrees that any moneys payable by the Purchaser under or in respect of the guaranteed obligations and which are not recoverable on the footing of a guarantee whether by reason of any legal limitation, disability or incapacity on or of the Guarantor or the Purchaser or any other fact or circumstance and whether known to the Vendors or the Satron Shareholders or not shall nevertheless be recoverable from the Guarantor as sole or principal debtor in respect thereof (but not so as to increase in amount the liability of the Guarantor beyond that of the Purchaser) and shall be paid by the Guarantor on demand.
14	SURVIVAL OF OBLIGATIONS
14.1	Continuing obligations
	Notwithstanding Completion each and every right and obligation of the Purchaser and the Vendors and the Satron Shareholders under this Agreement shall, except in so far as fully performed at Completion, continue in full force and effect.
14.2	Continuing effect or force of provisions
	Any provision of this Agreement which is expressed or intended to have effect on, or to continue in force after, the termination of this Agreement shall have such effect, or, as the case may be, continue in force, after such termination.
15	TIME LIMITS
	Save as specifically provided in Clause 6.5 (Failure of the Vendors) and Clause 6.6 (Failure of the Purchaser), where any obligation under this Agreement is expressed to require performance within a specified time limit that obligation shall continue to be binding and enforceable after the expiry of that time limit if the party so obliged fails to perform that obligation within that time limit (but without prejudice to all rights and remedies available against such party by reason of such party’s failure to perform that obligation within the time limit).
16	CONSENTS
	Any consent given by a party under any provision of this Agreement shall be effective only in the instance and for the purpose for which it is given and the giving of any such consent in respect of any act or thing shall not operate as a waiver of any requirement on the party to whom the consent is given not to do that or any other act or thing at any time in the future without such consent.
17	POWER OF ATTORNEY
17.1	Appointment of attorney
	Each of the Vendors and Satron each appoints the Purchaser to be his/its Attorney on and with effect from Completion until 30 days after the later of the date of agreement or determination of the Consideration under this Agreement, granting to the Purchaser full power on his behalf to exercise all voting and other related rights attaching to the Sale Shares (other than, in respect of the trustees of the Employee Trust, any Sale Shares to be

29

transferred or acquired in accordance with the provisions of Clause 4.5) and the Satron Shares respectively to be sold by that Vendor including in particular, but without prejudice to the foregoing generality, power (at the Purchaser’s sole cost and expense):-

(a)	to execute a form of proxy in favour of such person or persons as the Purchaser may think fit to attend and vote as that Vendor’s proxy at any general meeting of the members, or separate class meeting of any class of members, of the Company in respect of such Sale Shares in such manner as the Purchaser may decide;
(b)	to pass any resolutions required under section 155 of the 1985 Act to facilitate Completion;
(c)	to consent to the convening and holding of any such meeting and the passing of the resolutions to be submitted at any such meeting on short notice;
(d)	to settle the terms of such resolutions; and
(e)	generally to procure that the Purchaser or its nominees are duly registered as the holders of all the Sale Shares.

17.2	Ratification of attorney acts
	Each Vendor hereby ratifies and confirms and hereby undertakes to ratify and confirm all and whatsoever the Purchaser shall lawfully do or cause to be done in pursuance of the power of attorney granted by Clause 17.1 (Appointment of attorney).
17.3	Power of attorney irrevocable for limited period
	Each Vendor hereby declares that the power of attorney granted by Clause 17.1 (Appointment of attorney) given by way of security and consequently shall be irrevocable until the date of registration of the transfer of the Sale Shares sold by the relevant Vendor in the books of the Company or the date referred to in Clause 17.1, whichever is the earlier, and thereafter the power of attorney shall lapse.
18	WAIVERS AND REMEDIES
	The rights of each party under this Agreement:-

(a)	may be exercised as often as necessary;
(b)	are cumulative and not exclusive of rights under the general law; and
(c)	may be waived only in writing and specifically.

	Any delay in exercising or failure to exercise any right shall not be a waiver of such right.
19	SUCCESSORS
19.1	Agreement binding on successors
	This Agreement shall be binding on the Vendors and the Satron Shareholders and their respective executors, personal representatives and successors whomsoever and, unless the context otherwise requires, references to the Vendors and the Satron Shareholders shall include references to such executors, personal representatives and successors.

30

19.2	Agreement binding on assignees
	This Agreement shall be binding on, and shall enure for the benefit, of any person to whom any right and/or obligation is validly assigned or transferred pursuant to Clause 10 (Assignation).
20	COSTS AND STAMP DUTY
20.1	Payment of costs, losses and expenses
	Each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and other agreements forming part of the transaction.
20.2	Stamp Duty
	The Purchaser shall be responsible for payment of all stamp duty in respect of this Agreement and the carrying into effect thereof.
21	NOTICES
21.1	Notices and deemed receipt
	Any notice or other communication to be given under, or in connection with the matters contemplated by, this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post (or registered airmail in the case of an address for service outside the United Kingdom) or by facsimile to the address and for the attention of the relevant party set out in Clause 21.2 (Addresses for notices) (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:-

(a)	if delivered personally, at the time of delivery;
(b)	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;
(c)	in the case of registered airmail, five days from the date of posting; and
(d)	in the case of fax, at the time of transmission,

	provided that if deemed receipt occurs before 9am on a business day the notice shall be deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9am on the next business day. For the purpose of this Clause 19.1, “business day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
21.2	Addresses for notices
	The addresses and facsimile numbers of the parties for the purposes of Clause 21.1 (Notices and deemed receipt) are:-

Purchaser:	BioReliance (Glasgow) Limited
Address:	Innovation Park

31

	Hillfoots Road
	Stirling, FK9 4NF
For the attention of:	Ray Cosgrove
Fax number:	01786 464764
Vendors:
Address:	McGrigor Donald
	Princes Exchange
	1 Earl Grey Street
	Edinburgh, EH3 9AQ
For the attention of:	Anna Brown/ Craig Stirling
Fax number:	0131 777 7003
Guarantor:	BioReliance Corporation
Address:	14920 Broschart Road
	Rockville
	Maryland 20850-3349
	USA
For the attention of:	John Coker
Fax number:	001 301 6102592

	or such other address or facsimile number in the United Kingdom (or the United States of America in relation to the Guarantor) as may be notified in writing from time to time by the relevant party to the other parties.
21.3	No electronic service
	For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by e-mail.
22	ENTIRE AGREEMENT
22.1	Agreement constitutes entire agreement
	This Agreement, the Exclusivity Letter and the documents referred to in it (together the “Acquisition Documents”), constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement.
22.2	Acknowledgement from Purchaser
	Except for any misrepresentation or breach of warranty which constitutes fraud each of the parties:-

32

(a)	acknowledges that the Acquisition Documents supersede and extinguish any previous agreements between the parties in relation to the subject matter of this Agreement and any representations and warranties previously made or given other than those contained in this Agreement; and
(b)	acknowledges and agrees that in entering into the Acquisition Documents, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement as a Warranty.

23	GOVERNING LAW AND JURISDICTION
23.1	Governing Law
	This Agreement shall be governed by and construed in accordance with the law of Scotland.
23.2	Jurisdiction
	The parties hereto submit to the non-exclusive jurisdiction of the Court of Session as regards any claim, dispute or matter arising out of or relating to this Agreement and its implementation or effect.

IN WITNESS of which the parties have executed this document as follows:-

SUBSCRIBED by the said GILLIAN MARGARET LEES

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

33

SUBSCRIBED by the said LAUREN RACHEL LEES

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said STACIE DAWN LEES

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said DAVID EDWARD ONIONS

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

34

SUBSCRIBED by the said ALEXANDRA BARBARA ONIONS

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said TRUSTEES OF THE
ALEXANDRA ONIONS 1998 CHILDREN’S SETTLEMENT

at
on the	day
of	2003
by

before this witness
	Trustee
	Full Name
	Trustee
	Full Name

SUBSCRIBED by the said SAM EDWARD ONIONS

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

35

SUBSCRIBED by the said ADAM ZAC ONIONS

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MALCOLM KEITH BRATTLE

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said JANET SELINA BRATTLE

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

36

SUBSCRIBED by the said JEREMY JOHN BRATTLE

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said ANDREW JAMES BRATTLE

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED for and on behalf of 3i GROUP PLC

at
on the	day
of	2003
by

	Authorised Signatory
	Full Name
before this witness
	Witness
	Full Name
	Address

37

SUBSCRIBED for and on behalf of 3i PLC

at
on the	day
of	2003
by

	Authorised Signatory
	Full Name
before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MRS ROSLYN MCLAUGHLIN

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MRS VIVIEN HOWE

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

38

SUBSCRIBED by the said MRS GILLIAN DONAGHY

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MRS VERA MARGARET GORMLY

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MR ALASDAIR W G GORMLY

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

39

SUBSCRIBED by the said MRS MARGARET PARROTT

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said DR LYNN GARDNER

at
on the	day
of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said Trustees of the
AGG 1997 A&M TRUST

at
on the	day
of	2003
by

before this witness
	Trustee
	Full Name
	Trustee
	Full Name

SUBSCRIBED for and on behalf of the said
SATRON MANAGEMENT SERVICES (TECHNOLOGY) LIMITED

at
on the	day
of	2003
by

Director

Director/Secretary

40

SUBSCRIBED for and on behalf of Q-ONE BIOTECH
LIMITED EMPLOYEE BENEFITS TRUST

at
on the	day
of	2003
by

Trustee

Full Name

Trustee

Full Name

SUBSCRIBED for and on behalf of BIORELIANCE (GLASGOW) LIMITED

at
on the	day of	2003
as follows

Director

Director/Secretary

SUBSCRIBED for and on behalf of the said
BIORELIANCE CORPORATION

at
on the	day
of	2003
by

	Director
in the presence of
	Witness
	Full Name
	Address

41

SCHEDULE

PART 2

The Company

Name:	Q-One Biotech Group Limited
Date of incorporation:	14/12/01
Previous names and dates of change:	Pacific Shelf 1099 Limited; 11/04/02
Registered number:	SC226293
Registered office:	Unit 5, Todd Campus, West of Scotland Science Park, Glasgow G20 0XA
Authorised share capital:	£328,947
Issued share capital:	£198,947
Directors:	Allan G Gormly
	Gillian Lees
	David Onions
	Malcolm Brattle
	Robert Reid
	James Allan Parrott
Secretary:	Robert Reid
Auditors:	Ernst & Young LLP, Glasgow
Accounting Reference Date:	31/03
Latest accounts filed:	N/A
Date latest annual return made up to:	14/12/2002
Extant registered charges:	Standard Security registered on 17/01/03 in favour of the Governor and Company of the Bank of Scotland over subjects extending to 0.452 hectares at Todd Campus, Glasgow securing all sums due or to become due.

46

SCHEDULE

PART 3

The Subsidiaries

Name:	Q-One Biotech Limited
Date of incorporation:	06/02/90
Previous names and dates of change:	Quality Biotech Limited; 01/01/94
Registered number:	SC122767
Registered office:	Unit 5, Todd Campus, West of Scotland Science Park, Glasgow G20 0XA
Authorised share capital:	£328,947
Issued share capital:	£198,947
Directors:	John Alexander Begg
	Gillian Lees
	Dr Kenneth Thomas Smith
	Dr Stephen Gibson
	Robert Reid
	Margaret Temple
	David Charles Venables
Secretary:	Robert Reid
Auditors:	Ernst & Young LLP, Glasgow
Accounting Reference Date:	31/03
Latest accounts filed:	31/03/2002 (Group)
Date latest annual return made up to:	14/12/2002
Extant registered charges:	None

47

Name:	Q-One Biotech Inc
Date of incorporation:	7 June 1999 in Delaware, 27 April 2000 in Massachusetts
Previous names and dates of change:	None
Registered number:	Delaware: 3052977
Registered office:	Delaware: Harvard Business Services Inc., 25 Greystone Manor, Lewes, DE 19958
	Massachusetts: c/o Fletcher, Tilton & Whipple, P.C., 370 Main Street, Suite 1200, Worcester, MA 01608 (Resident Agent: Corporation Service Company, 84 State Street, Boston, MA 02109)
Authorised share capital:	$2,000
Issued share capital:	20,000 Shares Common $0.10 par value
Registered shareholders:	Q-One Biotech Group Limited
Directors:	David E Onions, Malcolm K Brattle, Robert Reid
Secretary:	Robert Reid
Auditors:	Ernst & Young LLP
Accounting Reference Date:	31 March
Latest accounts filed:	Not applicable
Date latest annual return made up to:	Not applicable
Extant registered charges:	None

48

Name:	Quip Technology Limited
Date of incorporation:	17/02/99
Previous names and dates of change:	None
Registered number:	SC193533
Registered office:	Unit 5, Todd Campus, West of Scotland Science Park, Glasgow G20 0XA
Authorised share capital:	£100
Issued share capital:	£2
Registered shareholders:	Q-One Biotech Group Limited
Directors:	David Edward Onions, James Allan Parrott, Gillian Margaret Lees, Malcolm Keith Brattle
Secretary:	Robert Reid
Auditors:	Ernst & Young LLP, Glasgow
Accounting Reference Date:	31/03
Latest accounts filed:	31/03/02
Date latest annual return made up to:	17/02/03
Extant registered charges:	None

49

SCHEDULE

PART 6

Title Warranties

1	Each Vendor has full power and authority and has obtained all necessary consents, waivers and licences to enter into and perform this Agreement and each Warrantor has full power and authority to enter into and perform the Tax Deed and this Agreement and the Tax Deed when executed will constitute binding obligations on each Vendor or Warrantor (as the case may be) in accordance with their respective terms in so far as they relate to that Vendor and/or the Sale Shares held by that Vendor.
2	Each Vendor is the registered holder of and is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Sale Shares set opposite the name of such Vendor in Column (2) of the Schedule Part 1 (other than in respect of the trustees of the Employee Trust in respect of the Sale Shares to be transferred or acquired in accordance with the provisions of Clause 4.5) free from all Encumbrances on the terms of this Agreement.
3	There is not, nor is there any agreement or arrangement to create, any Encumbrance on, over or affecting the Sale Shares set opposite the name of such Vendor in Column (2) of the Schedule Part 1 (other than in respect of the trustees of the Employee Trust in respect of the Sale Shares to be transferred or acquired in accordance with the provisions of Clause 4.5) and no claim has been made by any person to be entitled to any of the foregoing.
4	Except as expressly contemplated by this Agreement or expressly disclosed in the Disclosure Letter, there are no amounts owing by or to the Group to or by such Vendor or any present or former director thereof appointed by such Vendor nor are there any guarantees or indemnities given by or binding on the Group in respect of liabilities or obligations (whether actual or contingent) of such Vendor or any such director.
5	Except as expressly contemplated by this Agreement, the Group is not and will not at Completion be under any liability or obligation (actual or contingent or otherwise) by reason of any transaction entered into by it with or any payment or benefit provided by it for the benefit of such Vendor or any present or former director appointed by such Vendor.
6	The Sale Shares of each Vendor are the only shares in the Group held or owned by such Vendor.
7	Neither the Vendors nor any former or present associate or connected person thereof has or will at Completion have any right option or other entitlement to purchase subscribe for or otherwise acquire any loan or share capital or debenture of any member of the Group or any rights or interests in respect thereof.

52

SCHEDULE

PART 7

Commercial Warranties

1	General
1.1	So far as the Warrantors are aware, the written information included in the Data Room and subsequently provided by or on behalf of the Vendors to the Purchaser was when given true and accurate in all material respects.
1.2	The Sale Shares and the Satron Shares constitute the whole of the issued and allotted share capital of the Company and are fully paid or credited as fully paid.
1.3	The Subsidiaries are the only subsidiaries and subsidiary undertakings of the Company and, save for the Subsidiaries, the Company does not have and has never been or had any subsidiary and nor has it ever been the legal or beneficial owner of any share or loan capital of any company.
1.4	The Company is the registered holder and beneficial owner of the entire issued and allotted share capital of each Subsidiary.
1.5	All shares in the Subsidiaries are held by the Company free from Encumbrances and have been duly authorised, validly issued, are fully paid and non-assessable and were issued in compliance with all applicable laws.
1.6	The Company is a private company limited by shares and the information set out in Schedule Parts 2 and 3 is correct.
1.7	There is not now any debenture or loan capital or any agreement to create or issue any debenture or loan or share capital of the Company or, save as set out in the Disclosure Letter, any option to subscribe for or acquire or any agreement to put under option any debenture or loan or share capital of the Company and, save as set out in the Disclosure Letter, no person has the right (whether pursuant to conversion or otherwise) to call for the issue of any debenture or share or loan capital of the Company under any agreement or other arrangement presently in force.
1.8	The register of members of the Company is correct and properly written up to date and there has been no notice of any proceedings to correct or rectify any such register.
1.9	Neither the Company nor any class of its members has since the Accounting Date passed any resolution.
1.10	The Company has complied with the provisions of the Companies Act or its equivalent in the country of its incorporation and all returns particulars resolutions and other documents required to be delivered on behalf of the Company to the Registrar of Companies and any similar authority in the United States in relation to Q-One Biotech Inc have been properly made and delivered.
1.11	Other than Q-One Biotech Inc., the Company does not have any branch outside of the United Kingdom.

53

2	Accounts
2.1	The Accounts have been prepared in accordance with the historical cost convention; and the bases and policies of accounting, adopted for the purpose of preparing the Accounts, are the same as those adopted in preparing the audited accounts of the Company in respect of the three last preceding accounting periods.
2.2	The Accounts and the Past Accounts:

(a)	give a true and fair view of the assets and liabilities of the Company at the Accounting Date and its profits for the financial period ended on that date;
(b)	comply with the requirements of the Companies Acts or, in the case of Q-One Biotech Inc, in compliance with the legislation governing or relating to the preparation of its accounts;
(c)	comply with current FRS’s applicable to the Company at the relevant time; and
(d)	are not affected by any extraordinary or exceptional item as those terms are commonly understood in terms of Accounting Requirements.

2.3	All proper and necessary books of account, ledgers, minute books, registers and records have been properly and accurately kept and completed by the Company and accurately present and reflect as required by law the assets and liabilities (actual and contingent) of the Company and all transactions to which it is or has been a party.
2.4	The Management Accounts have been carefully prepared in accordance with the normal monthly management procedure adopted by the Company which is consistent with and uses the accounting policies, bases and practices used in preparing the Accounts, save in so far as would not reasonably be regarded as appropriate for unaudited management accounts.
2.5	No amount included in the Accounts as owing to the Company at the Accounting Date or in the Management Accounts has realised an amount in excess of £5,000 less than the value for which it was included in the Accounts or Management Accounts (as the case may be) or is or ought to be now regarded as irrecoverable (to the extent that the Company has received or is in receipt of notification (formal or informal) indicating the same) in whole or in part.
3	Since the Accounting Date
3.1	Since the Accounting Date:

(a)	the business of the Company has been carried on in the ordinary course and so as to maintain it as a going concern and there has been no material adverse change in the financial position of the Company;
(b)	there has been no material reduction in the book value of the net assets of the Company as shown in the Accounts;
(c)	the Company has not made or agreed to make any payment or entered into any transaction or commitment or incurred any liability except in the ordinary course of its trading and for full value;
(d)	the Company has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the ordinary course of business; and

54

(e) save as set out in the Disclosure Letter, no distribution of capital or income has been declared made or paid by or in respect of any share capital or assets of the Company.

3.2	Since the Accounting Date the business of the Company has not been materially and adversely affected by the loss of any material customer(s) or source(s) of supply or any abnormal factor(s) not affecting similar businesses to a similar extent, and the Warrantors have received no notification (whether oral or written) of any facts likely to give rise to any such effect whether before or after Completion.
3.3	Save as set out in the Accounts, the Company did not have any material capital commitments outstanding at the Accounting Date and has not, since then, incurred or agreed to incur any material capital expenditure or commitments or disposed of any material capital assets. For the purposes of this warranty, “material” shall mean £75,000.
3.4	Details of all dividends declared, made or paid since the Accounting Date are set out in the Disclosure Letter.
3.5	The Company has not, since the Accounting Date, repaid, or become liable to repay, any Indebtedness in advance of its stated maturity.
3.6	There are no material liabilities which are outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred, in the ordinary and proper course of trading, since the Accounting Date.
3.7	Details of all debtors of the Company as at 8 August 2003 are annexed to the Disclosure Letter.
3.8	The Company has, since the Accounting Date, paid its creditors in accordance with the Company’s usual practice. Details of all creditors as at 8 August 2003 are annexed to the Disclosure Letter.
4	Financial Commitments and Borrowings
4.1	Save as set out in the Disclosure Letter, the Company has no Indebtedness.
4.2	Full particulars of all the bank accounts of the Company and of the bank mandates applicable thereto are set out in the Disclosure Letter.
4.3	No amounts are presently owing to the Company as a result of any loan or advance made by the Company prior to the date of this Agreement (otherwise than as a result of giving credit in the normal course of business) and the Company has not agreed to make any such loan or advance.
4.4	Save as set out in the Disclosure Letter, the Company has not created nor has it agreed to create and nor is there subsisting any Encumbrance over all or any of its property assets undertaking goodwill reserves or share capital.
4.5	The Company is not exceeding any borrowing limit imposed upon it by its bankers or other lenders or by its Articles of Association (or equivalent constitutional documents) or otherwise and has not entered into any commitment or arrangement which might cause it to exceed any such borrowing limit.
4.6	No order has been made or petition presented or resolution passed for the winding up of the Company nor has any administrator or receiver been appointed or any distress execution or

55

	other process been levied in respect of the Company’s undertaking or assets or any part thereof, and the Company has not received any notice under nor is it or could it be deemed unable to pay its debts for the purposes of Section 123 of the Insolvency Act 1986.
4.7	Full particulars are contained in the Data Room of all investment and other grants and allowances and of all loans and financial aid of any kind applied for or received or receivable by the Company from any Governmental department board body or agency authority and so far as the Warrantors are aware nothing has been done or agreed as a result of which any such grant allowance loan or financial aid is or may be liable to be refused refunded or clawed back in whole or in part, including as a result of a change of control of the Company.
4.8	There is not now outstanding in respect of the Company any guarantee or warranty or indemnity or bond or for suretyship, given by, or for the accommodation of the Company.
4.9	There are no sums owed by any Vendor to the Company nor by the Company to any Vendor (other than salary, benefits and reimbursement of expenses in the ordinary course of business of those Vendors who are also employees of the Company).
5	Trading
5.1	The Company is not, nor has it agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association (other than professional and representative trading associations).
5.2	No power of attorney given by the Company is in force.
5.3	There are no outstanding authorities (express or implied) by which any person, other than employees or officers of the Company, may enter into any contract or commitment to do anything on behalf of the Company.
5.4	The Disclosure Letter contains particulars of all subsisting contracts (with an individual value in excess of £75,000) to which the Company is a party at the date of this Agreement.
5.5	Save as set out in the Disclosure Letter, the Company is not party to nor liable in respect of and none of the assets or property owned or used by the Company is affected by:

(a)	any contract, covenant, commitment or arrangement (i) which constituted, at the time the relevant contract was entered into, an onerous obligation as such term is commonly understood in terms of Financial Reporting Standard 12, or (ii) which is a contract entered into with a supplier and is not terminable by the Company without compensation by three months notice or less or which is unlikely to be fully performed within three months from the date hereof, or (iii) made otherwise than in the ordinary and usual course of the business of the Company as now carried on or (iv) which has an individual value in excess of £75,000 and in respect of which any party thereto has not performed and complied in all material respects with its obligations;
(b)	any contract, covenant, commitment or arrangement which in any material respect restricts the freedom of the Company to carry on its business or any part thereof in any part of the world;
(c)	any contract covenant commitment or arrangement which is or is liable to be terminated or altered by another party as a result of any change in the control management or shareholders of the Company.

56

5.6	The Company has not been notified that it is in default in respect of any material obligation or restriction binding upon it and which default remains outstanding.
5.7	The Company is not a party to, nor has its profits or financial position prior to the date hereof been affected by, any contract or arrangement which is not of an entirely arm’s length nature.
5.8	No significant supplier of the Company has unilaterally ceased supplying it or has reduced its supplies to the Company to a material extent.
5.9	No material customer of the Company has terminated any legally binding contract with it or withdrawn its custom with the Company since the Accounting Date.
5.10	The Company has not been notified or is not otherwise aware (no enquiry having been made) that any material supplier or customer proposes to terminate its supplies to or trading relationship with, as appropriate, the Company.
5.11	The Company has not received any process, notice or communication (formal or informal) and the Warrantors are not otherwise aware that any of the practices of the Company is or has been the subject of or affected by any investigation, reference, report or order made by the Office of Fair Trading, Consumer Protection Advisory Committee, Trading Standards Authority, the Competition Commission, the Secretary of State, European Commission or any other authority of any country having jurisdiction in anti-trust matters or in respect of international trade sanctions or anti-corruption laws or practices, and no undertaking has been given by the Company to any such body or authority
5.12	The Company has not received any notification (formal or informal) that any of the products manufactured or promoted or sold or otherwise supplied by or through the Company have at any time infringed any applicable statutes, regulations, orders or other provisions of law or binding codes of practice which have given rise or could reasonably be expected to give rise to a claim or series of related claims for a material uninsured product liability.
5.13	The Company has not manufactured any product for use in clinical trials in humans in contravention of any applicable statutes, regulations, orders or provisions of law or binding codes of practice which have given rise or which could reasonably be expected to give rise to a product liability claim or series of claims, the liability in respect of which is not covered at the date hereof to a material extent by insurance.
6	Licences and Consents
6.1	Save as set out in the Disclosure Letter, and so far as the Warrantors are aware, all licences consents permissions and authorities necessary to enable the Company to carry on its business and/or use its assets effectively in the places and in the manner in which such business is now carried on and/or assets are presently used have been obtained by the Company, copies of which are contained in the Data Room.
6.2	All such licences consents permissions and authorities referred to in paragraph 6.1 are in full force and effect and so far as the Warrantors are aware, have been complied with by the Company and its employees in all material respects and the Warrantors are not aware of any circumstances indicating that any of the same is likely to be suspended cancelled revoked or not renewed in the ordinary course.
6.3	Neither the Company nor so far as the Warrantors are aware any person for whom it is vicariously responsible has committed within the last 3 years from the date of this Agreement any material breach of or failed to perform or observe (a) any provision of its

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	Memorandum or Articles of Association; or (b) any covenant or agreement or the terms or conditions of any consent or licence material to the Business or any judgment or order of a Court or other competent tribunal or authority by which the Company is bound or to which it is a party or which affects any of its assets.
7	Litigation/Disputes
7.1	Apart from routine debt collection by the Company as plaintiff for debts owing in the ordinary course of business and not exceeding £10,000 in aggregate:

(a)	the Company is not engaged or proposing to engage in or the subject of any litigation arbitration prosecution or other tribunal or legal proceedings or any claims (which in the case of claims against the Company means notified claims) or actions in connection with the Business;
(b)	so far as the Warrantors are aware, no such litigation arbitration prosecution or other tribunal or legal proceedings or claims or actions are in progress outstanding pending or threatened by or against the Company, any of its assets (including, without limitation, its Business Intellectual Property), or any person for whom it is vicariously responsible, or in respect of which the Company is or could be liable to indemnify or compensate any third party; and
(c)	so far as the Warrantors are aware, there are no facts or other circumstances which will or could reasonably be expected to give rise to or result in such litigation arbitration investigation prosecution or other tribunal or legal proceedings or claims or actions.

7.2	The Warrantors have not been notified in the last 3 years of any dispute with any revenue or other official department in the United Kingdom or elsewhere, in relation to the affairs of the Company.
7.3	So far as the Warrantors are aware, there are no claims notified and pending or threatened against the Company, by an employee or third party, in respect of any accident or injury, which are not covered by insurance.
8	Property
8.1	The Company has a good and marketable title to the Heritable Property containing no exclusion of indemnity under section 12(2) of the Land Registration (Scotland) Act 1979 (where a land certificate has been issued) in its own name as indicated in Part 4 of the Schedule and the Company and/or the Subsidiaries are the parties currently in right of the tenant’s interest in the Leasehold Property.
8.2	The Heritable Property and the Leasehold Property comprise all the estate or interest of the Company in any land or premises.
8.3	Neither the Company nor any of the Subsidiaries has any liability (actual or contingent) in respect of any land or premises other than the Heritable Property and the Leasehold Property.
8.4	The Company is in physical possession and actual occupation of the Heritable Property and the Subsidiaries are in actual occupation of and are the only parties entitled to occupy the Leasehold Property and no part of the Heritable Property and the Leasehold Property is subject to any lease (or sub-lease in the case of the Leasehold Property), licence or any other agreement giving any right of occupancy to any third party.

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8.5	Save as disclosed in the Land Certificate title Number GLA151 821 (“the Land Certificate”), there is no option, or agreement for sale, mortgage (whether specific or floating), charge, lien, lease agreement or lease, overriding interest (as defined in section 28 of the Land Registration (Scotland) Act 1979), reservation of minerals, pecuniary burden, agreement to grant any standard security, inhibition, adjudication or any other encumbrance in respect of any of the Heritable Property.
8.6	The Heritable Property is not subject to the payment of any outgoings (except general and water rates together with a proportion of the service charge for the Todd Campus).
8.7	So far as the Company is aware, it has observed all material conditions (including burdens and title conditions contained in the title deeds for the Heritable Property and the Leasehold Property) except in so far as they are of a continuing enforceable nature), restrictions, agreements, statutory requirements and planning consents, affecting the Heritable Property and the Leasehold Property, and no notice of any breach of any such matter has been received and is not aware of any breach of any such matter.
8.8	So far as the Company is aware, the use of the Heritable Property and the Leasehold Property is the permitted use for the purposes of, where applicable, the Town and Country Planning (Scotland) Act 1997.
8.9	So far as the Company is aware, the Heritable Property is not subject to and is not claimed to be subject to any servitude, public rights of way or other like rights.
8.10	Neither the Company nor any of the Subsidiaries has received any irritancy notice in respect of the Leasehold Property.
8.11	Save as disclosed in Part 5 of the Schedule, the Leasehold Property is not subject to any fixed or floating charge, agreement or assignation or surrender, sub-lease, agreement for sub-lease, licence or overriding interest (as defined in section 28 of the Land Registration (Scotland) Act 1979), inhibition, adjudication or any other encumbrance.
8.12	None of the leases for the Leasehold Property (“the Leases”) is subject to any amendment or variations.
8.13	The Company has not applied for any consent or approval from the landlord under any of the leases to any alteration, improvement, change of uses, assignation or sub-lease or for any other purpose and in particular no such application is outstanding.
8.14	All sums due under the Leases in respect of the Leasehold Property including the relevant proportion of the annual rent due on or prior to the date hereof are fully paid where appropriate and up to date.
8.15	Neither the Company nor any of the Subsidiaries has received any notice of any material breach of the terms of any of its leases of the Leasehold Property.
8.16	Neither the Company nor any of the Subsidiaries has received any notice of proposed rent review due under the Leases, nor is any notice pending.
8.17	Neither the Company nor any of the Subsidiaries has served any notice on the landlords under any of the Leases exercising any option to terminate any of the Leases or to purchase the landlords’ interest in any of the Leases.

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9	Environmental
9.1	In this paragraph 9:
	“Environment” means all, or any, of the following media, namely land, water and air (wherever situated) and includes all human or plant life and living organisms whether natural or modified genetically or otherwise;
	“Environmental Contamination” means any release, leakage, discharge, deposit, emission, disposal, dumping, spillage or other escape of Hazardous Materials into the Environment made or caused by the Company on, under or emanating from the Properties;
	“Environmental Laws” means all statutes and subordinate legislation, all International or European Community laws, treaties, regulations and directives and other national laws applicable to the Company including common law, regulation, binding codes of practice or guidance, decisions of the European Court and any bylaw, order, notice, demand, decree, interdict, resolution or judgment of any competent authority relating to the operation of the Business and the pollution or protection, investigation or restoration of the Environment or human health and safety or relates in any way to Hazardous Materials or packaging; or noise, odour, vibration, radiation or interference with the use or enjoyment of land; or the erection, occupation or use of man-made or natural substances above or below ground;
	“Environmental Liabilities” means criminal or civil fines or penalties or the costs of any remedial work or Third Party Claim or all other direct and/or indirect costs, claims, liens, actions, damages, losses, penalties, liabilities and expenses (including reasonable professional fees incurred in investigating or defending any claim or proceeding whether such claim is successfully defended or not) and for which the Purchaser and/or the Company and/or any of the Subsidiaries is liable or which the Purchaser and/or the Company and/or any of the Subsidiaries incurs as a consequence of the release by the Company or a Subsidiary at the Heritable Property and the Leasehold Property of any Hazardous Materials or Waste (save as permitted by any Permit) or any breach of Environmental Laws by the Company or a Subsidiary which arises or has arisen at the Heritable Property and the Leasehold Property out of the carrying on of the Business;
	“Hazardous Materials” means any substances or matter (including, without limitation, physical agents, biologically derived contaminants, biological agents, infectious agents and assayable biological contaminants) whether alone or in combination with other substances which are harmful to human health and safety or capable of causing harm or damage to property or the Environment;
	“Permit” means any permit, licence, consent, authorisation, registration, specification, approval, certificate or qualification required by Environmental Laws for the carrying on of the Business;
	“Release” means any release, spillage, emission, pumping, pouring, injecting, depositing, disposing, leaching, dumping or migration of Hazardous Materials or Waste;
	“Third Party Claim” means a claim by a person for damages, nuisance or an injunction or interdict or other relief or remedy; and
	“Waste” means “Directive Waste” as defined in Regulation 1(3) of the Waste Management Licensing Regulations 1994.
9.2	So far as the Warrantors are aware, the Company is in compliance with Environmental Laws, there has been no Release of Hazardous Materials or Waste on or from the Properties and the Company has not been notified by regulatory agencies, governmental agencies or legal counsel that it has not or may not have complied with Environmental Laws and the

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	terms and conditions of all Permits and, so far as the Warrantors are aware, there are no circumstances which are likely to give rise to a breach of Environmental Laws or are likely to give rise to Environmental Liabilities.
9.3	All Permits have been obtained and are in full force and effect and so far as the Warrantors are aware, the Company has complied in all material respects at all times with and continues to comply with all conditions of each Permit and all Permits have been obtained and maintained on the basis of true and accurate information supplied to the competent authority.
9.4	So far as the Warrantors are aware, no Permits are limited in duration or are subject to unusual or onerous conditions and the maintaining in full force and effect of such Permits will not require any unusual expenditure or works by the Company and/or the Purchaser.
9.5	The Warrantors will use their reasonable endeavours to ensure that all Permits are (where necessary) transferred to the Purchaser or, as the case may be, renewed. In particular, but without limitation, the Warrantors will assist the Purchaser in making application to or providing information to any relevant authority for the purpose of such transfer or renewal.
9.6	The Company is not engaged in and the Warrantors are not aware of any facts which make it likely or desirable that it should be engaged in any appeal in respect of any Permit or any conditions contained therein or any review thereof or any refusal of any Permit and the Warrantors have no reason to believe that those Permits which have been applied for but which have not yet been granted or are pending will not be granted within a reasonable period of time and on acceptable terms.
9.7	So far as the Warrantors are aware, there have been no environmental audits and/or assessments or surveys, groundwater or soil testing and health and safety assessments commissioned or carried out by the Company nor by any regulatory body for or in relation to the Business and/or the Heritable Property and the Leasehold Property.
9.8	The Company has not received any communication (formal or informal):

(a)	alleging or intimating a breach of the terms and/or conditions of a Permit, or
(b)	alleging or intimating a breach of any Environmental Laws, or
(c)	varying, revoking, suspending or cancelling the terms of a Permit or indicating an intention or threatening so to do and the Warrantors have received no notification (formal or informal) that there are facts or circumstances which may result in any Permit being varied, modified, revoked or suspended or which may prejudice its renewal, extension, grant or (where necessary) transfer; or
(d)	alleging or intimating a breach of Environmental Law, or where failure to comply with such communication could constitute a breach of Environmental Law or where compliance with such communication could be secured by further proceedings by such relevant authority; or
(e)	alleging or intimating any Environmental Liabilities or investigations or claims into or disputes in relation to such liabilities.

9.9 So far as the Warrantors are aware, all Properties are free from any Environmental Contamination which could give rise (whether on the relevant sites or on other land) to any risk to the Environment. So far as the Warrantors are aware, all sites formerly owned or occupied by the Company were free from such contamination at the time when they ceased

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	to be owned or occupied by the Company and full particulars of any such former Properties have been provided.
9.10	So far as the Warrantors are aware, the Company has not used, disposed of, generated, stored, transported, dumped, released, deposited, buried or emitted any Hazardous Materials at, on, from or under any of the Properties or at, on, from or under any other premises in breach of Environmental Laws.
9.11	So far as the Warrantors are aware, no other person has used, disposed of, generated, stored, transported, dumped, released, deposited, buried or emitted any Hazardous Materials at, on, from or under any of the Properties.
9.12	So far as the Warrantors are aware, no expenditure in excess of £5,000 will be required to be incurred by the Purchaser to comply with any applicable Environmental Law or any condition attaching to any Permit.
10	Employment
10.1	Particulars of the identities, dates of commencement of employment, or appointment to office and terms and conditions of employment, of all the employees and officers of the Company, including bonus arrangements, are set out in the Data Room.
10.2	Since the Accounting Date or (when employment or holding of office commenced after that date) since the commencement date of such employment or holding of office, no change has been made in the rate of remuneration, or the emoluments or pension benefits, of any officer, ex-officer or senior executive of the Company (a senior executive being a person in receipt of remuneration in excess of £50,000 per annum).
10.3	The Company is not bound or accustomed to pay any moneys other than in respect of remuneration, or emoluments of employment, or pension benefits, to, or for the benefit of, any officer or employee of the Company.
10.4	No present officer employee consultant of the Company has given or received notice terminating his employment or engagement or is entitled (without giving proper notice) to terminate his employment or engagement with the Company.
10.5	Save as set out in the Disclosure Letter, all contracts of employment or engagement between the Company and its officers, employees or consultants are lawfully determinable by the Company without compensation (in the case of employees) by notice not exceeding the relevant statutory minimum period and (in any other case) by three months notice or less.
10.6	The Company is not party to any agreement or arrangement or practice imposing a legal or moral obligation on it to increase the rates of remuneration of or to make any bonus or incentive payments or any benefits in kind or any payments under a profit sharing scheme to or on behalf of any of its former present or future officers employees or consultants, whether now or at any future date.
10.7	Save as set out in the Disclosure Letter, there is not in existence any share incentive scheme share option scheme or profit sharing scheme for all or any of the Company’s directors or officers or employees or consultants and no proposals for any such scheme or arrangement are under consideration by the Company.
10.8	The Company is not party to any collective agreement or any other agreement or arrangement with any trade union or any other body representing employees of the Company.

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10.9	The Company has never been involved in any strike lock out, go-slow, work-to-rule or other form of industrial dispute and so far as the Warrantors are aware there are no facts or circumstances which might lead to any such industrial dispute.
10.10	So far as the Warrantors are aware, the Company has complied in all material respects with all its statutory obligations relating to employees including (without limitation) its obligations under the Employment Rights Act 1996, Sex Discrimination Act 1975, Equal Pay Act 1970, Race Relations Act 1976, Disability Discrimination Act 1995, National Minimum Wage Act 1998, National Minimum Wage Regulations 1999, Working Time Regulations 1998, Employment Relations Act 1999, Data Protection Act 1998, and the Transfer of Undertakings (Protection of Employment) Regulations 1981.
11	Pensions
11.1	For the purposes of this clause, the following expressions shall have the following meanings:-

“COBRA” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code §4980B and of any similar United States state law.

“ERISA” means the Employee Retirement Income Security Act 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

the “Life Scheme” means the scheme known as the Q-One Biotech Limited Group Life Scheme established by a trust deed dated 12 December 2002.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(3) of ERISA) of the Company or any ERISA Affiliate which provides benefits for Employees residing in the United States of America and/or their dependants or beneficiaries.

the “Pension Scheme” means the personal pension scheme known as the Standard Life Appropriate Personal Pension Scheme established with effect from 1 February 2001.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and any other employee benefit plan, program or arrangement of any kind established by the Company or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, by any ERISA Affiliate which provides benefits for Employees residing in the United States of America and/or their dependants.

“Prohibited Transaction” has the meaning set forth in ERISA §406 and Internal Revenue Code §4975.

“Welfare Plan” means any “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA, of the Company or any ERISA Affiliate which provides benefits for Employees residing in the Untied States of America and/or their dependants or beneficiaries.

11.2 Save for the Pension Scheme, the Life Scheme and the Q-One Biotech Inc. 401(k) Plan, there is no scheme, agreement or arrangement (whether legally enforceable or not) to which the Company or any ERISA Affiliate contributes or is party under which benefits of any kind are payable to or in respect of any employee or director of the Company or any ERISA Affiliate or any former employee or former director of the Company or any ERISA Affiliate

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	(or to any spouse or dependant of any of them) (each a “Relevant Employee”) on retirement, on death or in the event of incapacity, accident, disability or sickness or in other similar circumstances (including payment of medical expenses after leaving employment).
11.3	So far as the Warrantors are aware, the Company:

(a)	has not given any undertaking or assurance (whether legally enforceable or not) as to the continuance, introduction, improvement or increase of any benefit of a kind described in Warranty 11.1 or as to the rights of any person to receive such benefits, or
(b)	is not paying or has in the last two years paid any such benefit

to (in either case) any Relevant Employee or any widow, widower, child or dependant of any Relevant Employee.

11.4	The Company designated the Standard Life Stakeholder Pension Plan as its stakeholder pension scheme.
11.5	None of the Pension Scheme, the Life Scheme nor the Company is engaged or involved in any proceedings which relate to or are in connection with the Pension Scheme or the benefits thereunder and no such proceedings are pending or threatened and so far as the Warrantors are aware there are no facts likely to give rise to any such proceedings. In this Warranty 11.4, “proceedings” includes any litigation or arbitration and also includes any investigation or determination by the Pensions Ombudsman, the Occupational Pension Advisory Service or the Occupational Pensions Regulatory Authority or any complaint under any internal dispute resolution procedure established in connection with the Pension Scheme.
11.6	The Pension Scheme is approved under Chapter IV of Part XIV of the Taxes Act and the Life scheme is approved under Chapter I of Part XIV of the Taxes Act and so far as the Warrantors are aware there is no reason why such approvals might be withdrawn or might cease to apply.
11.7	Every person who has at any time been entitled to join or apply to join the Pension Scheme has been invited to do so as of the date on which he became so entitled having been informed in writing of his rights in this regard, and no person has been excluded from membership of the Pension Scheme or from any benefits thereunder in contravention of:

(a)	Articles 137 and 141 of the Treaty of Rome; and
(b)	the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations (SI 2000/1551).

11.8

The Company currently makes contributions to the Pension Scheme. So far as the Warrantors are aware no increase in the rates of any contribution to the Pension Scheme by the Company for any present or former employee or director of the Company is agreed or proposed or advised or envisaged and all contributions have been paid when due.

11.9

Each Plan is in compliance in all material respects with the applicable provision of ERISA, the Internal Revenue Code of 1986 (the “Internal Revenue Code”), as amended, and any other United States federal, state or applicable laws and has been maintained in accordance with the terms of such Plan and the terms of any applicable collective bargaining agreement. Each such Plan which is intended to meet the requirements of a “qualified plan” under Internal Revenue Code §401(a) has received a determination from the Internal Revenue

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	Service of the United States (the “IRS”) that such Plan is so qualified, and nothing has occurred since the date of such determination that could adversely affect the qualified status of any such Plan. There have been no Prohibited Transactions with respect to any Plan. No Fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Plan. No action, suit, proceeding, hearing, or investigation with respect to the administration or the investment of the assets of any such Plan (other than routine claims for benefits) is pending or threatened. The requirements of COBRA have been met with respect to each such Plan which is a Welfare Plan subject to COBRA.
11.10	The only benefits provided by the Life Scheme are benefits on the death in service of employees of the Company and all such benefits are insured under a life insurance policy with Royal & Sun Alliance, a copy of which are appended to the Disclosure Letter.
11.11	The Company does not now and has not ever maintained, contributed to or had any obligation to contribute to, nor has it had any liability or potential liability for any Plan that is a Pension Plan covered by Title IV of ERISA. The Company has delivered to Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the IRS, the most recent annual report (IRS Form 5500, with all applicable attachments), and all related trust agreements, insurance contracts, and other funding arrangements which implement each such Plan.
11.12	All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Internal Revenue Code to each such Plan that is a Pension Plan and all contributions for any period ending on or before the date hereof which are not yet due have been made to each such Pension Plan or accrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or before the date hereof have been paid with respect to each such Plan that is an Welfare Plan.
12	Assets
12.1	Save as set out in the Disclosure Letter, the Company owned at the Accounting Date, and had title to, all the assets included in the Accounts, and (except for current assets subsequently sold or realised in the ordinary course of business) still owns and has title to them and to all assets acquired since the Accounting Date and all other assets used or employed by the Company in conducting its Business (not shown in the Accounts) are the absolute Property of the Company free from any Encumbrance.
12.2	The material plant, machinery, and equipment used in connection with the business of the Company:

(a)	are in all material respects in a reasonable state of repair and condition and satisfactory working order;
(b)	are the property of the Company, save for those items the subject of the hire purchase, leasing or rental agreements listed in the Disclosure Letter, or in respect of which the outstanding payments do not exceed £10,000;
(c)	are not expected to require replacements at a cost in excess of £50,000 within six months from the date of this Agreement;

12.3 All of the Company’s material assets and undertakings (excluding all Intellectual Property) which are of an insurable nature, are, and have at all material times been, insured in amounts representing their full replacement or reinstatement value against fire and other risks

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	normally insured against by persons carrying on the same business as that carried on by the Company.
12.4	The Company is now, and has at all material times been, adequately covered against accident, damage, injury, third party loss, loss of profits and other risks normally insured against by persons carrying on the same business as that carried on by the Company.
12.5	All insurances are currently in full force and effect, and to the best of the knowledge and belief of the Warrantors nothing has been done or omitted to be done which could make any policy of insurance void or voidable.
12.6	No claim is outstanding, or, so far as the Warrantors are aware, may be made, under any of the insurance policies and to the best of the knowledge and information of the Warrantors, no circumstances exist which are likely to give rise to a claim.
13	Intellectual Property
13.1	Further Definitions

In this paragraph 13 unless the context requires otherwise:-

“Business Intellectual Property” means all Registered Intellectual Property and any material Unregistered Intellectual Property which is used in connection with Business as at the Completion Date;

“Copyright” means copyright, design rights (including European Community Rights), topography rights and database rights, whether registered or unregistered (including any applications for registration of any such thing) and any similar or analogous rights to any of the foregoing whether arising or granted under the law of Scotland or of any other jurisdiction;

“Intellectual Property” means:

(a)	Patent Rights;
(b)	Know How;
(c)	Trade Mark Rights;
(d)	Copyright and other rights in Software;
(e)	all documents, records, tapes, discs and any other materials containing Copyright works, Know How or Software;

“Intellectual Property Agreement” means all agreements or arrangements relating to the Business Intellectual Property listed in the Schedule Part 9D;

“Know How” means trade secrets and confidential business information including details of supply arrangements, customer lists and pricing policy; sales targets, sales statistics, market share statistics, marketing surveys and reports; marketing research; unpatented technical and other information including inventions, discoveries, processes and procedures, ideas, concepts, formulae, specifications, procedures for experiments and tests and results of experimentation and testing; together with all common law or statutory rights protecting the same including by any action for breach of confidence and any similar or analogous rights to

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any of the foregoing whether arising or granted under the law of Scotland or any other jurisdiction;

“Patent Rights” means patent applications or patents, author certificates, inventor certificates, utility certificates, improvement patents and models and certificates of addition including any divisions, renewals, continuations, refilings, confirmations-in-part, substitutions, registrations, confirmations, additions, extensions or reissues thereof and any similar or analogous rights to any of the foregoing whether arising or granted under the law of Scotland or any other jurisdiction;

“Registered Intellectual Property” means that Intellectual Property owned, used or exploited by the Company and which is listed in Schedule Parts 9A, 9B and 9C;

“Software” means any and all computer programs in both source and object code form, including all modules, routines and sub-routines thereof and all source and other preparatory materials relating thereto, including user requirements, functional specifications and programming specifications, ideas, principles, programming languages, algorithms, flow charts, logic, logic diagrams, orthographic representations, file structures, coding sheets, coding and including any manuals or other documentation relating thereto and computer generated works;

“Trade Mark Rights” means trade or service mark applications, registered trade and service marks, unregistered trade and service marks, get-up, company names, logos and other designations of origin, in each case with any associated goodwill, and all rights or form of protection of a similar or analogous nature including rights which protect goodwill whether arising or granted under the law of Scotland or any other jurisdiction;

“Unregistered Intellectual Property” means Intellectual Property other than Registered Intellectual Property owned, used, licensed or otherwise exploited by the Company;

13.2	Title
13.2.1	Except for any Intellectual Property licensed to the Company (each an “In-Licence”), the Group is the sole, or joint where disclosed, legal and beneficial owner of the Business Intellectual Property. The Company does not require any further Business Intellectual Property for the provision of its services or in relation to the processes employed by the Company as at the Completion Date.
13.2.2	The Registered Intellectual Property comprises all registered Business Intellectual Property owned by the Group.
13.2.3	Particulars as to registration (and applications therefor) of the Registered Intellectual Property are set out in the Schedule Parts 9A, 9B and 9C. So far as the Warrantors are aware, the Company has received no adverse opinion, whether from any registry concerned or its own advisers, in relation thereto.
13.2.4	All registration and/or renewal fees regarding the Registered Intellectual Property due on or before Completion have been paid in full.
13.2.5	So far as the Warrantors are aware, the Group has not in carrying on its business, does not at the date of this Agreement and so far as the Warrantors are aware will not prior to Completion infringe any Intellectual Property right of any person.
13.2.6	So far as the Warrantors are aware, all material Know-How owned, used or exploited by the Company and used in the Business has been documented, has been kept secret and

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	confidential and has not been disclosed to third parties without an obligation of confidence where such disclosure materially affects the validity or enforceability of the Business Intellectual Property.
13.2.7	No Business Intellectual Property has been charged, mortgaged, licensed or otherwise encumbered except in the normal course of business.
13.3	Intellectual Property Agreements
13.3.1	So far as the Warrantors are aware, all In-Licences for the use by the Company of Business Intellectual Property which is not owned by the Company are and will be at Completion subsisting and no party thereto is in breach of any of the provision thereof (the Company having made no enquiry of any other party), except in the normal course of business.
13.3.2	Save as disclosed in the Intellectual Property Agreements, copies of which have been disclosed, the Company has not entered into any agreement, arrangement or understanding for the licensing, or otherwise permitting the use or exploitation by a third party, of the Business Intellectual Property or which prevents, restricts or otherwise inhibits the Company’s freedom to use and exploit the Business Intellectual Property.
13.3.3	So far as the Warrantors are aware (not having made enquiry of any third party), no Intellectual Property Agreements within the five years prior to the date of this Agreement have been or are the subject of any material breach, default, act or omission by any party or of any event which by notice or by passage of time or both would constitute a default.
13.4	Infringement and Misuse
13.4.1	So far as the Warrantors are aware, the Business Intellectual Property is not currently being infringed, misused or used without authorisation by any third party or has been so infringed, misused or used without authorisation.

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SCHEDULE

PART 8

Taxation Warranties

1	Further Definitions
	In this Agreement unless the context requires otherwise:-
	“CAA” means the Capital Allowances Act 2001;
	“Finance Act” and “FA” followed by a year shall mean the Finance Act of the year in question;
	“VATA” means Value Added Tax Act 1994; and
	“VAT” means Value Added Tax.
2	Taxation

2.1	General
2.1.1	The Company has not within the last six years been the subject of an investigation or audit by the Inland Revenue or any other relevant taxation authority, and the Warrantors are not aware of any facts or matters which are likely to or may lead to any such investigation.
2.1.2	To the extent required by generally accepted accounting principles, the Accounts make provision or reserve for all Taxation which the Company was at the Accounting Date liable to pay.
2.1.3	To the extent required by generally accepted accounting principles, the Accounts make provision for deferred Taxation.
2.1.4	The Company is and always has been resident for Tax purposes only in the jurisdiction in which it is incorporated.
2.1.5	The Company has kept and preserved all such records and information that it is required by law to maintain to enable it to deliver correct and complete returns for its accounting periods.
2.1.6	The Company has duly and punctually made all instalment payments required by the Corporation Tax (Instalment Payments) Regulations 1998 and the corporate income tax laws of any other jurisdiction in which the Company is subject to tax, details of all such instalment payments made since the Accounts Date are set out in the Disclosure Letter and all such instalment payments have been made on the basis of a reasonable estimate of the Company’s tax liability for the relevant accounting period.
2.1.7	The Company and each of the Subsidiaries is, and each has at all times since its formation been, classified as a corporation for US Federal Tax purposes.

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2.2	Compliance
2.2.1	The Company has in the last six years (and will before the date hereof have) submitted to all relevant taxation authorities (whether of the United Kingdom or elsewhere) by the requisite dates all returns and other tax related filings which it is required by law or has otherwise been requested in writing by a taxation authority to make.
2.2.2	All such returns are complete and accurate in all material respects and are not the subject of any question or dispute and so far as the Warrantors are aware are not likely to become the subject of any question or dispute with any such taxation authority.
2.2.3	All payments by the Company to any person which ought to have been made under deduction of Taxation have been so made and the Company has (if required by law to do so) accounted to the relevant taxation authority for the Taxation so deducted.
2.2.4	The Company has duly and punctually paid all Taxation which it has become liable to pay and it has not paid or become liable to pay any penalty, fine or surcharge in connection with Taxation.
2.2.5	The Company has not in the last six years received any notice of enquiry into any return made by the Company.
2.3	Capital Allowances

No balancing charge under CAA (or other legislation relating to any capital allowances) would be made on the Company on the disposal of any pool of assets (that is to say all those assets expenditure relating to which would be taken into account in computing whether a balancing charge would arise on a disposal of any of those assets) or of any asset not in such a pool, on the assumption that a disposal is made for a consideration equal to the book value shown in or adopted for the purpose of the Accounts for the assets in the pool.

2.4	Capital Gains
2.4.1	No chargeable profit or gain would arise in respect of any asset of the Company:-

(a)	treated as such in the Accounts if that asset were to be disposed of for a consideration equal to the value attributed thereto in the Accounts;
(b)	acquired after the Accounting Date if that asset were to be disposed of for a consideration equal to the consideration given for its acquisition,

in each case disregarding any statutory right to claim any allowance or relief other than amounts deductible under TCGA Section 38.

2.4.2	The Company has not made any claims under any of TCGA Sections 152 to 157, 165, 172 or 175 insofar as such claims affect the chargeable gain or allowable loss which would arise on a disposal by the Company of any of its assets
2.5	Tax avoidance
2.5.1	The Company has never been party to or concerned with any scheme, arrangement, transaction or series of transactions of which the main purpose or one of the main purposes was the avoidance of a liability to Taxation.

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2.5.2	So far as the Warrantors are aware, the Company has not entered into or been a party to transactions to which any of the following provisions could apply: ss 703, 730, 739, 770, 774, 776, 779, 780, 781 or 786 Taxes Act, or Schedule 9, Paragraph 13 Finance Act 1996, without in the appropriate cases having received clearance in respect thereof from the Inland Revenue.
2.5.3	So far as the Warrantors are aware, in respect of every transaction or series of transactions under which the Company is an affected person within the meaning of Schedule 28AA Taxes Act (i) provision between the Company and other affected persons is not susceptible to adjustment by the Inland Revenue or other taxation authority; and (ii) the Company has prepared and retained all such documentation as is necessary or reasonable to identify the terms of the transactions and the methodology used in arriving at arm’s length terms for such transactions.
2.6	Value Added Tax
2.6.1	The Company is a registered and taxable person for the purposes of the VATA and has complied with and observed in all material respects the terms of all statutory provisions, directions, conditions, notices and agreements with HM Customs and Excise relating to VAT. The Company has maintained and obtained accounts, records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT.
2.6.2	The Company:-

(a)	is not, nor in the two years prior to Completion has been, in arrears with any payments or returns or notifications under any statutory provisions, directions, conditions or notices relating to VAT, or liable to any forfeiture or penalty or interest or surcharge or to the operation of any penalty, interest or surcharge provision;
(b)	has not been required by HM Customs and Excise to give security.

2.6.3	The Company has not since the Accounting Date been, and will not prior to Completion be, treated as having made any supply of goods or services for the purposes of VAT where no supply has in fact been made by the Company.
2.6.4	The Company has not in the last three years received a surcharge liability notice under VATA Section 59 (default surcharge) or a penalty liability notice under VATA Section 64 (persistent misdeclarations).
2.6.5	All supplies made by the Company are taxable supplies and the Company is not and so far as the Warrantors are aware, will not be denied credit for any input tax by reason of the operation of s.26 VATA and regulations made thereunder.
2.6.6	No election has been made by the Company in respect of the Properties pursuant to paragraph 2, Schedule 10 VATA.
2.7	Close Companies
2.7.1	The Company is a close company as defined in Taxes Act Section 414 but is not and has never been a close investment holding company within the meaning of Taxes Act Section 13A.
2.7.2	The Company has not in the last six years been liable to Taxation under the provisions of Taxes Act Sections 418 to 422.

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2.8	Employees
2.8.1	The Company has properly operated the income tax pay-as-you-earn (“PAYE”) system and, to the extent it has employees outside the United Kingdom, the local equivalent in each relevant jurisdiction, deducting the appropriate Taxation and national insurance contributions (and local equivalents to the extent the Company has employees outside the United Kingdom) as required by law and all sums payable to the Inland Revenue and any other taxation authority under the PAYE system or local equivalent (if applicable) have been paid up to Completion.
2.8.2	The Company has paid all national insurance contributions (and local equivalents to the extent it has employees outside the United Kingdom) for which it is liable and has kept proper books and records relating to the same and has not been a party to any scheme or arrangement to avoid any liability to account for primary or secondary national insurance contributions (or local equivalents).
2.8.3	The Company has not made any payment to or provided any benefit for any officer or employee (or ex-officer or ex-employee) which is not allowable as a deduction in calculating the profits of the Company for Taxation purposes.
2.8.4	The Company has not issued any shares in the circumstances described in s.417(1) Income Tax (Earnings and Pensions) Act 2003.
2.9	Stamp Duty
2.9.1	There is no instrument in the possession of the Company which is necessary to establish the Company’s title to any right or asset which is liable to stamp duty in the United Kingdom or elsewhere but which has not been duly stamped.
2.10	Distributions
	No distribution within the meaning of ss.209, 210 and 212 Taxes Act has been made by the Company except dividends shown in its audited accounts, nor is the Company bound to make any such distribution.
2.11	Inheritance Tax and Gifts
2.11.1	There are not in existence any circumstances whereby any such power as is mentioned in s.212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of, or assets of, the Company.
2.11.2	The Company is not liable to be assessed to corporation tax on chargeable gains or to inheritance tax as donor or donee of any gift or transferor or transferee of value.
2.11.3	The Company has not been a party to associated operations in relation to a transfer of value within the meaning of s.268 Inheritance Tax Act 1984.
2.11.4	No Inland Revenue charge (as defined in s.237 Inheritance Tax Act 1984) is outstanding over any asset of the Company or in relation to any shares in the capital of the Company.
2.11.5	The Company has not received any asset as mentioned in s.282 TCGA 1992.

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SCHEDULE

PART 10

Limitations on Liability

The provisions of this Schedule Part 10 together with Clauses 7.1.3 to 7.1.9 shall operate, inter alia, to limit and/or reduce the liability of the Warrantors in respect of claims under the Warranties, this Agreement (other than Clause 8) and, where expressly stated to do so, the Tax Deed. The parties agree as follows:-

1	no liability shall attach to the Warrantors in respect of claims under the Warranties, this Agreement (other than Clause 8) or the Tax Deed unless the aggregate amount of the liability of the Warrantors in respect of all such claims shall exceed £1,500,000 and then only in respect of the excess above £1,000,000; Provided that such limitation shall not apply to any claim under clause 2.4 of the Tax Deed (provided the Purchaser procures that the Company remits any payment received under Clause 2.4 of the Tax Deed to the Inland Revenue) or any claim under the Warranties or the Tax Deed, this Agreement (other than Clause 8) which arises as a result of the fraud or wilful neglect or default of any of the Warrantors; and
2	the Warrantors shall not be liable for any individual claim or series of connected claims arising out of the same circumstances under the Warranties, this Agreement (other than Clause 8) or the Tax Deed (provided the Purchaser procures that the Company remits any payment received under Clause 2.4 of the Tax Deed to the Inland Revenue), unless the amount of such claim exceeds £30,000 and claims excluded by this paragraph 2 shall be ignored for all purposes under clause 2.4 of the Tax Deed or any claim;
3	claims against the Warrantors under the Warranties, this Agreement (other than Clause 8) or the Tax Deed shall be wholly barred and unenforceable unless written particulars thereof (giving reasonable details of the specific matter or claim in respect of which such claim is made) shall have been given to the Warrantors within a period of seven years from the date of Completion (in the case of any claim under the Tax Deed or under the Tax Warranties) or 3 years from the date of Completion (in the case of any claim under the Environmental Warranties) or 12 months from the date of Completion (in the case of any other claim under the Warranties). Any such claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn after the expiration of nine months after the expiration of such period of seven years from the date of Completion in the case of any claim under the Tax Deed or Tax Warranties, 3 years from the date of Completion in the case of any claim under the Environmental Warranties or 18 months from the date of Completion (in the case of any product liability claims as a result of clinical testing on humans) or after the expiration of nine months after the period of 12 months from the date of Completion in the case of any other claim under the Warranties unless legal proceedings in respect of it have been commenced by being both issued and served upon all of the Warrantors; Provided that the time limits contained in this paragraph (3) shall not apply where the claim in question arises as a result of the fraud or wilful neglect or default of the Warrantors;
4	if the Warrantors pay to the Purchaser or the Company or any of the Subsidiaries an amount in respect of a claim under the Warranties and the Purchaser or the Company or any of the Subsidiaries subsequently recovers (whether by payment, discount, credit or otherwise) from a third party (including any taxation authority) a sum which is referable to that claim, the Purchaser shall (or shall procure the person to whom the Warrantors paid the said amount

77

	shall) forthwith repay to the Warrantors so much of the said amount as is equal to the sum recovered from the third party (or such lesser amount as the Warrantors shall have so paid to the Purchaser, the Company or any of the Subsidiaries) less all reasonable costs and expenses incurred by the Purchaser or the Company or the Subsidiaries in recovering the same;
5	where the Purchaser or a Company is legally entitled to recover from some other person (not being another member of the Purchaser’s Group, or any employee or officer thereof or any Vendor or under any insurance coverage effected after Completion) any sum in respect of any matter the subject of a claim under the Warranties which the Warrantors have previously irrevocably and unconditionally satisfied in full, the Purchaser or Company (as appropriate) shall (subject first to being indemnified and secured to its or their reasonable satisfaction against all costs and expenses which it or they may reasonably incur thereby) take all reasonable steps to enforce such recovery (keeping the Warrantors informed of the progress of any action taken) and account to the Warrantors originally satisfying the claim for any amounts they recover less the costs and expenses incurred by the Purchaser or the relevant Company;
6	payment of any claim under the Warranties or the Tax Deed or the Satron Agreement or the Satron Tax Deed pursuant thereto in respect of a loss or liability shall pro tanto satisfy and discharge any other claim thereunder which is capable of being made in respect of the same loss or liability;
7	if any person is entitled to make a claim in respect of any act, event or default both under any of the Warranties and also under the Tax Deed such claim shall be made under the Warranties or the Tax Deed at the option of the Purchaser and any amount payable under the other agreement shall be reduced to the extent of such claim;
8	all payments by the Warrantors (other than Vera Gormly and Margaret Parrott) under this Agreement shall be treated as repayments by those Warrantors of the Consideration paid for the Sale Shares pursuant to this Agreement, provided that this clause will not operate in any way to limit the liability of those Warrantors under this Agreement;
9	all payments by Vera Gormly and Margaret Parrott as Warrantors under this Agreement will be treated as repayments by those Warrantors of the Consideration paid under the Satron Agreement, provided that this clause will not operate in any way to limit the liability of the Warrantors under this Agreement;
10	the Warrantors shall not be liable for any claim under the Warranties which would not have arisen but for an act, event, omission or default occurring after Completion outside the ordinary course of business;
11	the Warrantors shall not be liable for any claim under the Warranties to the extent that:-

(a)	it is provided for or reserved or noted in the Accounts;
(b)	such liability arises or is increased as a result of a change in the law (or practice of the Inland Revenue) after the date hereof;
(c)	it arises as a result of any change in the accounting policy or practice or in the accounting reference date of the Company after the date hereof;

12 if any claim under the Warranties or the Tax Deed shall arise by reason of some liability which at the time that the claim shall be notified to the Warrantors shall be contingent only then the Warrantors shall not be under any obligation to make any payment to the Purchaser

78

	or the Company or any of the Subsidiaries thereunder until such time as such contingent liability ceases to be so contingent and the nine month period for issuing and serving proceedings set out in paragraph 3 of this Schedule Part 10 shall not commence until the contingent liability becomes actual;
13	the Purchaser shall not be entitled to recover the amount of any claim under the Warranties to the extent that such amount is recovered from insurers of the Purchaser or the Company and the Subsidiaries. The Purchaser undertakes to notify the claim to the relevant insurers at the same time as intimating any claim under the Warranties and use reasonable endeavours to pursue such claim;
14	notwithstanding any breach of the Warranties the Purchaser shall not following Completion be entitled to treat the Warrantors as having repudiated this Agreement or be entitled to rescind this Agreement;
15	the Warranties are given solely on the basis that the Company and the Subsidiaries continues to carry on their respective businesses after Completion as going concerns;
16	nothing in this Agreement shall in any way diminish the duty at law of the Purchaser to mitigate the loss arising from any breach of the Warranties;
17	save in respect of statements made fraudulently, the parties accept that they are to have no rights or liabilities in respect of pre-contractual statements;
18	the Purchaser confirms to the Warrantors that it is not actually aware of any matter or thing which could give rise to a breach of any of the Warranties at the date of this Agreement;
19	the Warrantors shall not be liable for any claim under the Warranties or the Tax Deed to the extent that the amount of such claim has been recovered from insurers after the Completion Date under an insurance policy effected prior to the Completion Date;
20	the provisions of this Part of the Schedule shall remain in force and be fully applicable in all circumstances and in particular shall not be discharged by any breach of this Agreement whatever its nature or consequence.

79

SCHEDULE

PART 11

Agreed Forms

1	Tax Deed.
2	Resignation of Officers.
3	Resignation of Auditors.
4	Compromise Agreement, Service Agreement and resignation letter for David Onions.
5	Loan Note Instrument.
6	Confirmation of no claims.
7	Compromise Agreements and Consultancy Agreements for Gillian Lees and Malcolm Brattle.
8	Escrow Account Instruction Letter.

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SCHEDULE

PART 13

Agreed Form for Calculation of Working Capital Statement

A.	COMPLETION BALANCE SHEET AND WORKING CAPITAL STATEMENT
1	The Completion Balance Sheet shall be prepared to establish the Working Capital, Cash and Debt as at the close of business on the Completion Date having reversed the effect of the Estimated Debt payment made by the Purchaser under Clause 6.4.2.
2	The Completion Balance Sheet and a Working Capital Statement shall be prepared in accordance with the rest of Section A of this Schedule Part 13.
3	The Completion Balance Sheet shall be prepared using the same accounting policies, principles and practices (including for the avoidance of doubt, the work-in-progress valuation, capitalisation of assets and depreciation policies) as were used in the preparation and audit of the Accounts and otherwise in accordance with Accounting Requirements except to the extent that there were amendments or changes to the Accounting Requirements since 31 March 2003. For the avoidance of doubt the Completion Balance Sheet shall exclude all amounts in respect of operating lease agreements.
4	The Working Capital Statement shall be extracted from the Completion Balance Sheet and be prepared in accordance with the specific instructions set out in paragraphs 5 - 9 below.
5	In the preparation of the Working Capital Statement:, the Working Capital Statement shall be prepared in the same form as the Agreed Form –Working Capital Statement set out in this Section A.9 of this Schedule Part 13:
	W = S + D – C
	Where:
	W is the Working Capital at Completion;
	S is the value of stock;
	D is the value of the Debtors;
	C is the value of the Creditors.
6	Debtors shall mean amounts receivable from trade debtors and other debtors and prepayments in the normal course of business.
7	Creditors shall include amounts due in respect of:

(a)	trade creditors,
(b)	other creditors and accruals, including customer advance payments and amounts which may be due to Applied Biosystems in respect of PCR royalties (the “PCR Royalty Accrual”). For the avoidance of doubt, the PCR Royalty Accrual shall be calculated as 5% of total sales for Molecular Biology Development and PCR

82

	Departments in both Glasgow and Worcester from 1 April 2002 unless there has been a breach by the Vendors of the obligations set out in Clause 3.2(n),
(c)	unpaid corporation tax on annual profits or gains of the Company for all accounting periods of the Company ended on or before 31 March 2003,
(d)	corporation tax at the rate of 30% on the annual profits or gains of the Company for a notional accounting period beginning 1 April 2003 and treated as ending on the Completion Date,
(e)	all other taxes, including PAYE, NIC, VAT and business and water rates, to the extent that they arise by reference to periods or events occurring on or before the Completion Date (but not, for the avoidance of doubt, deferred tax).

8

For the avoidance of doubt, the Working Capital Statement as at Completion shall exclude fixed assets held by the Company and all amounts in respect of Government Grants (save to the extent that they become repayable on change of control of the Company to the Purchaser unless confirmation is received that no repayment will be required in relation to such change of control) and operating lease agreements.

9

The Working Capital Statement shall have the following agreed form:

83

Agreed Form –Working Capital Statement
	£
Stock
Debtors
Trade Debtors
Other Debtors
Prepayments
Creditors
Trade Creditors
Accruals (including customer advance payments)
VAT
PAYE & NIC
Corporation Tax for the year ended 31 March 2003
Corporation Tax for the period from 1 April 2003 to Completion
Working Capital

84 EX-2.2 4 w89404exv2w2.htm EXHIBIT 2.2

Exhibit 2.2

SHARE PURCHASE AGREEMENT

MRS ROSLYN MCLAUGHLIN AND OTHERS
(as Vendors)

and

BIORELIANCE (GLASGOW) LIMITED
(as Purchaser)

and

BIORELIANCE CORPORATION
(as Guarantor)

AGREEMENT for the sale and purchase of the entire issued share
capital of Satron Management Services (Technology) Limited

Princes Exchange
1 Earl Grey Street
EDINBURGH
EH3 9AQ
Telephone: 0131 777 7000
Facsimile: 0131 777 7003
E-Mail: enquiries@mcgrigors.com
Web Site: http://www.mcgrigors.com

TABLE OF CONTENTS

Clause	Heading	Page No.
1	DEFINITIONS AND INTERPRETATION		1
1.1	Definitions		1
1.2	Interpretation		4
1.3	Other References		5
2	SALE AND PURCHASE		6
2.1	Obligation to Sell and Purchase		6
2.2	Waiver of Rights		6
2.3	Obligations between Exchange and Completion		6
3	CONSIDERATION		6
3.1	Consideration		6
3.2	Entitlement to Consideration		7
4	COMPLETION		7
4.1	Time and Place		7
4.2	Vendors’ Obligations		7
4.3	Meeting		8
4.4	Purchaser’s Obligations		9
4.5	Failure of the Vendors		9
4.6	Failure of the Purchaser		9
4.7	Effect of Rescission		9
5	WARRANTIES/INDEMNITY		9
5.1	Extent of the Warranties		9
5.2	Gormly Shareholder and Parrott Shareholder Proportion of Liability		9
5.3	Warranties given independently		10
5.4	Breach of Warranty		10
5.5	Action for Breach or Non-Fulfilment		10
5.6	Waiver of Rights and Claims		10
5.7	Vendors’ knowledge		10
5.8	Indemnity		10
6	ANNOUNCEMENTS		11
6.1	Restrictions on announcements		11
6.2	Exceptions to restrictions		11
7	ASSIGNATION		11
8	SEVERANCE AND AMENDMENTS		12
8.1	Illegal, invalid and unenforceable provisions		12
8.2	Modification or deletion of illegal, invalid or unenforceable provisions		12
8.3	Substitution of provisions		12
8.4	Amendments		12
9	GUARANTEE		13

(i)

Clause	Heading	Page No.
9.1	Guarantee		13
9.2	Continuing Guarantee not affected by other action/inaction		13
9.3	Guarantee valid despite defect		13
10	SURVIVAL OF OBLIGATIONS		13
10.1	Survival of obligations after Completion		13
10.2	Survival of obligations after termination of this Agreement		13
11	TIME LIMITS		13
12	CONSENTS		14
13	POWER OF ATTORNEY		14
13.1	Appointment of attorney		14
13.2	Ratification of attorney acts		14
13.3	Power of attorney irrevocable		14
14	WAIVERS AND REMEDIES		15
15	SUCCESSORS		15
15.1	Agreement binding on successors		15
15.2	Agreement binding on assignees		15
16	COSTS AND STAMP DUTY		15
16.1	Payment of Costs, Losses and Expenses		15
16.2	Stamp Duty		15
17	NOTICES		15
17.1	Notices and deemed receipt		15
17.2	Addresses for notices		16
17.3	No electronic service		16
18	ENTIRE AGREEMENT		17
18.1	Agreement constitutes entire agreement		17
18.2	Acknowledgement from Purchaser		17
19	GOVERNING LAW AND JURISDICTION		17
19.1	Governing Law		17
19.2	Jurisdiction		18
SCHEDULE
SCHEDULE PART 1 Vendors’ holdings and Consideration			22
SCHEDULE PART 2 Details of the Company			24
SCHEDULE PART 3 Warranties			26
SCHEDULE PART 4 Limitations on Liability			32
SCHEDULE PART 5 Index of Documents contained in the Data Room			35

(ii)

THIS AGREEMENT is made the Twelfth day of August 2003 among:-

(1)	THE PERSONS whose names and addresses are set out in Column (1) of Schedule Part 1 (the “Vendors”);
(2)	BIORELIANCE (GLASGOW) LIMITED a company registered in Scotland with registered number SC251884 of Innovation Park, Hillfoots Road, Stirling, FK9 4NF (the “Purchaser”); and
(3)	BIORELIANCE CORPORATION of 14920 Broschart Road, Rockville, Maryland 20850-3349 USA (the “Guarantor”).

WHEREAS:

(A)	Satron Management Services (Technology) Limited (“the Company”) is a private company limited by shares. Further details of the Company are set out in Schedule Part 2.
(B)	The Vendors are the registered holders and beneficial owners or are otherwise able to procure the transfer of the numbers of Sale Shares shown opposite their respective names in column 2 of Schedule Part 1, such numbers of Sale Shares comprising in aggregate the entire issued and allotted share capital of the Company.
(C)	The Vendors have agreed to sell or procure the sale of and the Purchaser has agreed to purchase the Sale Shares for the consideration and upon the terms and conditions set out in this Agreement.
(D)	The Vendors have entered into and executed the Q-One Agreement (as hereinafter defined) which inter alia obliges the Vendors to sell or procure the sale of and the Purchaser to purchase the Sale Shares for the consideration and upon the terms and conditions set out in this Agreement and whereby certain of the Vendors grant warranties to the Purchaser in respect of Q-One Biotech.

IT IS AGREED as follows:-

1.	DEFINITIONS AND INTERPRETATION
1.1	Definitions
1.1.1	In this Agreement unless the context otherwise requires:-
	“Accounting Date” means 30 September 2002;
	“Accounts” means the balance sheet of the Company as at the Accounting Date and profit and loss account of the Company for the year ended on the Accounting Date prepared under Part VII of the Companies Act 1985;
	“Agreement” means this agreement including the Schedules and the Recitals;

1

“CA” means the Companies Act 1985;

“Companies Acts” means the 1985 Act, the Business Names Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Company Directors Disqualification Act 1986, and the 1989 Act, together;

“Company” means Satron Management Services (Technology) Limited particulars of which are set out in Schedule Part 2;

“Completion” means completion of the obligations of the parties as regards the sale and purchase of the Sale Shares under and in accordance with this Agreement;

“Completion Date” means the date of completion of the Q-One Agreement;

“Consideration” means the amount set out in Clause 3.1;

“Data Room” means the data room situated at the Offices of McGrigor Donald containing the documents listed in the Data Room Index;

“Data Room Index” means those documents contained in the Data Room and listed in Schedule Part 5;

“Disclosure Letter” means a letter (together with all documentation annexed thereto) described as such of even date from the Vendors’ Solicitors on behalf of the Warrantors disclosing matters for the purpose of Clause 5 and delivered to, and acknowledged in writing with specific reference to this Agreement by, the Purchaser’s Solicitors on behalf of the Purchaser prior to the Purchaser’s execution hereof;

“Event” has the same meaning as set out in the Tax Deed;

“FA” followed by a year means the Finance Act of the year in question;

“FSMA” means the Financial Services and Markets Act 2000;

“the Gormly Shareholder” means Vera Margaret Gormly in her personal capacity only and not as trustee of the AGG 1997 A&M Trust;

“the Gormly Shareholder Warranty Cap” means the aggregate of the sum of £850,000 plus 85% of the Consideration paid to Mrs Vera Margaret Gormly, Mr Alisdair Gormly, Dr Lynn Gardner and AGG 1997 A&M Trust, being the maximum liability for claims under the Warranties, Indemnity, Tax Deed and this Agreement and in respect of any and all claims under the Q-One Agreement and the Q-One Tax Deed;

“IHTA” means the Inheritance Tax Act 1984;

“Indemnity” means the indemnity in Clause 5.8;

“Intellectual Property” means Patents, Trade Marks, Copyright and Domain Names;

“Losses” means actions, proceedings, losses, damages, liabilities, claims, costs and expenses including fines, penalties, clean-up costs, legal and other professional fees relating to the period up to the Completion Date and any VAT payable in relation to any such matter,

2

circumstance or item except to the extent that the Purchaser obtains credit for such VAT as input tax;

“Ordinary Shares” means ordinary shares of £0.10 each in the capital of the Company;

“the Parrott Shareholder” means Margaret Parrott;

“the Parrott Shareholder Warranty Cap” means the aggregate of the sum of £850,000 plus 85% of the Consideration paid to Mrs Margaret Parrott, Mrs Roslyn McLaughlin, Mrs Vivien Howe and Mrs Gillian Donaghy, being the maximum liability for claims under the Warranties, Indemnity, Tax Deed and this Agreement and in respect of any and all claims under the Q-One Agreement and the Q-One Tax Deed;

“Pre-Completion Dividend” means the dividend to be paid prior to Completion of £1,780,000 in aggregate to the Vendors;

“Q-One Agreement” means the share purchase agreement between (1) Gillian Lees and others, (2) the Vendors, (3) the Company, (4) the Purchaser and (5) BioReliance Corporation for the sale and purchase of Q-One Biotech dated of even date with the date of execution of this Agreement;

“Q-One Biotech” means Q-One Biotech Group Limited incorporated in Scotland with registered number SC226293 and having the registered office at Unit 5, Todd Campus, West of Scotland Science Park, Glasgow G20 0XA;

“Q-One Biotech Shares” means the 49,000 C Ordinary Shares of £1 each in the capital of Q-One Biotech registered in the name of the Company;

“Q-One Tax Deed” means the tax deed between the Warrantors (as defined in the Q-One Agreement) (1) and the Purchaser (2) to be delivered on Completion pursuant to the Q-One Agreement;

“Sale Shares” means 2,000 issued Ordinary Shares in the capital of the Company;

“Tax Deed” means the tax undertaking, described as such, in the agreed form granted by the Warrantors to the Purchaser at Completion;

“Taxation” means all forms of taxation, duties, imposts, charges, withholdings, contributions, impositions and levies whatsoever and whenever imposed and whether of the United Kingdom or elsewhere and without prejudice to the generality of the foregoing includes:

(a)

income tax, corporation tax, advance corporation tax, capital gains tax, inheritance tax, value added tax, customs and other import duties, national insurance and social security contributions and any payment whatsoever which a Group Company may be or becomes legally bound to make to any person, revenue, customs or fiscal authority or any other body or authority as a result of any enactment relating to taxation and any other taxes, duties, levies or imposts supplementing or replacing any of the foregoing; and

(b)

all interest, fines or penalties reasonably and properly incurred by the Purchaser or a Group Company in respect of and relating to any of the foregoing but excluding,

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for the avoidance of doubt, any such interest, fines or penalties to the extent attributable to any act, omission, negligence or delay on the part of the Purchaser, a Group Company or their respective employees or agents after Completion

	“Taxes Act” means the Income and Corporation Taxes Act 1988;
	“TCGA” means the Taxation of Chargeable Gains Act 1992;
	“VATA” means the Value Added Tax Act 1994;
	“Vendors’ Solicitors” means McGrigor Donald, Princes Exchange, 1 Earl Grey Street, Edinburgh EH3 9AQ;
	“Warranties” means the statements and representations given by the Warrantors in Clause 5 and Schedule Part 3;
	“Warrantors” means the Gormly Shareholder and the Parrott Shareholder together.
1.2	Interpretation
	In this Agreement, unless otherwise specified or the context otherwise requires:-

(a)	words importing the singular only and shall include the plural and vice versa;
(b)	words importing any gender shall include all other genders;
(c)	reference to a Clause or Recital is to a clause or recital of this Agreement;
(d)	reference to the Schedule is to the schedule to this Agreement;
(e)	reference to a Paragraph or Part is to a paragraph or part in the Schedule;
(f)	words importing the whole shall be treated as including a reference to any part thereof;
(g)	reference to any statute, regulation, directive, treaty or part thereof shall be construed as reference thereto as amended or re-enacted or as the application thereof is modified by other provisions from time to time (whether before or after the date of execution of this Agreement) and shall be construed as including references to any order, instrument, regulation or other subordinate legislation made pursuant thereto except to the extent that any amendment, extension, consolidation, re-enactment or replacement takes effect after the date hereof has the effect of increasing or extending the liability of any party to this Agreement;
(h)	reference to any Scottish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than Scotland be deemed to include that which most approximates in that jurisdiction to the Scottish legal term; and

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(i) reference to this Agreement or to any other document shall be construed as references to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time.

1.2.2	Headings used in this Agreement shall not affect its construction or interpretation.
1.2.3	In construing this Agreement neither the contra proferentem rule nor the ejusdem generis rule shall apply.
1.3	Other References
1.3.1	Words and expressions defined in the Tax Deed shall to the extent not inconsistent bear the same meaning in this Agreement.
1.3.2	In this Agreement a reference to:-

(a)	“writing” or “written” includes faxes and any non-transitory form of visible reproduction or words;
(b)	a document being “in the agreed form” means that it shall be either:-

(i)	in the form agreed by the Vendors and the Purchaser and for identification signed, prior to the Purchaser’s execution hereof, by or on behalf of the Purchaser and the Vendors; or
(ii)	granted, entered into or delivered at Completion;

(c)	a “subsidiary” means a subsidiary within the meaning ascribed to such expression by sections 736 and 736A, of the 1985 Act;
(d)	“subsidiary undertaking” means a subsidiary undertaking within the meaning ascribed to such expression by section 258, of the 1985 Act;
(e)	a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality and wherever incorporated or established) or two or more of the foregoing; and
(f)	a time of the day is to London time and references to a day are to a period of 24 hours running from midnight.

1.3.3	Words and phrases defined in any part of this Agreement bear the same meanings throughout this Agreement.
1.3.4	The Schedule and Recitals form part of this Agreement and have the same full force and effect as if expressly set out in their entirety in the operative part of this Agreement.
1.3.5	A reference in this Agreement to an “FRS” or “SSAP” means a Financial Reporting Standard or a Statement of Standard Accounting Practice (respectively) as adopted and/or issued by the Accounting Standards Board Limited.

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2	SALE AND PURCHASE
2.1	Obligation to Sell and Purchase
	On and with effect from the Completion Date, but conditional upon the Q-One Agreement becoming unconditional in all respects (other than any condition relating to this Agreement becoming unconditional) each Vendor shall sell or procure to be sold, and the Purchaser shall purchase, the number of Sale Shares set opposite the name of such Vendor in Column (2) of Schedule Part 1 free from all charges, liens, encumbrances and other third party rights and with all rights attached thereto with effect from the date of execution of this Agreement save for the Pre-Completion Dividend.
2.2	Waiver of Rights
	Each of the Vendors hereby waives or agrees to procure the waiver of any pre-emption rights which may exist in relation to the Sale Shares pursuant to the Articles of Association of the Company or otherwise.
2.3	Obligations between Exchange and Completion
2.3.1	During the period between exchange and completion, the Vendors shall procure that the Company shall not:

(a)	enter into any agreement or incur a liability of any nature whatsoever;
(b)	dispose or agree to dispose of the Q-One Biotech Shares;
(c)	do anything which results in the net assets of the Company being less than £1;
(d)	enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any encumbrance over any of its assets or undertaking;
(e)	allot, issue, redeem or repurchase any share or loan capital (or option to subscribe for the same) of any company;
(f)	amend the memorandum or articles of association of the Company;
(g)	take any action which results in insufficient cash in the Company to meet its liabilities in respect of Taxation;
(h)	declare, make or pay any dividend or other distribution to shareholders other than the Pre-Completion Dividend.

3	CONSIDERATION
3.1	Consideration
	The consideration payable for the Sale Shares shall be calculated as follows:-

(a) of the first £9,306,551 of the Consideration payable pursuant to this Agreement and the Q-One Agreement at Completion, £1,872,915.70 shall be paid to the Vendors in respect of the Sale Shares; and

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(b) 24.62968% of the balance of the Consideration payable pursuant to this Agreement and the Q-One Agreement at Completion and 24.62968% of the remainder of the Consideration payable pursuant to this Agreement and the Q-One Agreement as defined and determined in accordance with Clause 5 of the Q-One Agreement shall be payable to the Vendors in respect of the Sale Shares.]

3.2	Entitlement to Consideration
	The Consideration shall be divided amongst the Vendors in the percentages set opposite their respective names in Column (3) of Schedule Part 1.
4	COMPLETION
4.1	Time and Place
	Completion shall take place on the date provided for completion of the Q-One Agreement.
4.2	Vendors’ Obligations
	At Completion the Vendors shall:-

(a) deliver to the Purchaser:-

(i)	Share Transfers: transfers of the Sale Shares duly executed by the registered holders thereof in favour of the Purchaser, or such nominee of the Purchaser as the Purchaser may nominate, together with the definitive certificates in respect thereof in the names of such registered holders;
(ii)	Powers of Attorney: any power of attorney under which this Agreement or any document referred to herein or executed in pursuance hereof is executed on behalf of any of the parties thereto and such other evidence as the Purchaser may reasonably require of the authority of any person executing on behalf of any of the Vendors;
(iii)	Waivers and consents to transfer: such waivers, consents or documents which may be required by the Purchaser acting reasonably to vest in the Purchaser the full beneficial ownership of the Sale Shares and enable the Purchaser to procure them to be registered in the name of the Purchaser or its nominees;
(iv)	Constitutional documents: the certificate of incorporation, any certificate of incorporation on change of name, statutory registers and minute and other record books (fully written up to the time immediately prior to Completion) and share certificate books of the Company;
(v)	Bank certificates etc: a certificate in the agreed form from the Company’s bankers of the amount standing to the credit or debit of all accounts of the Company as at close of business on the second business day prior to Completion Date together with the cash book balances of the Company and statements reconciling such cash book balances and

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	relevant cheque books with the balances on each such bank account as so certified;
(vi)	Bank mandates: copies of all bank mandates of the Company together with appropriate forms to amend the mandate in respect of each bank account maintained by the Company;
(vii)	Cheque books etc: the cheque books relating to all bank accounts of the Company;
(viii)	Resignation of officers: a written resignation in the agreed form from each of the directors and the secretary named in Schedule 2 in respect of each office so held;
(ix)	The Tax Deed: the Tax Deed duly executed by the Warrantors;
(x)	Share certificate: a duly signed share certificate in respect of the Q-One Biotech Shares;
(xi)	Confirmation: a confirmation in agreed form from each Vendor to the effect that (except as expressly therein mentioned) he has no claim whether as officer or employee against the Company and the Company is in no way indebted to him.

4.3	Meeting
	At Completion the Vendors shall procure the transaction of the following business to the Purchaser’s satisfaction at a duly convened and quorate meeting of the board of directors of the Company:

(a)	appointment of such directors, secretary and auditors as the Purchaser may nominate;
(b)	approval for registration (subject only to their being re-presented duly stamped) of the transfers of the Sale Shares and the entry in the register of members of the Company of the transferee(s);
(c)	revocation of all existing bank mandates and instructions for the operation of bank accounts and the issue of new bank mandates and instructions giving authority to persons nominated by the Purchaser;
(d)	the registered office of the Company is changed to such address as the Purchaser may nominate;
(e)	the accounting reference date of the Company is changed to such date as the Purchaser may nominate;

and shall deliver to the Purchaser duly signed Minutes of all such meetings together with duly completed forms 288b, 287 and 225 for filing with the Registrar of Companies.

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4.4	Purchaser’s Obligations
	At Completion the Purchaser shall, subject to compliance by the Vendors with the obligations incumbent on them under Clauses 4.2 and 4.3, deliver to the Vendors’ Solicitors who are hereby irrevocably authorised to receive the same and whose receipt therefore shall be sufficient discharge to the Purchaser who shall not be concerned with the distribution thereof to and among the Vendors or be answerable for the loss or misapplication thereof the aggregate consideration for the purchase of the Sale Shares as set out in Clause 5.2 of the Q-One Agreement in the manner set out in Clause 6.4 of the Q-One Agreement and thereafter in accordance with Clause 5.4 of the Q-One Agreement.
4.5	Failure of the Vendors
	If on the Completion Date the Vendors or any of them shall fail to comply in any material respect with their obligations under clause 4 the Purchaser may by notice in writing to the Vendors (i) defer Completion to a date not more than 28 days following the Completion Date (and the provisions of Clause 4 shall apply to Completion as so deferred) or (ii) proceed to Completion so far as practicable but without prejudice to its rights hereunder or (iii) rescind this Agreement.
4.6	Failure of the Purchaser
	If on the Completion Date the Purchaser shall fail to comply in any material respect with its obligations under Clause 4, the Vendors may (provided they are themselves in compliance with Clause 4) by notice in writing to the Purchaser (i) defer Completion to a day not more than 28 days following the Completion Date (and the provisions of Clause 4 shall apply to Completion as so deferred or (ii) proceed to Completion so far as practicable but without prejudice to the rights of the Vendors hereunder or otherwise or (iii) rescind this Agreement.
4.7	Effect of Rescission
	If this Agreement is rescinded pursuant to this clause, it shall have no further force and effect and none of the parties shall have any liability in respect thereof, except as regards any antecedent breach, save that the provisions of Clauses 16 (Costs), 17 (Notices) and 18 (Entire Agreement) shall continue in full force and effect.
5	WARRANTIES/INDEMNITY
5.1	Extent of the Warranties
	In consideration of the Purchaser agreeing to purchase the Sale Shares on the terms of this Agreement, each of the Warrantors jointly and proportionately and subject to the limitations contained in Schedule Part 4 warrants to the Purchaser that (for the benefit of the Purchaser and its successors in title and separately as trustee for the Company) each of the Warranties is at the date of this Agreement, subject only to the information fully and fairly disclosed in the Disclosure Letter, true and accurate. No other information of which the Purchaser has knowledge shall prejudice any claim under the Warranties or operate to reduce any amount recoverable under a claim under the Warranties.

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5.2	Gormly Shareholder and Parrott Shareholder Proportion of Liability
	The proportion which the Gormly Shareholder and the Parrott Shareholder bear of the total liability of the Warrantors under this Agreement and the Q-One Agreement will be as set against their respective names in Columns 4 and 5 of Schedule Part 1.
5.3	Warranties given independently
	Each of the Warranties is given independently from and (save as provided in clause 5.1 as regards the Disclosure Letter and the limitations contained in Schedule Part 4) shall not be limited by reference to any of the others of them or anything else contained in this Agreement or the Tax Deed or any other agreement or document referred to in this Agreement.
5.4	Breach of Warranty
	In the event of any breach of the Warranties (and without restricting the rights or ability of the Purchaser to claim damages on any bases available to it in respect of such breach) the Warrantors shall on demand pay to the Purchaser a sum equal to the greater of:

(a)	the amount by which the value of any asset or assets of the Company is or are less than or (as the case may be) the amount by which any loss and/or liability or liabilities of the Company is or are greater than would have been the case if there had been no breach of the Warranties; and
(b)	the amount by which the aggregate value of the Sale Shares is less than would have been the case if there had been no breach of the Warranties.

5.5	Action for Breach or Non-Fulfilment
	The Purchaser may take action for any breach or non-fulfilment of the Warranties notwithstanding that such breach or non-fulfilment was known to or discoverable by the Purchaser before Completion (but subject always to the confirmation given by the Purchaser in paragraph 15 of Schedule Part 4) and notwithstanding that the Purchaser shall delay or otherwise fail to exercise its rights under this Agreement or generally in such regard.
5.6	Waiver of Rights and Claims
	Each of the Warrantors hereby irrevocably waives all rights and claims which he may have against the Company in respect of any misrepresentation inaccuracy or omission in or from any information or advice given by it or any of its officers or employees to such Warrantor to enable him to give any of the Warranties or to prepare the Disclosure Letter or to assume any of the obligations assumed or to be assumed by him under this Agreement.
5.7	Vendors’ knowledge
	Where any of the Warranties are qualified by the expression “to the best of the knowledge, information and belief of the Warrantors” or “so far as the Warrantors are aware” or any similar expressions or any of them, any such Warranty shall be deemed to include an additional statement that the Warranty has been given after having made due and careful enquiry, including of the other Warrantors and, where appropriate, the Company’s professional advisers.

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5.8	Indemnity
	The Warrantors covenant jointly and proportionately with the Purchaser that they will pay to the Purchaser, or as the Purchaser may direct to the Company, an amount equal to any Losses incurred by the Company in respect of an Event which occurs before Completion or as a consequence of the combined effect of two or more Events of which at least one occurs or is deemed to have occurred on or before Completion. No liability will arise under this indemnity to the extent that the Losses are met out of the Company’s cash reserves following Completion. Any liability to Taxation will be dealt with under the Tax Deed rather than this Clause 5.8 and the Company’s cash reserves will be used firstly to discharge liabilities under the Tax Deed and, to the extent not required to meet liabilities under the Tax Deed, may be applied to meet any other liabilities. Reference to Events in this Clause 5.8 shall include reference to Events which are deemed to have occurred for any taxation purpose.
6	ANNOUNCEMENTS
6.1	Restrictions on announcements
	Subject to Clause 6.2 (Exceptions to restrictions), no party to this Agreement shall issue any press release or other public document containing, or make any public statement or otherwise disclose to any person who is not a party, information which relates to or is connected with or arises out of this Agreement or the matters contained in it, without the prior written approval of the other parties hereto (such approval not to be unreasonably withheld or delayed) as to its content and the manner, timing and extent of its publication. The parties shall consult together upon the form of any such press release, document or statement and the other party shall promptly provide such information and comment as the party issuing such press release, document or statement may from time to time reasonably request.
6.2	Exceptions to restrictions
	The provisions of Clause 6.1 (Restrictions on announcements) shall not apply to disclosure of matters required to be made:-

(a)	by virtue of the regulations of any recognised investment exchange as defined by the FSMA;
(b)	by any court or governmental or administrative authority competent to require or request the same;
(c)	by any applicable law or regulation; or

	at the request of a regulatory authority to which the person making the disclosure is subject.
7	ASSIGNATION
	This Agreement shall not be assignable, save that the Purchaser may at any time assign all or any part of its rights and benefits under this Agreement and any agreement referred to herein, including, without limitation, any of the Warranties, the Tax Deed and any other indemnities, undertakings and obligations given or undertaken by any other party and any cause of action arising under or in respect of any of them, to any Affiliate of the Purchaser (on the basis that if that Affiliate ceases to be an Affiliate of the Purchaser, it shall re-assign to the Purchaser the rights and benefits so assigned to it). Any such assignee may enforce

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	any right or benefit assigned to it as if it had been named in this Agreement as the Purchaser and may recover thereunder as if it had acquired the Sale Shares for the consideration and upon the other terms of this Agreement and had thereby sustained all diminutions of value, losses and expenses in consequence of such acquisition as have been sustained by the Purchaser and any subsequent holder of such share capital, including itself, as if they were all one entity which had retained the ownership of such issued share capital throughout.
	For the purposes of this clause, “Affiliate” shall mean any member of the Purchaser’s Group including any subsidiary undertaking.
8	SEVERANCE AND AMENDMENTS
8.1	Illegal, invalid and unenforceable provisions
	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:-

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
(b)	the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

8.2	Modification or deletion of illegal, invalid or unenforceable provisions
	If any provision of this Agreement is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of the provision were deleted or modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
8.3	Substitution of provisions
	The parties agree, in the circumstances referred to in Clause 8.1 and if Clause 8.2 does not apply, to attempt to substitute for any such illegal, invalid or unenforceable provision a legal, valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of this Agreement shall be suspended while an attempt at such substitution is made.
8.4	Amendments
	No amendment or variation of this Agreement shall be effective unless contained in a written instrument signed by or on behalf of each of the parties. Such instrument may consist of several instruments in the like form each executed by or on behalf of one or more of the parties. References herein to documents “in the agreed form” shall, where appropriate, be construed as references to such documents as so amended.

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9	GUARANTEE
9.1	Guarantee
	In consideration of the Vendors entering into this Agreement, at their request the Guarantor hereby irrevocably guarantees to the Vendors the due and punctual payment by the Purchaser of all sums due to be paid by the Purchaser under the terms of this Agreement (“the guaranteed obligations”) and undertakes to indemnify and keep the Vendors indemnified from and against any loss, damage and liability occasioned by any failure of the Purchaser to make due and punctual payment.
9.2	Continuing Guarantee not affected by other action/inaction
	This guarantee and the Vendors’ rights under it shall not be affected or prejudiced by the Vendors holding or taking any other or further securities guarantees or indemnities in respect of the guaranteed obligations or any of them, or by the Vendors varying releasing or omitting or neglecting to enforce any of the terms of this Agreement and/or any such securities guarantees or indemnities, or by any time being given or any indulgence granted by the Vendors or by any other fact or circumstances which (apart from this provision) would or might discharge a surety or guarantor.
9.3	Guarantee valid despite defect
	As a separate and independent stipulation the Guarantor agrees that any moneys payable by the Purchaser under or in respect of the guaranteed obligations and which are not recoverable on the footing of a guarantee whether by reason of any legal limitation disability or incapacity on or of the Guarantor or the Purchaser or any other fact or circumstance and whether known to the Vendors or not shall nevertheless be recoverable from the Guarantor as sole or principal debtor in respect thereof (but not so as to increase in amount the liability of the Guarantor beyond that of the Purchaser) and shall be paid by the Guarantor on demand.
10	SURVIVAL OF OBLIGATIONS
10.1	Survival of obligations after Completion
	Notwithstanding Completion each and every right and obligation of the Purchaser and the Vendors under this Agreement shall, except in so far as fully performed at Completion, continue in full force and effect.
10.2	Survival of obligations after termination of this Agreement
	Any provision of this Agreement which is expressed or intended to have effect on, or to continue in force after, the termination of this Agreement shall have such effect, or, as the case may be, continue in force, after such termination.
11	TIME LIMITS
	Where any obligation under this Agreement is expressed to require performance within a specified time limit that obligation shall continue to be binding and enforceable after the expiry of that time limit if the party so obliged fails to perform that obligation within that

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	time limit (but without prejudice to all rights and remedies available against such party by reason of such party’s failure to perform that obligation within the time limit).
12	CONSENTS
	Any consent given by a party under any provision of this Agreement shall be effective only in the instance and for the purpose for which it is given and the giving of any such consent in respect of any act or thing shall not operate as a waiver of any requirement on the party to whom the consent is given not to do that or any other act or thing at any time in the future without such consent.
13	POWER OF ATTORNEY
13.1	Appointment of attorney
	Each of the Vendors by their execution of this Agreement appoints the Purchaser to be his Attorney on and with effect from Completion until 30 days after the later of the date of agreement or determination of the Consideration granting to the Purchaser full power on his behalf to exercise all voting and other related rights attaching to the Sale Shares to be sold by that Vendor including in particular, but without prejudice to the foregoing generality, power:-

(a)	to execute a form of proxy in favour of such person or persons as the Purchaser may think fit to attend and vote as that Vendor’s proxy at any general meeting of the members, or separate class meeting of any class of members, of the Company in respect of such Sale Shares in such manner as the Purchaser may decide;
(b)	to pass any resolutions required under section 155 of the 1985 Act to facilitate Completion;
(c)	to consent to the convening and holding of any such meeting and the passing of the resolutions to be submitted at any such meeting on short notice;
(d)	to settle the terms of such resolutions; and
(e)	generally to procure that the Purchaser or its nominees are duly registered as the holders of all the Sale Shares.

13.2	Ratification of attorney acts
	Each Vendor hereby ratifies and confirms and hereby undertakes to ratify and confirm all and whatsoever the Purchaser shall lawfully do or cause to be done in pursuance of the power of attorney granted by Clause 13.1 (Appointment of attorney).
13.3	Power of attorney irrevocable
	Each Vendor hereby declares that the power of attorney granted by Clause 13.1 (Appointment of attorney) shall be given by way of security and accordingly shall be irrevocable until the date of registration of the transfer of the Sale Shares sold by the relevant Vendor in the books of the Company or the date referred to in Clause 13.1, whichever is the earlier and thereafter the power of attorney shall lapse.

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14	WAIVERS AND REMEDIES
	The rights of each party under this Agreement:-

(a)	may be exercised as often as necessary;
(b)	are cumulative and not exclusive of rights under the general law; and
(c)	may be waived only in writing and specifically.

	Any delay in exercising or failure to exercise any right shall not be a waiver of such right.
15	SUCCESSORS
15.1	Agreement binding on successors
	This Agreement shall be binding on the Vendors and their respective executors, personal representatives and successors whomsoever and, unless the context otherwise requires, references to the Vendors shall include references to such executors, personal representatives and successors.
15.2	Agreement binding on assignees
	This Agreement shall be binding on, and shall enure for the benefit, of any person to whom any right and/or obligation is validly assigned or transferred pursuant to Clause 7 (Assignation).
16	COSTS AND STAMP DUTY
16.1	Payment of Costs, Losses and Expenses
	Save as otherwise stated in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and other agreements referred to in this Agreement.
16.2	Stamp Duty
	The Purchaser shall be responsible for payment of all stamp duty in respect of this Agreement and the carrying into effect thereof.
17	NOTICES
17.1	Notices and deemed receipt
	Any notice to be given under, or in connection with the matters contemplated by, this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post (or registered airmail in the case of an address for service outside the United Kingdom) or by facsimile to the address and for the attention of the relevant party set out in Clause 17.2 (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:-

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(a)	if delivered personally, at the time of delivery;
(b)	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;
(c)	in the case of registered airmail, five days from the date of posting; and
(d)	in the case of fax, at the time of transmission;

	Provided that if deemed receipt occurs before 9am on a business day the notice shall be deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9am on the next business day. For the purpose of this Clause 12, “business day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.
17.2	Addresses for notices
	The addresses and facsimile numbers of the parties for the purposes of Clause 17.1 are:-

Vendors
Address:	McGrigor Donald, Princes Exchange, 1 Earl Grey Street, Edinburgh, EH3 9AQ
For the attention of:	Anna Brown
Fax number:	0131 777 7003
Guarantor
Address:	BioReliance Corporation, 14920 Broschart Road, Rockville, Maryland 20850-3349, USA
For the attention of:	John Coker
Fax number:	001 301 6102592
Purchaser
Address:	BioReliance (Glasgow) Limited, Innovation Park, Hillfoots Road, Stirling, FK9 4NF
For the attention of:	Ray Cosgrove
Fax number:	01786 464764

or such other address or facsimile number as may be notified in writing from time to time by the relevant party to the other party.

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17.3	No electronic service
	For the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.
18	ENTIRE AGREEMENT
18.1	Agreement constitutes entire agreement
	This Agreement, the Q-One Agreement and the documents referred to in each of them (together the “Acquisition Documents”), constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement.
18.2	Acknowledgement from Purchaser
	Except for any misrepresentation or breach of warranty which constitutes fraud each of the parties:-

(a)	acknowledges that the Acquisition Documents supersede and extinguish any previous agreements between the parties in relation to the subject matter of this Agreement and any representations and warranties previously made or given other than those contained in this Agreement; and
(b)	acknowledges and agrees that in entering into the Acquisition Documents, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement as a Warranty.

19	GOVERNING LAW AND JURISDICTION
19.1	Governing Law
	This Agreement shall be governed by and construed in accordance with the laws of Scotland.

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19.2	Jurisdiction
	The parties hereto submit to the non-exclusive jurisdiction of the Court of Session as regards any claim, dispute or matter arising out of or relating to this Agreement and its implementation or effect.

IN WITNESS of which the parties have executed in the Agreement as follows:-

SUBSCRIBED by the said MRS ROSLYN McLAUGHLIN

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MRS VIVIEN HOWE

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

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SUBSCRIBED by the said MRS GILLIAN DONAGHY

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MRS VERA MARGARET GORMLY

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said MR ALISDAIR W G GORMLY

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

19

SUBSCRIBED by the said MRS MARGARET PARROTT

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said DR LYNN GARDNER

at
on the	day of	2003

before this witness
	Witness
	Full Name
	Address

SUBSCRIBED by the said Trustees of the
AGG 1997 A&M TRUST

at
on the	day of	2003
by

Trustee

Full Name

Trustee

Full Name

20

SUBSCRIBED for and on behalf of
BIORELIANCE (GLASGOW) LIMITED

at
on the	day of	2003
as follows

Director

Director/Secretary

SUBSCRIBED for and on behalf of the said
BIORELIANCE CORPORATION

at
on the	day
of	2003
by

	Director
in the presence of
	Witness
	Full Name
	Address

21

SCHEDULE PART 3

Warranties

1	Corporate
1.1	The Company is a private company limited by shares and the information contained in Schedule Parts 1 and 2 is true and accurate.
1.2	The Sale Shares have been issued in proper legal form and are fully paid or credited as fully paid and now and on Completion will be all beneficially owned by the Vendors as set out in the Schedule Part 1 free from all claims liens encumbrances and equities.
1.3	Except as expressly contemplated by this Agreement, there is no debenture or loan capital or any agreement to create or issue any debenture or loan or share capital of the Company or any option to subscribe for or acquire or any agreement to put under option any debenture or loan or share capital of Satron and no person has the right (whether pursuant to conversion or otherwise) to call for the issue of any debenture or share or loan capital of the Company under any agreement or other arrangement presently in force.
1.4	The Company does not have and has never had any nor been a subsidiary or an associated company of another company or a member of a consortium for tax purposes and nor has it ever been the legal or beneficial owner of any share or loan capital of any company other than the Q-One Biotech Shares.
1.5	The register of members and other statutory books of the Company have been properly kept and contain an accurate record of the matters with which they should deal; and no notice or allegation, that any of them is incorrect or should be rectified, has been received.
1.6	The Vendors are the beneficial owners of the Sale Shares and there is not now nor is there any agreement or arrangement to create any pledge, lien, charge, encumbrance or other third party right on over or affecting any of the Sale Shares and no claim has been made by any person to be entitled to any of the foregoing.
1.7	A copy of the Memorandum and Articles of Association of the Company is attached to the Disclosure Letter, is true and complete and has embodied therein or annexed thereto a copy of every such Resolution or Agreement as is referred to in Section 380(2) of the Companies Act.
1.8	The Company has complied with all its obligations under the Companies Act.
1.9	No order has been made or resolution passed or petition presented for the winding-up or other dissolution of the Company and no receiver or manager or administrator has been or can be appointed over any of its assets.
1.10	Save as set out in the Disclosure Letter, the Company has never traded or incurred any liabilities (whether actual or contingent, present, future or otherwise) or declared or paid any dividends or effected any distribution (for tax purposes or otherwise) of or in respect of its assets or share capital and, except for the acquisition of the Q-One Biotech Shares, has not acquired or disposed of any business or material assets or agreed to do so.
1.11	The Company has never entered into and there is not now outstanding any guarantee or warranty or indemnity or bond or suretyship given by the Company in favour of any person.

26

1.12	There are no sums owed by any Vendor to the Company nor by the Company to any Vendor.
1.13	The Company is not, nor has it agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association.
1.14	The Company is not engaged in any litigation or arbitration proceedings, as plaintiff or defendant; there are no such proceedings pending or threatened, either by or against the Company.
1.15	There is no dispute with any revenue or other official department in the United Kingdom or elsewhere, in relation to the affairs of the Company, and there are no facts known to the Vendors which may give rise to any such dispute.
1.16	Except as provided for in this Agreement or the Q-One Agreement, no power of attorney given by the Company is in force.
1.17	There are no outstanding authorities (express or implied) by which any person may enter into any contract or commitment to do anything on behalf of the Company.
2	Accounts
2.1	The Accounts have been prepared in accordance with the historical cost convention; and the bases and policies of accounting, adopted for the purpose of preparing the Accounts, are the same as those adopted in preparing the accounts of the Company in respect of the two last preceding accounting periods.
2.2	The Accounts:-

(a)	give a true and fair view of the assets, liabilities of the Company at the Accounting Date and its profits for the financial period ended on that date;
(b)	comply with the requirements of the Companies Acts;
(c)	comply with current FRSs applicable to the Company; and
(d)	are not affected by any extraordinary, exceptional or non-recurring item.

2.3	All the accounts, books, ledgers, financial and other records, of whatsoever kind, of the Company are in its possession and reflect with reasonable accuracy the financial position of the Company as at their date.
3	Taxation
3.1	General
3.1.1	The Company has not within the last six years been the subject of an investigation by the Inland Revenue or any other relevant taxation authority (other than routine visits and routine audits), and the Warrantors are not aware of any facts or matters which are expected to lead to any such investigation.
3.1.2	To the extent required by generally accepted accounting principles, the Accounts make provision or reserve for all Taxation which the Company was at the Accounting Date liable to pay.

27

3.1.3	To the extent required by generally accepted accounting principles, the Accounts make provision for deferred Taxation.
3.1.4	The Company is and always has been resident for Tax purposes only in the jurisdiction in which it is incorporated.
3.1.5	The Company has kept and preserved all such records and information that it is required by law to maintain to enable it to deliver correct and complete returns for its accounting periods.
3.1.6	The Company has duly and punctually made all instalment payments required by the Corporation Tax (Instalment Payments) Regulations 1998, details of all such instalment payments made since the Accounts Date are set out in the Disclosure Letter and all such instalment payments have been made on the basis of a reasonable estimate of the Company’s tax liability for the relevant accounting period.
3.2	Compliance
3.2.1	The Company has in the last six years (and will before the date hereof have) submitted to all relevant taxation authorities (whether of the United Kingdom or elsewhere) by the requisite dates all returns which it is required by law to make where the date for making such returns has passed.
3.2.2	All such returns are complete and accurate in all material respects and are not the subject of any question or dispute and so far as the Warrantors are aware are not likely to become the subject of any question or dispute with any such taxation authority.
3.2.3	All payments by the Company to any person which ought to have been made under deduction of Taxation have been so made and the Company has (if required by law to do so and the due date of making such payment to the relevant tax authority has passed) accounted to the relevant taxation authority for the Taxation so deducted.
3.2.4	The Company has duly and punctually paid all Taxation which it has become liable to pay and it has not in the last three years paid or become liable to pay any penalty, fine or surcharge in connection with Taxation.
3.2.5	The Company has not in the last six years received any notice of enquiry into any return made by the Company.
3.3	Capital Allowances
	No balancing charge under the Capital Allowances Act 2001 (or other legislation relating to any capital allowances) would be made on the Company on the disposal of any pool of assets (that is to say all those assets expenditure relating to which would be taken into account in computing whether a balancing charge would arise on a disposal of any of those assets) or of any asset not in such a pool, on the assumption that a disposal is made for a consideration equal to the book value shown in or adopted for the purpose of the Accounts for the assets in the pool.
3.4	Capital Gains
3.4.1	No chargeable profit or gain would arise in respect of any asset of the Company:-

(a) treated as such in the Accounts if that asset were to be disposed of for a consideration equal to the value attributed thereto in the Accounts;

28

(b) acquired after the Accounting Date if that asset were to be disposed of for a consideration equal to the consideration given for its acquisition,

	in each case disregarding any statutory right to claim any allowance or relief other than amounts deductible under TCGA Section 38.
3.4.2	The Company has not made any claims under any of TCGA Sections 152 to 157, 165, 172 or 175 insofar as such claims affect the chargeable gain or allowable loss which would arise on a disposal by the Company of any of its assets
3.5	Tax avoidance
3.5.1	The Company has never been party to or concerned with any scheme or arrangement of which the main purpose or one of the main purposes was the avoidance of a liability to Taxation.
3.5.2	So far as the Warrantors are aware, the Company has not entered into or been a party to transactions to which any of the following provisions could apply: ss. 703, 730, 739, 770, 774, 776, 779, 780, 781 or 786 Taxes Act, or schedule 9 paragraph 13 Finance Act 1996, without in the appropriate cases, having received clearance in respect thereof from the Inland Revenue.
3.6	Value Added Tax
3.6.1	The Company is not and has never been treated for the purposes of Section 43 VATA (groups of companies) as a member of a group.
3.6.2	The Company is a registered and taxable person for the purposes of the VATA and has complied with and observed in all material respects the terms of all statutory provisions, directions, conditions, notices and agreements with HM Customs and Excise relating to VAT. The Company has maintained and obtained accounts, records, invoices and other documents (as the case may be) appropriate or requisite for the purposes of VAT.
3.6.3	The Company:-

(a)	is not, nor in the two years prior to Completion has been, in arrears with any payments or returns or notifications under any statutory provisions, directions, conditions or notices relating to VAT, or liable to any forfeiture or penalty or interest or surcharge or to the operation of any penalty, interest or surcharge provision;
(b)	has not been required by HM Customs and Excise to give security.

3.6.4	The Company has not since the Accounting Date been, and will not prior to Completion be, treated as having made any supply of goods or services for the purposes of VAT where no supply has in fact been made by the Company.
3.6.5	The Company has not in the last three years received a surcharge liability notice under VATA Section 59 (default surcharge) or a penalty liability notice under VATA Section 64 (persistent misdeclarations).
3.6.6	All supplies made by the Company are taxable supplies and the Company is not and so far as the Warrantors are aware will not be denied credit for any input tax by reason of the operation of s.26 VATA and regulations made thereunder.

29

3.7	Close Companies
3.7.1	The Company is a close company as defined in Taxes Act Section 414 but is not and has never been a close investment holding company within the meaning of Taxes Act Section 13A.
3.7.2	The Company has not in the last six years been liable to Taxation under the provisions of Taxes Act Sections 418 to 422.
3.8	Stamp Duty
	There is no instrument in the possession of the Company which is necessary to establish the Company’s title to any right or asset which is liable to stamp duty in the United Kingdom or elsewhere but which has not been duly stamped.
3.9	Distributions
	Save as set out in the Disclosure Letter, no distribution within the meaning of ss.209, 210 and 212 Taxes Act has been made by the Company except dividends shown in its audited accounts nor is the Company bound to make any such distribution.
3.10	Inheritance Tax and Gifts
3.10.1	There are not in existence any circumstances whereby any such power as is mentioned in s.212 Inheritance Tax Act 1984 could be exercised in relation to any shares in, securities of, or assets of, the Company.
3.10.2	The Company is not liable to be assessed to corporation tax on chargeable gains or to inheritance tax as donor or donee of any gift or transferor or transferee of value.
3.10.3	The Company has not been a party to associated operations in relation to a transfer of value within the meaning of s.268 Inheritance Tax Act 1984.
3.10.4	No Inland Revenue charge (as defined in s.237 Inheritance Tax Act 1984) is outstanding over any asset of the Company or in relation to any shares in the capital of the Company.
3.10.5	The Company has not received any asset as mentioned in s.282 TCGA 1992.
3.11	Investment Company Deductions
	There has not been a change in ownership of the Company within the meaning of s.769 Taxes Act in the period commencing three years before the Accounting Date.
4	Property
	The Company does not own or lease, nor has it ever owned or leased, any heritable or leasehold property.
5	Employment
	The Company does not have, nor has it ever had, any employees.

30

6	Assets
	The Company owns no assets other than the Q-One Biotech Shares which it beneficially owns free from any encumbrance, lien or charge.
7	Intellectual Property
	The Company does not own or use any Intellectual Property.

31

SCHEDULE PART 4

Limitations on Liability

The provisions of this Schedule Part 4 together with Clauses 7.1.3 and 7.1.4 of the Q-One Agreement shall operate, inter alia, to limit and reduce the liability of the Warrantors in respect of claims under the Warranties and, where expressly stated to do so, the Tax Deed. The parties agree as follows:-

1	the Warrantors shall not be liable for any individual claim under the Warranties or the Tax Deed unless the amount of such claim exceeds £10,000 and claims excluded by this paragraph shall be ignored for all purposes;
2	In addition to paragraph 1 above, the Warrantors shall only have a liability under the Warranties, Indemnity or the Tax Deed for amounts in excess of any cash held by the Company at Completion;
3	claims against the Warrantors under the Warranties, the Indemnity and the Tax Deed shall be wholly barred and unenforceable unless written particulars thereof (giving reasonable details of the specific matter or claim in respect of which such claim is made) shall have been given to the Warrantors within a period of seven years from the date of Completion (in the case of any claim under the Indemnity, the Tax Deed or under the Tax Warranties) or 12 months from the date of Completion (in the case of any other claim under the Warranties). Any such claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn after the expiration of nine months after the expiration of such period of seven years from the date of Completion (in the case of any claim under the Indemnity, the Tax Deed or Tax Warranties) or after the expiration of nine months after the period of 12 months from the date of Completion (in the case of any other claim under the Warranties) unless legal proceedings in respect of it have been commenced by being both issued and served upon the Warrantors; Provided that the time limits contained in this paragraph (2) shall not apply where the claim in question arises as a result of the fraud or wilful neglect or default of the Warrantors;
4	if the Warrantors pay to the Purchaser or the Company an amount in respect of a claim under the Warranties or the Indemnity and the Purchaser or the Company subsequently recovers (whether by payment, discount, credit or otherwise) from a third party (including any taxation authority) a sum which is referable to that claim, the Purchaser shall (or shall procure the person to whom the Warrantors paid the said amount shall) forthwith repay to the Warrantors so much of the said amount as is equal to the sum recovered from the third party (or such lesser amount as the Warrantors shall have so paid to the Purchaser or the Company) less all reasonable costs and expenses incurred by the Purchaser or the Company in recovering the same;
5	where the Purchaser or a Company is legally entitled to recover from some other person (not being another member of the Purchaser’s Group, or any employee or officer thereof or any Vendor or under any insurance policy effected after Completion) any sum in respect of any matter the subject of a claim under the Warranties which the Warrantors have previously irrevocably and unconditionally satisfied in full, the Purchaser or Company (as appropriate) shall (subject first to being indemnified and secured to its or their reasonable satisfaction against all costs and expenses which it or they may reasonably incur thereby) take all reasonable steps to enforce such recovery (keeping the Warrantors informed of the progress of any action taken) and account to the Warrantors originally satisfying the claim for any

32

	amounts they recover less the costs and expenses incurred by the Purchaser or the relevant Company;
6	payment of any claim under the Warranties, the Indemnity, the Tax Deed or the Q-One Agreement or the Q-One Tax Deed in respect of a loss or liability shall pro tanto satisfy and discharge any other claim thereunder which is capable of being made in respect of the same loss or liability;
7	if any person is entitled to make a claim in respect of any act, event or default both under any of the Warranties and also under the Tax Deed or the Indemnity such claim shall be made under the Warranties or the Tax Deed or the Indemnity at the option of the Purchaser and any amount payable under the other agreement shall be reduced to the extent of such claim;
8	any amount paid by the Warrantors to the Purchaser or the Company in respect of a claim under the Warranties, the Tax Deed, the Indemnity or the Q-One Agreement or the Q-One Tax Deed shall be treated as a reduction pro-rata in the purchase consideration paid by the Purchaser for the Sale Shares;
9	the Warrantors shall not be liable for any claim under the Warranties which would not have arisen but for an act, event, omission or default outside the ordinary course of business occurring after Completion;
10	the Warrantors shall not be liable for any claim under the Warranties to the extent that:-

(a)	it is provided for or reserved or noted in the Accounts;
(b)	such liability arises or is increased as a result of a change in the law (or practice of the Inland Revenue) after the date hereof;
(c)	it arises as a result of any change in the accounting policy or practice or in the accounting reference date of the Company after the date hereof;

11	notwithstanding any breach of the Warranties the Purchaser shall not following Completion be entitled to treat the Warrantors as having repudiated this Agreement or be entitled to rescind this Agreement;
12	the Warranties are given solely on the basis that the Company continues to carry on its business after Completion as a going concern;
13	nothing in this Agreement shall in any way diminish the duty at law of the Purchaser to mitigate the loss arising from any breach of the Warranties;
14	save in respect of statements made fraudulently, the parties accept that they are to have no rights or liabilities in respect of pre-contractual statements;
15	the Purchaser confirms to the Warrantors that it is not actually aware of any matter or thing which could give rise to a breach of any of the Warranties at the date of this Agreement;
16	the provisions of this part of the Schedule shall remain in force and be fully applicable in all circumstances and in particular shall not be discharged by any breach of this Agreement whatever its nature or consequence;
17	the aggregate maximum liability of the Gormly Shareholder and the Parrott Shareholder in relation to any claim under the Warranties, the Tax Deed, the Indemnity, this Agreement

33

and in respect of claims under the Q-One Agreement and the Q-One Tax Deed shall not exceed the Gormly Shareholder Warranty Cap and the Parrott Shareholder Warranty Cap respectively.

34 EX-10.1 5 w89404exv10w1.htm EXHIBIT 10.1

Exhibit 10.1

CREDIT AGREEMENT

Dated as of August 12, 2003

among

BIORELIANCE CORPORATION

and

BIORELIANCE (GLASGOW) LTD.,
as Borrowers,

THE SUBSIDIARIES OF BIORELIANCE CORPORATION IDENTIFIED HEREIN,
as Guarantors,

BANK OF AMERICA, N.A.,
as Administrative Agent, Security Trustee and L/C Issuer

and

THE LENDERS PARTY HERETO

Arranged By:

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	26
	1.03	Accounting Terms	27
	1.04	Rounding	27
	1.05	References to Agreements and Laws	28
	1.06	Times of Day	28
	1.07	Letter of Credit Amounts	28
	1.08	Exchange Rates; Currency Equivalents	28
	1.09	Additional Alternative Currencies	28
	1.10	Redenomination of Certain Alternative Currencies	29
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS			29
	2.01	Revolving Loans and Term Loans	29
	2.02	Borrowings, Conversions and Continuations of Loans	30
	2.03	Letters of Credit	31
	2.04	Prepayments	37
	2.05	Termination or Reduction of Commitments	39
	2.06	Repayment of Loans	40
	2.07	Interest	41
	2.08	Fees	41
	2.09	Computation of Interest and Fees	42
	2.10	Evidence of Debt	43
	2.11	Payments Generally	43
	2.12	Sharing of Payments	45
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			45
	3.01	Taxes	45
	3.02	Illegality	46
	3.03	Inability to Determine Rates	47
	3.04	Increased Cost and Reduced Return; Capital Adequacy	47
	3.05	Funding Losses	48
	3.06	Matters Applicable to all Requests for Compensation	48
	3.07	Survival	48
ARTICLE IV GUARANTY			49
	4.01	The Guaranty	49
	4.02	Obligations Unconditional	50
	4.03	Reinstatement	51
	4.04	Certain Additional Waivers	52
	4.05	Remedies	52
	4.06	Rights of Contribution	53
	4.07	Guarantee of Payment; Continuing Guarantee	55
	4.08	Limitation on Guaranties of German Credit Parties	55
ARTICLE V CONDITIONS PRECEDENT			57
	5.01	Conditions Precedent to Closing	57
	5.02	Conditions Precedent to the Initial Credit Extensions	58
	5.03	Conditions Precedent to all Credit Extensions	62
ARTICLE VI REPRESENTATIONS AND WARRANTIES			63
	6.01	Existence, Qualification and Power	63

i

	6.02	Authorization; No Contravention	63
	6.03	Governmental Authorization; Other Consents	63
	6.04	Binding Effect	64
	6.05	Financial Statements	64
	6.06	No Material Adverse Effect	64
	6.07	Litigation	64
	6.08	No Default	65
	6.09	Ownership of Property; Liens	65
	6.10	Environmental Compliance	65
	6.11	Insurance	66
	6.12	Taxes	66
	6.13	ERISA Compliance	66
	6.14	Subsidiaries	67
	6.15	Margin Regulations; Investment Company Act; PUHCA; Treasury Regulations	67
	6.16	Disclosure	67
	6.17	Compliance with Laws	68
	6.18	Intellectual Property; Licenses, Etc.	68
	6.19	Business Locations	68
	6.20	Solvency	68
	6.21	Brokers’ Fees	68
	6.22	Labor Matters	68
	6.23	Security Agreements	69
	6.24	Pledge Agreements	69
	6.25	Mortgages	69
ARTICLE VII AFFIRMATIVE COVENANTS			70
	7.01	Financial Statements	70
	7.02	Certificates; Other Information	71
	7.03	Notices	72
	7.04	Payment of Taxes	73
	7.05	Preservation of Existence, Etc.	73
	7.06	Maintenance of Properties	73
	7.07	Maintenance of Insurance	73
	7.08	Compliance with Laws	74
	7.09	Books and Records	74
	7.10	Inspection Rights	74
	7.11	Use of Proceeds	75
	7.12	Guarantors	75
	7.13	Pledged Capital Stock	76
	7.14	Pledged Assets	77
	7.15	ERISA Compliance	78
	7.16	Interest Rate Protection Agreements	78
	7.17	Landlord Waivers and Assignations	78
	7.18	Post-Funding Deliveries	78
ARTICLE VIII NEGATIVE COVENANTS			80
	8.01	Liens	80
	8.02	Investments	82
	8.03	Indebtedness	82
	8.04	Fundamental Changes	84
	8.05	Dispositions	84
	8.06	Restricted Payments	85
	8.07	Change in Nature of Business	85

ii

	8.08	Transactions with Affiliates and Insiders	86
	8.09	Prepayment of Other Funded Debt	86
	8.10	No Further Negative Pledges	86
	8.11	Margin Stock	86
	8.12	Financial Covenants	86
	8.13	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	87
	8.14	Ownership of Subsidiaries	87
	8.15	Sale and Leaseback Transactions	87
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES			88
	9.01	Events of Default	88
	9.02	Remedies Upon Event of Default	90
	9.03	Application of Funds	90
ARTICLE X ADMINISTRATIVE AGENT, SECURITY TRUSTEE AND L/C ISSUER			92
	10.01	Appointment and Authorization	92
	10.02	Delegation of Duties	92
	10.03	Liability	93
	10.04	Reliance	93
	10.05	Notice of Default	93
	10.06	Credit Decision; Disclosure of Information	94
	10.07	Indemnification	94
	10.08	Individual Capacity	94
	10.09	Successors	95
	10.10	Administrative Agent May File Proofs of Claim	95
	10.11	Collateral and Guaranty Matters	96
	10.12	Security Trust Provisions	97
	10.13	Other Agents; Arrangers and Managers	97
ARTICLE XI MISCELLANEOUS			97
	11.01	Amendments, Etc.	97
	11.02	Notices and Other Communications; Facsimile Copies	99
	11.03	No Waiver; Cumulative Remedies	100
	11.04	Attorney Costs, Expenses and Taxes	100
	11.05	Indemnification by the Borrowers	100
	11.06	Payments Set Aside	101
	11.07	Successors and Assigns	101
	11.08	Confidentiality	104
	11.09	Set-off	105
	11.10	Interest Rate Limitation	105
	11.11	Counterparts	106
	11.12	Integration	106
	11.13	Survival of Representations and Warranties	106
	11.14	Severability	106
	11.15	Tax Forms	106
	11.16	Source of Funds	109
	11.17	Governing Law	109
	11.18	Waiver of Right to Trial by Jury	110
	11.19	Judgment Currency	110
	11.20	Parallel Debt	110
	11.21	Nature of Obligations of the Borrowers	111

iii

SCHEDULES

2.01	Commitments and Pro Rata Shares
2.03	Existing Letters of Credit
2.07	Mandatory Cost Rate
6.11	Insurance
6.14	Subsidiaries
6.18	IP Rights
6.19(a)	Locations of Real Property
6.19(b)	Locations of Tangible Personal Property
6.19(c)	Chief Executive Office Locations
6.22	Labor Matters
8.01(c)	Liens Existing on the Initial Funding Date
8.01(o)	Cash Collateralized Letters of Credit
8.02	Investments Existing on the Initial Funding Date
8.03	Indebtedness Existing on the Initial Funding Date
8.04	Fundamental Changes
10.12	Security Trust Provisions
11.02	Eurocurrency and Domestic Lending Offices; Certain Addresses for Notices

EXHIBITS

A	Form of Loan Notice
B-1	Form of Revolving Note
B-2	Form of Term Note
C	Form of Compliance Certificate
D	Form of Assignment and Assumption
E	Form of Joinder Agreement

iv

CREDIT AGREEMENT

     This CREDIT AGREEMENT is entered into as of August 12, 2003 among BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE (GLASGOW) LTD., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified herein, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and L/C Issuer.

     WHEREAS, the Borrowers and the Guarantors have requested that the Lenders provide revolving credit and term loan facilities for the purposes set forth herein; and

     WHEREAS, the Lenders have agreed to make the requested facilities available on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     1.01     Defined Terms.

     As used in this Credit Agreement, the following terms shall have the meanings provided below:

     “Acquisition,” by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all of the Property of another Person or at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

     “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

     “Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

     “Administrative Questionnaire” means an administrative questionnaire for the Lenders in a form supplied by the Administrative Agent.

     “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if

such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

     “Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the Security Trustee, together with its Affiliates, and including in each case the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

     “Aggregate Domestic Term Loan Commitments” means the Domestic Term Loan Commitments of all the Lenders. The initial amount of the Aggregate Domestic Term Loan Commitments in effect on the Closing Date is THIRTY-FIVE MILLION DOLLARS ($35,000,000).

     “Aggregate Foreign Term Loan Commitments” means the Foreign Term Loan Commitments of all the Lenders. The initial amount of the Aggregate Foreign Term Loan Commitments in effect on the Closing Date is TEN MILLION DOLLARS ($10,000,000).

     “Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date is FIFTEEN MILLION DOLLARS ($15,000,000).

     “Alternative Currency” means each of British Pounds Sterling, Euros and each other lawful currency (other than Dollars) that is freely available and freely transferable and convertible into Dollars and that is approved by all the Lenders in accordance with Section 1.09.

     “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

     “Alternative Currency Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) FIVE MILLION DOLLARS ($5,000,000). The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

     “Applicable Currency” means Dollars or an Alternative Currency, as applicable.

     “Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a):

						Letters of Credit
	Consolidated		Commitment			and
Pricing Level	Leverage Ratio		Fee			Eurocurrency Loans			Base Rate Loans
1		< 1.0:1.0		0.375	%		2.50	%		1.00	%
2	> 1.0:1.0 but < 1.5:1.0			0.375	%		2.75	%		1.25	%
3	> 1.5:1.0 but < 2.0:1.0			0.50	%		3.00	%		1.50	%
4		> 2.0:1.0		0.50	%		3.50	%		2.00	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective no later than the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 4

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shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. The Applicable Rate in effect from the Closing Date through the date no later than the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(a) for the fiscal period ending December 31, 2003 shall be determined based upon Pricing Level 4.

     “Applicable Time” means, with respect to any borrowings and payments in (a) British Pounds Sterling or Euros, 12:00 noon (London time) and (b) all other Alternative Currencies, the local times in the place of settlement for such Alternative Currencies as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

     “Approved Fund” has the meaning provided in Section 11.07(h).

     “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

     “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

     “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other counsel.

     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in the case of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

     “Availability Period” means, with respect to the Revolving Commitments, the period from and including the Initial Funding Date to the earliest of (a) the Revolving Loan Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.

     “Bank of America” means Bank of America, N.A. and its successors.

     “Bank of Scotland” means the Governor and Company of the Bank of Scotland and its successors.

     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by Bank of America

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shall take effect at the opening of business on the day specified in the public announcement of such change.

     “Base Rate Loan” means a Loan that bears interest based on the Base Rate.

     “BioReliance Financial Statements” has the meaning provided in Section 5.02(e)(i).

     “Borrowers” has the meaning provided in the introductory paragraph hereto.

     “Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurocurrency Loans, in the same currency and having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

     “BPG Property” means the Property located at 9920 Medical Center Drive, Rockville, Maryland 20850-3447.

     “British Pounds Sterling” means the lawful currency of the United Kingdom.

     “BUKH” means BioReliance UK Holdings, Ltd., a Scottish private limited company and Wholly Owned Subsidiary of BioReliance Acquisitions, Inc.

     “BUKS” means BioReliance Ltd., a Scottish private limited company and Wholly Owned Subsidiary of BUKH.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and (a) if such day relates to any Eurocurrency Loan denominated in a currency other than Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency or (b) if such day relates to any Eurocurrency Loan denominated in Euro, means a TARGET Day.

     “Businesses” means, at any time, a collective reference to the businesses operated by the Consolidated Group at such time.

     “Capital Lease” means, as applied to any Person, any lease of any Property by that Person as lessee that, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person.

     “Capital Stock” means (i) in the case of a corporation, association or business entity, capital stock or any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (ii) in the case of a partnership, partnership interests (whether general or limited), (iii) in the case of a limited liability company, membership interests and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Collateralize” has the meaning provided in Section 2.03(g).

     “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the

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date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof.

     “Change of Control” means an event or series of events by which:

     (a)     any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Capital Stock that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% more of the Voting Stock of BioReliance on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) than any such person or group beneficially owns as of the Closing Date; or

     (b)     during any period of twenty-four consecutive months, a majority of the members of the board of directors or other equivalent governing body of BioReliance cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

     “Closing Date” means the date hereof.

     “Clydesdale” means Clydesdale Bank Public Limited Company and its successors.

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     “Collateral” means a collective reference to all real and personal Property with respect to which Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.

     “Collateral Documents” means a collective reference to the Domestic Security Agreement, the Foreign Security Agreement, the Domestic Pledge Agreement, the Foreign Pledge Agreement, the Mortgages and such other security documents as may be executed and delivered by any of the Credit Parties in connection with the attachment and perfection of the security interests and liens arising hereunder or pursuant to the terms of Section 7.12 and 7.13 in favor of the Administrative Agent or the Security Trustee.

     “Commitment” means, as to each Lender, the Revolving Commitment of such Lender, the Domestic Term Loan Commitment of such Lender and/or the Foreign Term Loan Commitment of such Lender.

     “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

     “Confidential Information” has the meaning provided in Section 11.08.

     “Consolidated Capital Expenditures” means, for any period, for the Consolidated Group on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include expenditures made with proceeds of any disposition of fixed or capital assets not prohibited hereunder or any Involuntary Disposition, in each case to the extent such expenditures are used to purchase Property that is the same as or similar to the Property subject to such disposition of fixed or capital assets or Involuntary Disposition.

     “Consolidated EBITDA” means, for any period for the Consolidated Group, the sum of (a) Consolidated Net Income, plus (b) to the extent deducted in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) income taxes, (iii) depreciation and amortization and (iv) non-cash expense for stock options, if any, in each case on a consolidated basis determined in accordance with GAAP. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

     “Consolidated EBITDAR” means, for any period for the Consolidated Group, the sum of (a) Consolidated EBITDA, plus (b) rent and lease expense, in each case determined on a consolidated basis in accordance with GAAP. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

     “Consolidated Fixed Charge Coverage Ratio” means, as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters ending on such day, the ratio of (a) the sum of (i) Consolidated EBITDAR, minus (ii) cash taxes paid, minus (iii) Consolidated Capital Expenditures to (b) Consolidated Fixed Charges.

     “Consolidated Fixed Charges” means, for any period for the Consolidated Group, the sum of (a) the cash portion of Consolidated Interest Expense, plus (b) rent and lease expense, plus (c) Consolidated Scheduled Funded Debt Payments, plus (d) dividends and other distributions paid on the Capital Stock of the Borrower, in each case on a consolidated basis determined in accordance with GAAP. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

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     “Consolidated Funded Debt” means Funded Debt of the Consolidated Group on a consolidated basis determined in accordance with GAAP, but excluding, for purposes hereof, Funded Debt related to the loan notes and related Support Obligations described in Section 8.03(k) to the extent such Funded Debt is secured by cash collateral.

     “Consolidated Group” means BioReliance and its Subsidiaries.

     “Consolidated Interest Expense” means, for any period for the Consolidated Group, all interest expense, including the amortization of debt discount and premium, the interest component under Capital Leases and the implied interest component under Securitization Transactions, in each case on a consolidated basis determined in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

     “Consolidated Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of Consolidated Funded Debt on such day to Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day.

     “Consolidated Net Income” means, for any period, for the Consolidated Group on a consolidated basis, the net income of the Consolidated Group (excluding extraordinary gains and extraordinary losses) for that period.

     “Consolidated Net Worth” means, as of any date of determination, consolidated shareholders’ equity of the Consolidated Group as of that date determined in accordance with GAAP.

     “Consolidated Scheduled Funded Debt Payments” means for any period for the Consolidated Group on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Debt, as determined in accordance with GAAP. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary prepayments made during the applicable period, (b) shall be deemed to include the principal component of scheduled payments of Attributable Indebtedness in respect of Capital Leases and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.04.

     “Consolidated Working Capital” means, at any time, the excess of (i) current assets of the Consolidated Group on a consolidated basis at such time over (ii) current liabilities of the Consolidated Group on a consolidated basis at such time, all as determined in accordance in GAAP.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

     “Control” has the meaning provided in the definition of “Affiliate.”

     “Corresponding Debt” has the meaning provided in Section 11.20(b).

     “Credit Agreement” means this Credit Agreement, as amended, modified, supplemented and extended from time to time.

     “Credit Documents” means this Credit Agreement, each Note, each Letter of Credit, each Letter of Credit Application, each Joinder Agreement, the Collateral Documents, each Request for Credit Extension, each Compliance Certificate, the Fee Letter and each other document, instrument or agreement

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from time to time executed by any member of the Consolidated Group or any Responsible Officer thereof in favor of the Administrative Agent, the Security Trustee, the L/C Issuer or a Lender and required to be delivered in connection with this Credit Agreement.

     “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

     “Credit Parties” means, collectively, BioReliance, the Foreign Borrower and each Guarantor.

     “Debt Issuance” means the issuance by any member of the Consolidated Group of any Indebtedness other than Indebtedness permitted under Section 8.03.

     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurocurrency Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.

     “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any Property by any member of the Consolidated Group (including the sale of Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

     “Dollar” and “$” mean the lawful currency of the United States.

     “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

     “Domestic Credit Party” means BioReliance and any Credit Party that is a Domestic Subsidiary.

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     “Domestic Guarantor” means each Domestic Subsidiary of BioReliance and each other Person that joins as a Domestic Guarantor of the Obligations pursuant to Section 7.12, together with their respective successors and permitted assigns (except as otherwise provided hereunder).

     “Domestic Pledge Agreement” means the pledge agreement dated as of the Initial Funding Date executed in favor of the Administrative Agent by BioReliance and each of the Domestic Guarantors, as amended, modified, restated or supplemented from time to time.

     “Domestic Security Agreement” means the security agreement dated as of the Initial Funding Date executed in favor of the Administrative Agent by BioReliance and each of the Domestic Guarantors, as amended, modified, restated or supplemented from time to time.

     “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any political subdivision of the United States.

     “Domestic Term Loan” has the meaning provided in Section 2.01(b)(i).

     “Domestic Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Domestic Term Loan to BioReliance on the Initial Funding Date pursuant to Section 2.01(b)(i), in the aggregate principal amount of such Lender’s Pro Rata Share of the Aggregate Domestic Term Loan Commitment on such date, as set forth on Schedule 2.01.

     “Domestic Term Note” has the meaning provided in Section 2.10.

     “Eligible Assignee” has the meaning provided in Section 11.07(h).

     “EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998, as amended from time to time.

     “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the “euro” or otherwise).

     “Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

     “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of BioReliance, any other Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “Equity Transaction” means, with respect to any member of the Consolidated Group, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a member of the Consolidated

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Group, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any Acquisition permitted hereunder.

     “ERISA” means the Employee Retirement Income Security Act of 1974.

     “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with BioReliance within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by BioReliance or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by BioReliance or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA or any other liability assessed but not yet delinquent, upon BioReliance or any ERISA Affiliate.

     “Euro” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

     “Eurocurrency Base Rate” means, for any Interest Period with respect to any Eurocurrency Loan:

     (a)     the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

     (b)     if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

     (c)     if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in the relevant currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of

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America’s London Branch or London Affiliate to major banks in the offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

     “Eurocurrency Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.

     “Eurocurrency Rate” means for any Interest Period with respect to any Eurocurrency Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurocurrency Base Rate for such Eurocurrency Loan for such Interest Period by (b) one minus the Eurocurrency Reserve Percentage for such Eurocurrency Loan for such Interest Period.

     “Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

     “Event of Default” has the meaning provided in Section 9.01.

     “Excess Cash Flow” means, for any period for the Consolidated Group, an amount equal to the sum of (a) Consolidated EBITDA, minus (b) Consolidated Capital Expenditures paid in cash, minus (c) the cash portion of Consolidated Interest Expense, minus (d) cash taxes paid, minus (e) Consolidated Scheduled Funded Debt Payments, minus (f) the amount of any voluntary prepayments made on the Term Loans during such fiscal year, minus (g) increases in Consolidated Working Capital, plus (h) decreases in Consolidated Working Capital, minus (i) the amount of voluntary prepayments made on the Revolving Loans to the extent accompanied by a permanent reduction of the Aggregate Revolving Commitments, in each case on a consolidated basis determined in accordance with GAAP.

     “Excluded Property” means:

     (a)     with respect to any Domestic Credit Party, including any Person that becomes a Domestic Credit Party after the Closing Date as contemplated by Section 7.12, (i) unless reasonably requested by the Administrative Agent or the Required Lenders on thirty days prior written notice, any personal Property (including motor vehicles) in respect of which perfection of a Lien is not either (A) governed by the UCC or (B) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (ii) unless reasonably requested by the Administrative Agent or the Required Lenders on thirty days prior written notice, any leasehold interests, (iii) the BPG Property, (iv) any Property that, subject to the terms of Section 8.10, is subject to a Lien permitted under Section 8.01(j) pursuant to documents that prohibit such Credit Party from granting any other Liens in such Property and (v) any permit, lease, license, contract or instrument now or hereafter in effect of a Credit Party if the grant of a security interest in such permit, lease, license, contract or instrument in a manner contemplated by this Credit Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise materially and adversely alter such Credit Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); and

     (b)     with respect any Foreign Credit Party, including any Person that becomes a Foreign Credit Party after the Closing Date as contemplated by Section 5.02 or 7.12, except as

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expressly provided below, (i) any Property that, subject to the terms of Section 8.10, is subject to a Lien of the type described in Section 8.01(j) pursuant to documents that prohibit such Credit Party from granting any other Liens in such Property, (ii) any Property that is subject to a Lien of the type described in Section 8.01(m) or (n), (iii) unless reasonably requested by the Administrative Agent or the Required Lenders on sixty days prior written notice, any leasehold interests (other than leasehold interests with respect to Property located in Germany), (iv) any leasehold interest with respect to Property located in Germany, (v) receivables not governed by German law or otherwise not assignable as a matter of German law that are due to any member of the Consolidated Group formed or incorporated under the laws of Germany (but excluding any such receivable due to any such member of the Consolidated Group from another Credit Party) in an aggregate amount not to exceed €2,000,000, (vi) any permit, lease, license, contract or instrument now or hereafter in effect of a Credit Party if the grant of a security interest in such permit, lease, license, contract or instrument in a manner contemplated by this Credit Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise materially and adversely alter such Credit Party’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) and (vii) any other Property for which the expense of perfecting a security interest therein under applicable law is excessive given the value of such Property, in the reasonable judgment of the Administrative Agent and the Required Lenders; provided that any floating charge pursuant to Collateral Documents governed by Scottish law will apply to all Property otherwise excluded pursuant to this subsection (b) except Property that is subject to a Lien of the type described in Section 8.01(m).

     “Existing Letters of Credit” means each of those standby letters of credit set forth on Schedule 2.03.

     “Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by BioReliance or any Subsidiary.

     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to the next whole multiple of 1/100th of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

     “Fee Letter” means the letter agreement dated June 20, 2003 among BioReliance, the Administrative Agent and the Arranger.

     “Finance Party” means each Lender, each Affiliate of a Lender that enters into a Swap Contract with a Credit Party, the L/C Issuer, the Administrative Agent and the Security Trustee.

     “First-Tier Foreign Subsidiary” means each Foreign Subsidiary that is owned directly by BioReliance or a Domestic Guarantor.

     “Foreign Borrower” has the meaning provided in the introductory paragraph hereto.

     “Foreign Credit Party” means any Credit Party that is not a Domestic Credit Party.

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     “Foreign Guarantors” means each Foreign Subsidiary identified as a “Foreign Guarantor” on the signature pages hereto and each other Person that joins as a Foreign Guarantor pursuant to Section 7.12, together with their respective successors and permitted assigns (except as otherwise provided hereunder).

     “Foreign Lender” has the meaning provided in Section 11.15(a)(i).

     “Foreign Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Foreign Borrower and any Foreign Guarantor arising under any Credit Document or otherwise with respect to the Foreign Term Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Foreign Borrower or any Foreign Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

     “Foreign Pledge Agreement” means any pledge agreement or similar document entered into by the Foreign Borrower or any Foreign Guarantor in favor of the Administrative Agent or Security Trustee, in accordance with the terms hereof, to secure the obligations of such Person under the Credit Documents, as amended, modified, restated or supplemented from time to time.

     “Foreign Security Agreement” means any security agreement or similar document entered into by the Foreign Borrower or any Foreign Guarantor in favor of the Administrative Agent or Security Trustee, in accordance with the terms hereof, to secure the obligations of such Person under the Credit Documents, as amended, modified, restated or supplemented from time to time.

     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

     “Foreign Term Loan” has the meaning provided in Section 2.01(b)(ii).

     “Foreign Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Foreign Term Loan to the Foreign Borrower on the Initial Funding Date pursuant to Section 2.01(b)(ii), in the aggregate principal amount of such Lender’s Pro Rata Share of the Aggregate Foreign Term Loan Commitment on such date, as set forth on Schedule 2.01.

     “Foreign Term Note” has the meaning provided in Section 2.10.

     “FRB” means the Board of Governors of the Federal Reserve System of the United States.

     “Fund” has the meaning provided in Section 11.07(h).

     “Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a)     all obligations for borrowed money, whether current or long-term (including the Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     (b)     all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of

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property or services (other than trade accounts payable incurred the ordinary course of business and payable on customary trade terms);

     (c)     all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements), in each case to the extent such instruments or agreements support financial, rather than performance, obligations;

     (d)     the Attributed Indebtedness of Capital Leases and Synthetic Leases;

     (e)     the Attributed Indebtedness of Securitization Transactions;

     (f)     all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments;

     (g)     Support Obligations in respect of Funded Debt of another Person;

     (f)     Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Funded Debt shall be determined (i) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase price obligations under clause (b), (ii) based on the maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (c), and (iii) based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (g).

     “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied.

     “Glasgow Mortgage” means the Mortgage given by Q-One in favor of the Security Trustee with respect to Unit 5, Todd Campus, West of Scotland Science Park, Glasgow.

     “Governmental Authority” means any nation or government, any federal, state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “German Guarantor” has the meaning provided in Section 4.08(a).

     “German Guaranty” has the meaning provided in Section 4.08(a).

     “German Credit Party” means a Foreign Credit Party incorporated or established under the laws of Germany.

     “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV hereof.

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     “Guarantors” means a collective reference to (a) in its capacity as a guarantor of the Foreign Obligations, BioReliance, (b) the Domestic Guarantors and (c) the Foreign Guarantors.

     “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “Honor Date” has the meaning provided in Section 2.03(c)(i).

     “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     (a)     all Funded Debt;

     (b)     all contingent obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements), in each case to the extent such instruments or agreements support financial, rather than performance, obligations;

     (c)     net obligations under any Swap Contract;

     (d)     Support Obligations in respect of Indebtedness of another Person; and

     (e)     Indebtedness of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Indebtedness shall be determined based on the Swap Termination Value in the case of net obligations under Swap Contracts under clause (c).

     “Indemnified Liabilities” has the meaning provided in Section 11.05.

     “Indemnitees” has the meaning provided in Section 11.05.

     “Initial Funding Date” means the date of the initial Credit Extensions pursuant to Sections 5.02 and 5.03.

     “Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and (i) if such Loan is a Revolving Loan, the Revolving Loan Maturity Date and (ii) if such Loan is a Term Loan, the Term Loan Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and (i) if such Loan is a Revolving Loan, the Revolving Loan Maturity Date and (ii) if such Loan is a Term Loan, the Term Loan Maturity Date; provided that in the case of both clauses (a) and (b) above, the first Interest Payment Date with respect to the Foreign Borrower shall be the first such date to occur not less than six months after the Initial Funding Date.

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     “Interest Period” means, as to each Eurocurrency Loan, the period commencing on the date such Eurocurrency Loan is disbursed or converted to or continued as a Eurocurrency Loan and ending on the date one, two, three or six months thereafter, as selected by the applicable Borrower in its Loan Notice; provided that:

     (a)     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (b)     any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

     (c)     no Interest Period with respect to Revolving Loans shall extend beyond the Revolving Loan Maturity Date; and

     (d)     no Interest Period with respect to Term Loans shall extend beyond the Term Loan Maturity Date.

     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

     “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock of another Person (including, without limitation, in connection with any joint venture permitted hereunder), (b) a loan, advance or capital contribution to, Support Obligation or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

     “Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Property of BioReliance or any Subsidiary.

     “IP Rights” has the meaning provided in Section 6.18.

     “IRS” means the United States Internal Revenue Service.

     “Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E (or such other form satisfactory to the Administrative Agent) executed and delivered in connection with the joinder of any Person as a Credit Party.

     “Knowledge” means the actual knowledge of a Responsible Officer.

     “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

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     “L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

     “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

     “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

     “L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

     “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

     “Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their respective successors and assigns and, as the context requires, includes the L/C Issuer.

     “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

     “Letter of Credit” means (a) each Existing Letter of Credit and (b) any standby letter of credit issued hereunder.

     “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

     “Letter of Credit Expiration Date” means the day that is seven days prior to the Revolving Loan Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

     “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) FIVE MILLION DOLLARS ($5,000,000). The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

     “Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Revolving Loan or Term Loan.

     “Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, the Borrowing of the Domestic Term Loan or the Borrowing of the Foreign Term Loan, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

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     “Mandatory Cost Rate” means, with respect to any period, a rate per annum determined in accordance with Schedule 2.07.

     “Mandatory Cost Reference Lender” mean Bank of America.

     “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of BioReliance or the Consolidated Group taken as a whole; (b) a material impairment of the ability of any Credit Party to perform its obligations under any material Credit Document to which it is a party; or (c) a material adverse effect upon the validity or enforceability against any Credit Party of any material Credit Document to which it is a party.

     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

     “Mortgaged Property” means each real property set forth on Schedule 6.19(a) (other than Excluded Property) and each other real property that is, or pursuant to the terms hereof, becomes, the subject of a Mortgage.

     “Mortgages” means (a) the Glasgow Mortgage and (b) each other mortgage, deed of trust, security deed or like instrument, if any, given by the Credit Parties, as grantors, to the Administrative Agent or the Security Trustee to secure any of the obligations hereunder, and any other such instruments that may be given by any Person pursuant to the terms hereof, as such instruments may be amended and modified from time to time.

     “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which BioReliance or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     “Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any member of the Consolidated Group in connection with any Disposition, Involuntary Disposition, Equity Transaction or Debt Issuance, net of (a) direct costs (including legal, accounting and investment banking fees, sales commissions and underwriting discounts), (b) estimated taxes paid or payable as a result thereof and (c) amounts applied to the repayment of Indebtedness secured by a Lien permitted hereunder on the asset disposed of (other than a Lien pursuant to a Collateral Document). For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents consisting of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable, but only as and when received upon the disposition of any non-cash consideration received by any member of the Consolidated Group in any Disposition, Involuntary Disposition, Equity Transaction or Debt Issuance.

     “Notes” means the Revolving Notes and/or the Term Notes, as appropriate.

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party (including the Foreign Obligations) arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include any Swap Contract between any Credit Party and any Lender or Affiliate of a Lender.

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     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or, with respect to any non-U.S. jurisdiction, equivalent or comparable documents reasonably acceptable to the Administrative Agent); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or, with respect to any non-U.S. jurisdiction, equivalent or comparable documents reasonably acceptable to the Administrative Agent); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity (or, with respect to any non-U.S. jurisdiction, equivalent or comparable documents reasonably acceptable to the Administrative Agent).

     “Other Taxes” has the meaning provided in Section 3.01(b).

     “Outstanding Amount” means (i) with respect to any Loans on any date, the aggregate outstanding principal Dollar Equivalent thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

     “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America located in the applicable interbank market for such currency to major banks in such interbank market.

     “Parallel Debt” has the meaning provided in Section 11.20(b).

     “Participant” has the meaning provided in Section 11.07(d).

     “Participating Member State” means each state so described in any EMU Legislation.

     “PBGC” means the Pension Benefit Guaranty Corporation.

     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by BioReliance or any ERISA Affiliate or to which BioReliance or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

     “Permitted Acquisitions” means any Acquisition (other than the Transaction) by BioReliance or any other Credit Party, provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is in the same or a similar line of business (or a business useful to such line of business) as the Consolidated Group were engaged in on the Closing Date (or any reasonable extensions or expansions

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thereof), (ii) the Administrative Agent shall have received all Joinder Agreements and such other documents required to be delivered by the terms of Section 7.12 and all items in respect of the Capital Stock or Property acquired in such Acquisition required to be delivered by the terms of Section 7.13, (iii) in the case of an Acquisition of the Capital Stock of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iv) BioReliance shall have delivered to the Administrative Agent a compliance certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Consolidated Leverage Ratio is less than 2.2:1.0 as of the most recent fiscal quarter end of BioReliance, (v) no Default or Event of Default shall exist before or after giving effect thereto, (vi) the Credit Parties shall be in compliance with the financial covenants in Section 8.12 hereof after giving effect thereto, (vii) the representations and warranties made by the Credit Parties in any Credit Document shall be true and complete in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (viii) the cash consideration paid by the Credit Parties (A) for any single Acquisition transaction (or series of related Acquisition transactions) (other than the Transaction), shall not exceed $10,000,000 and (B) for all Acquisitions (other than the Transaction) during the term of this Credit Agreement, shall not exceed $15,000,000 in the aggregate and (ix) the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness and any earn-out payments) paid by the Credit Parties (A) for any single Acquisition transaction (or series of related Acquisition transactions) (other than the Transaction), shall not exceed $15,000,000 and (B) for all Acquisitions (other than the Transaction) during the term of this Credit Agreement, shall not exceed $30,000,000 in the aggregate.

     “Permitted Investments” means, at any time, Investments by the Consolidated Group permitted to exist at such time pursuant to the terms of Section 8.02.

     “Permitted Liens” means, at any time, Liens in respect of Property of the Consolidated Group permitted to exist at such time pursuant to the terms of Section 8.01.

     “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by BioReliance or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, by any ERISA Affiliate.

     “Pledge Agreements” means a collective reference to the Domestic Pledge Agreement and the Foreign Pledge Agreements.

     “Pro Forma Balance Sheet” has the meaning provided in Section 5.01(c)(iii).

     “Pro Forma Basis” means, with respect to any of the following transactions, for purposes of determining the applicable pricing level under the definition of “Applicable Rate” and determining compliance with the financial covenants hereunder, that such transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof. Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) in the case of any Disposition, (i) income statement items (whether positive or negative) attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date thereof, and (ii) Indebtedness paid or retired in connection with such Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (b) in the case of any Acquisition (including the Transaction), (i) income statement items (whether positive or negative) attributable to the property, entities or business units that

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are the subject thereof shall be included to the extent relating to any period prior to the date thereof, (ii) Indebtedness incurred in connection with such Acquisition shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder) and (iii) a pro forma adjustment may be made in connection with the Transaction, in anticipation of costs savings to be realized in respect of executive compensation in the amount of $1,200,000 over the course of one year from the date of consummation of the Transaction, to be taken evenly on a quarter-by-quarter basis of $300,000 per quarter.

     “Pro Rata Share” means, as to each Lender at any time:

     (a)     with respect to Revolving Loans, L/C Obligations and participations therein, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Revolving Commitments at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the numerator shall be the Outstanding Amount of the Revolving Loans, L/C Obligations and participations therein of such Lender, and the denominator shall be the Outstanding Amount of the Revolving Loans, L/C Obligations and participations therein of all Lenders;

     (b)     with respect to the Domestic Term Loan, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Outstanding Amount of the Domestic Term Loan held by such Lender at such time and the denominator of which is the Outstanding Amount of the Domestic Term Loan at such time; and

     (c)     with respect to the Foreign Term Loan, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Outstanding Amount of the Foreign Term Loan held by such Lender at such time and the denominator of which is the Outstanding Amount of the Foreign Term Loan at such time.

The initial Pro Rata Share of each Lender with respect to the Aggregate Revolving Commitments, the Domestic Term Loan and the Foreign Term Loan is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     “Property” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Agreement” means (a) the Share Purchase Agreement dated as of the date hereof among Gillian Margaret Lees and others, Margaret Parrot and others and Satron, as vendors, the Foreign Borrower, as purchaser, and BioReliance and (b) the Share Purchase Agreement dated as of the date hereof among Roslyn McLaughlin and others, as vendors, the Foreign Borrower, as purchaser, and BioReliance, in each case as amended and modified from time to time.

     “Q-One” means Q-One Biotech Group, Ltd., a Scottish private limited company.

     “Q-One Financial Statements” has the meaning provided in Section 5.02(e)(ii).

     “Quip Technology” means Quip Technology Limited, a Scottish private limited company.

     “Register” has the meaning provided in Section 11.07(c).

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     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

     “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

     “Required Lenders” means, at any time, Lenders holding in the aggregate more than 50% of (a) the Revolving Commitments and the outstanding Term Loans or (b) if the Revolving Commitments have been terminated, the outstanding Loans, L/C Obligations and participations therein. The Revolving Commitments of, and the outstanding Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

     “Responsible Officer” means the chief executive officer, president, chief financial officer or vice president of finance of a Credit Party. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

     “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of BioReliance or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock.

     “Revaluation Date” means each of the following: (a) each date of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Loan denominated in an Alternative Currency pursuant to Section 2.02 and (c) such additional dates as the Administrative Agent or the Required Lenders shall specify.

     “Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to BioReliance during the Availability Period pursuant to Section 2.01(a) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of the Aggregate Revolving Commitments set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto.

     “Revolving Loan Maturity Date” means September 30, 2006.

     “Revolving Loans” has the meaning provided in Section 2.01(a).

     “Revolving Note” has the meaning provided in Section 2.10.

     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

     “Sale and Leaseback Transaction” means, with respect to BioReliance or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby BioReliance or such Subsidiary shall sell or transfer any Property, real or personal, used or useful in its business, whether now owned or hereafter

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acquired, and thereafter rent or lease such Property or other Property that it intends to use for substantially the same purpose or purposes as the Property being sold or transferred.

     “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

     “Satron” means Satron Management Services (Technology) Limited, a Scottish private limited company.

     “Satron Financial Statements” has the meaning provided in Section 5.02(e)(iii).

     “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

     “Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which BioReliance or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or Affiliate of BioReliance.

     “Security Agreements” means a collective reference to the Domestic Security Agreement and the Foreign Security Agreements.

     “Security Trustee” means Bank of America (a) in its capacity as security trustee under any of the Collateral Documents executed and delivered by any Foreign Credit Party (other than a German Foreign Credit Party), or any successor security trustee and/or (b) in its capacity as security agent with regard to Collateral Documents executed and delivered by any German Credit Party, or any successor security agent.

     “Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the Property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

     “Special Notice Currency” means any Alternative Currency other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

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     “Spot Rate” means, for a currency, the rate quoted by Bank of America as the spot rate for the purchase by Bank of America of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange transaction is to be made.

     “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of BioReliance.

     “Support Obligation” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Support Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

     “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any similar master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations

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provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

     “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on the balance sheet under GAAP.

     “TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative Agent to be a suitable replacement) is operating.

     “Taxes” has the meaning provided in Section 3.01(a).

     “Term Loan Maturity Date” means September 30, 2008.

     “Term Loans” means a collective reference to the Domestic Term Loan and the Foreign Term Loan.

     “Term Notes” means a collective reference to the Domestic Term Notes and the Foreign Term Notes.

     “Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations.

     “Transaction” means the Acquisition by BioReliance of the Capital Stock of Q-One and Satron.

     “Transaction Documents” means the Purchase Agreement and the other documents and agreements delivered in connection therewith (in each case including schedules and exhibits).

     “Type” means, with respect to any Loan, its character as a Base Rate Loan or a Eurocurrency Loan.

     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

     “UK GAAP” means generally accepted accounting principles in the United Kingdom, consistently applied.

     “U.K. Qualifying Lender” means a Lender that is beneficially entitled to interest payable in respect of an advance under a Credit Document and is (a) a Lender (i) that is a bank (as defined for the purpose of section 349 of the United Kingdom Taxes Act 1988) making an advance under a Credit Document or (ii) in respect of an advance made under a Credit Document by a Person that was a bank (as defined for the purpose of section 349 of the United Kingdom Taxes Act 1988) at the time such advance was made, and in either case is subject to United Kingdom corporation tax on any payments of interest made with respect to such advance; (b) a Lender that has delivered a U.K. Tax Confirmation to the Foreign Borrower and is (i) a company resident in the United Kingdom for United Kingdom tax purposes, (ii) a partnership, each member of which is a company resident in the United Kingdom for United Kingdom tax purposes or (iii) a company that carries on a trade in the United Kingdom through a branch or agency and brings into account interest payable in respect of such advance in computing its chargeable

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profits (within the meaning of section 11(2) of the United Kingdom Taxes Act 1988); or (c) a U.K. Treaty Lender.

     “U.K. Taxes” has the meaning provided in Section 11.15(c).

     “U.K. Tax Confirmation” means confirmation by a Lender that the Person beneficially entitled to interest payable to such Lender in respect of an advance under a Credit Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes, (b) a partnership, each member of which is a company resident in the United Kingdom for United Kingdom tax purposes or (c) a company that carries on a trade in the United Kingdom through a branch or agency and the interest payable in respect of such advance is taken into account in computing the chargeable profits of such company for the purposes of section 11(2) of the United Kingdom Taxes Act 1988.

     “U.K. Treaty Lender” means a Lender that (a) is treated as a resident of a U.K. Treaty State and (b) does not carry on a business in the United Kingdom through a permanent establishment with which such Lender’s participation is effectively connected.

     “U.K. Treaty State” means a jurisdiction party to an income tax treaty with the United Kingdom that makes provision for full exemption from tax imposed by the United Kingdom on interest.

     “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

     “United States” and “U.S.” mean the United States of America.

     “Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i).

     “Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

     “Wholly Owned Subsidiary” means any Person 100% of whose Capital Stock is at the time owned by BioReliance directly or indirectly through other Persons 100% of whose Capital Stock is at the time owned, directly or indirectly, by BioReliance (in each case other than directors’ qualifying shares and investments by foreign nationals mandated by applicable law).

     1.02     Other Interpretive Provisions.

     With reference to this Credit Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

     (a)     The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)     (i)     The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof

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     (ii)      Unless otherwise provided or required by context, Article, Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.

     (iii)     The term “including” is by way of example and not limitation.

     (iv)     The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

     (c)     In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

     (d)     Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Credit Document.

     1.03     Accounting Terms.

     (a)       All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of BioReliance for the fiscal year ended December 31, 2002, except as otherwise specifically permitted herein.

     (b)       BioReliance will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either BioReliance or the Required Lenders shall so request, the Administrative Agent, the Lenders and BioReliance shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) BioReliance shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change.

     (c)       Notwithstanding the above or any provision herein to the contrary, determination of (i) the applicable pricing level under the definition of “Applicable Rate” and (ii) compliance with financial covenants shall be made on a Pro Forma Basis if relevant transactions have occurred.

     1.04     Rounding.

     Any financial ratios required to be maintained by BioReliance pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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     1.05     References to Agreements and Laws.

     Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Credit Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Credit Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

     1.06     Times of Day.

     Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

     1.07     Letter of Credit Amounts.

     Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time.

     1.08     Exchange Rates; Currency Equivalents.

     (a)       The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Credit Parties hereunder, calculating financial covenants hereunder and as otherwise provided herein, the applicable amount of any currency for purposes of the Credit Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.

     (b)       Wherever in this Credit Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Loan, or a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Alternative Currency), as determined by the Administrative Agent.

     1.09     Additional Alternative Currencies.

     BioReliance may from time to time request that Revolving Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency otherwise meets the requirements set forth in such definition. Any such request shall be made to the Administrative Agent (which shall promptly notify each Lender holding a Revolving Commitment thereof) not later than 12:00 noon twelve Business Days prior to the date of the desired Credit Extension. Each such Lender shall notify the Administrative Agent, not later than 12:00 noon ten Business Days after receipt of such request whether it consents, in its sole discretion, to making Revolving Loans in such requested currency. Any failure by a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender to make Revolving Loans in

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such requested currency. If all the Lenders holding Revolving Commitments consent to making Revolving Loans in such requested currency, the Administrative Agent shall so notify BioReliance and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder.

     1.10 Redenomination of Certain Alternative Currencies.

     (a)       Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Credit Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

     (b)       Each provision of this Credit Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01     Revolving Loans and Term Loans.

     (a)       Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each such loan, a “Revolving Loan”) to BioReliance in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment, as set forth on Schedule 2.01; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment and (iii) the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, BioReliance may borrow under this Section 2.01(a), prepay under Section 2.04, and reborrow under this Section 2.01(a). Revolving Loans may consist of Base Rate Loans or Eurocurrency Loans, as further provided herein.

     (b)       Term Loans.

     (i)     Domestic Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (the “Domestic Term Loan”) to BioReliance in Dollars on the Initial Funding Date in the principal amount of such Lender’s Domestic Term Loan Commitment, as set forth on Schedule 2.01; provided, however, that after giving effect to the Borrowing of the Domestic Term Loan, the Outstanding Amount of the Domestic Term Loan

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shall not exceed the Aggregate Domestic Term Loan Commitments. Amounts repaid on the Domestic Term Loan may not be reborrowed. The Domestic Term Loan may consist of Base Rate Loans or Eurocurrency Loans, as further provided herein.

     (ii)     Foreign Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a term loan (the “Foreign Term Loan”) to the Foreign Borrower in Dollars on the Initial Funding Date in the principal amount of such Lender’s Foreign Term Loan Commitment, as set forth on Schedule 2.01; provided, however, that after giving effect to the Borrowing of the Foreign Term Loan, the Outstanding Amount of the Foreign Term Loan shall not exceed the Aggregate Foreign Term Loan Commitments. Amounts repaid on the Foreign Term Loan may not be reborrowed. The Foreign Term Loan may consist of Base Rate Loans or Eurocurrency Loans, as further provided herein.

     2.02     Borrowings, Conversions and Continuations of Loans.

     (a)       Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Loans denominated in Dollars or of any conversion of Eurocurrency Loans denominated in Dollars to Base Rate Loans, (ii) three Business Days (or five Business Days in the case of Special Notice Currencies) prior to the requested date of any Borrowing of, conversion to or continuation of, Eurocurrency Loans denominated in Alternative Currencies and (iii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(d) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency and Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Revolving Loan or Domestic Term Loan in a Loan Notice, then such Loan shall be made as a Base Rate Loan. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. If the applicable Borrower fails to give a timely notice requesting a conversion or continuation of a Eurocurrency Loan, then such Eurocurrency Loan shall be converted to a Base Rate Loan on the last day of the Interest Period applicable thereto, provided, however, that in the case of a failure to timely request a continuation of a Loan denominated in an Alternative Currency, such Loan shall be continued as a Eurocurrency Loan in its original currency with an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

     (b)       Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify

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each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in an Alternative Currency, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the Applicable Currency not later than 1:00 p.m. in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.03 (and, if such Borrowing is an initial Credit Extension, Sections 5.01 and 5.02), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings and second, to BioReliance as provided above.

     (c)       Except as otherwise provided herein, a Eurocurrency Loan may be continued or converted only on the last day of the Interest Period for such Eurocurrency Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Loans without the consent of the Required Lenders, and the Required Lenders may demand that (i) any or all of the then-outstanding Eurocurrency Loans denominated in Dollars be converted to Base Rate Loans and (ii) any or all of the then-outstanding Eurocurrency Loans denominated in an Alternative Currency be converted to Dollar-denominated Base Rate Loans, in each case on the last day of the then-current Interest Period with respect thereto.

     (d)       The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify BioReliance and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

     (e)       After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Revolving Loans and five Interest Periods in effect with respect to the Term Loans.

     2.03     Letters of Credit.

     (a)       The Letter of Credit Commitment.

     (i)     Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars or in an Alternative Currency for the account of any member of the Consolidated Group, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in the Letters of Credit; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date

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of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, would exceed such Lender’s Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of BioReliance to obtain Letters of Credit shall be fully revolving, and accordingly BioReliance may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

     (ii)     The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

     (A)     any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that the L/C Issuer in good faith deems material to it;

     (B)     subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless Lenders holding in the aggregate more than 50% of the Aggregate Revolving Commitments have approved such expiry date;

     (C)     the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Lenders holding Revolving Commitments have approved such expiry date;

     (D)     the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or

     (E)     such Letter of Credit is in an initial amount less than $500,000, or is to be denominated in a currency other than Dollars.

     (iii)     The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

     (iv)     The L/C Issuer shall be under no obligation to issue or amend any Letter of Credit if the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Credit Party, on or prior to the Business Day prior to the requested date of issuance or amendment of such Letter of Credit, that one or more applicable conditions contained in Section 5.03 (or in the case of any requested issuance or amendment on or prior to the Initial Funding Date, Section 5.01 or 5.02) shall not then be satisfied.

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     (b)       Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

     (i)     Each Letter of Credit shall be issued or amended, as the case may be, upon the request of BioReliance delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of BioReliance. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.

     (ii)     Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from BioReliance and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of BioReliance or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share with respect to the Aggregate Revolving Commitments times the amount of such Letter of Credit.

     (iii)     If BioReliance so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, BioReliance shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of

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Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or prior to the day that is two Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that more than 50% of the Lenders holding Revolving Commitments have elected not to permit such renewal or (2) from the Administrative Agent, any Lender or BioReliance that one or more of the applicable conditions specified in Section 5.03 is not then satisfied.

     (iv)     Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to BioReliance and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     (c)       Drawings and Reimbursements; Funding of Participations.

     (i)     Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify BioReliance and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), BioReliance shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars. If BioReliance fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each applicable Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, BioReliance shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.03 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     (ii)     Each Lender (including the Lender acting as L/C Issuer) holding a Revolving Commitment shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office for payments in Dollars in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to BioReliance in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

     (iii)     With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.03 cannot be satisfied or for any other reason, BioReliance shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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     (iv)     Until each applicable Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

     (v)     The obligation of each Lender holding a Revolving Commitment to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the L/C Issuer, BioReliance or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each such Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.03 (other than delivery by BioReliance of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of BioReliance to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

     (vi)     If any Lender holding a Revolving Commitment fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

     (d)       Repayment of Participations.

     (i)     At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any applicable Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from BioReliance or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

     (ii)     If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender holding a Revolving Commitment shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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     (e)       Obligations Absolute. The obligation of BioReliance to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Credit Agreement under all circumstances, including the following:

     (i)     any lack of validity or enforceability of such Letter of Credit, this Credit Agreement, any other Credit Document or any other agreement or instrument relating thereto;

     (ii)     the existence of any claim, counterclaim, set-off, defense or other right that BioReliance may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Credit Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

     (iii)     any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

     (iv)     any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

     (v)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, BioReliance.

     BioReliance shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the instructions of BioReliance or other irregularity, BioReliance will immediately notify the L/C Issuer. BioReliance shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

     (f)       Role of L/C Issuer. Each Lender and BioReliance agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the requisite Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. BioReliance hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the pursuit by BioReliance of such rights and remedies as it may have against the beneficiary or transferee at law or under any other

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agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, BioReliance may have a claim against the L/C Issuer, and the L/C Issuer may be liable to BioReliance, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by BioReliance that BioReliance proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason.

     (g)       Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, BioReliance shall immediately Cash Collateralize the then-Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. BioReliance hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders holding Revolving Commitments (or if such Commitments have been terminated, Total Revolving Outstandings), a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, interest-bearing deposit accounts at Bank of America.

     (h)       Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and BioReliance when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

     (i)       Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

     2.04     Prepayments.

     (a)       Voluntary Prepayments of Revolving Loans and Term Loans. The Borrowers may, upon notice from the applicable Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Loans denominated in Dollars, (B) three Business Days (or five Business Days in the case of Eurocurrency Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurocurrency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal

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amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (iv) any prepayment of the Term Loans shall be applied pro rata to the Domestic Term Loan and the Foreign Term Loan (and the amount of any such prepayment to the Domestic Term Loan shall be made by BioReliance), in each case to the remaining principal amortization payments of such Term Loan in inverse order of maturity. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by either Borrower, such Borrower (or Borrowers, as applicable) shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares of such Loans.

     (b)       Mandatory Prepayments of Loans.

     (i)     Revolving Commitments.

     (A)     If for any reason (including exchange rate fluctuations) the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, BioReliance shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that BioReliance shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b)(i) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

     (B)     If for any reason (including exchange rate fluctuations) the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit, BioReliance shall immediately prepay such Loans in an aggregate amount equal to such excess.

     (ii)     Dispositions and Involuntary Dispositions. BioReliance shall prepay the Revolving Loans and the Domestic Term Loan and Cash Collateralize the L/C Obligations, and the Foreign Borrower shall prepay the Foreign Term Loan, in each case as hereafter provided, in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions (other than intercompany transfers permitted under Section 8.05) and Involuntary Dispositions to the extent such Net Cash Proceeds exceed $200,000 in the aggregate in any fiscal year and are not reinvested (or subject to a binding agreement for such reinvestment) in the same or similar Property within 180 days of the date of such Disposition. Such prepayment shall be due immediately upon the expiration of such 180-day period.

     (iii)     Excess Cash Flow. Within ninety days after the end of each fiscal year, BioReliance shall prepay the Revolving Loans and the Domestic Term Loan and Cash Collateralize the L/C Obligations, and the Foreign Borrower shall prepay the Foreign Term Loan, in each case as hereafter provided, in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year.

     (iv)     Debt Issuances. Immediately upon receipt by the Borrowers or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, BioReliance shall prepay the Revolving Loans and

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the Domestic Term Loan and Cash Collateralize the L/C Obligations, and the Foreign Borrower shall prepay the Foreign Term Loan, in each case as hereafter provided, in an aggregate amount equal to 100% of such Net Cash Proceeds.

     (v)     Equity Transactions. Immediately upon the receipt by the Borrowers or any Subsidiary of the Net Cash Proceeds of any Equity Transaction, BioReliance shall prepay the Revolving Loans and the Domestic Term Loan and Cash Collateralize the L/C Obligations, and the Foreign Borrower shall prepay the Foreign Term Loan, in each case as hereafter provided, in an aggregate amount equal to 50% of such Net Cash Proceeds.

     (c)       Application of Mandatory Prepayments. All amounts required to be paid pursuant to Section 2.04(b) shall be applied as follows:

     (i)     with respect to all amounts to be prepaid by BioReliance pursuant to Section 2.04(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations;

     (ii)     with respect to all amounts to be prepaid by BioReliance pursuant to Section 2.04(b)(i)(B), to Revolving Loans denominated in Alternative Currencies; and

     (iii)     with respect to all amounts to be prepaid pursuant to Section 2.04(b)(ii), (iii), (iv), and (v), first, pro rata to the Term Loans (in each case to the remaining principal amortization payments in inverse order of maturity) and then, after repayment in full of the Term Loans, to Total Revolving Outstandings (first to the Revolving Loans and then to Cash Collateralize L/C Obligations); provided (A) the portion of such prepayment to be applied to the Revolving Loans, the Domestic Term Loan and Cash Collateralization of the L/C Obligations shall be prepaid by BioReliance, and the portion of such prepayment to be applied to the Foreign Term Loan shall be prepaid by the Foreign Borrower and (B) any prepayments required to be made to a Loan pursuant to Section 2.04(b)(ii), (iii), (iv), and (v) shall be made at the end of the Interest Period with respect to such Loan during which such prepayment becomes due.

     Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Loans in direct order of Interest Period maturities. All prepayments under this Section 2.04(c) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

     2.05     Termination or Reduction of Commitments.

     (a)       Optional Reductions. BioReliance may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Total Revolving Outstandings; provided in each case that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any

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termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

     (b)       Mandatory Reductions. Unless the Initial Funding Date shall have occurred on or prior to October 3, 2003, the Revolving Commitment, the Domestic Term Loan Commitment and the Foreign Term Loan Commitment of each Lender shall automatically terminate on such date.

     2.06     Repayment of Loans.

     (a)       Revolving Loans. The Borrowers shall repay to the Lenders on the Revolving Loan Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

     (b)       Term Loans.

     (i)     BioReliance shall repay the outstanding principal amount of the Domestic Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.04), unless accelerated sooner pursuant to Section 9.02:

	Principal Amortization			Principal Amortization
Payment Dates	Payment		Payment Dates	Payment
December 31, 2003	$	1,750,000.00	June 30, 2006	$	1,750,000.00
March 31, 2004	$	1,750,000.00	September 30, 2006	$	1,750,000.00
June 30, 2004	$	1,750,000.00	December 31, 2006	$	1,750,000.00
September 30, 2004	$	1,750,000.00	March 31, 2007	$	1,750,000.00
December 31, 2004	$	1,750,000.00	June 30, 2007	$	1,750,000.00
March 31, 2005	$	1,750,000.00	September 30, 2007	$	1,750,000.00
June 30, 2005	$	1,750,000.00	December 31, 2007	$	1,750,000.00
September 30, 2005	$	1,750,000.00	March 31, 2008	$	1,750,000.00
December 31, 2005	$	1,750,000.00	June 30, 2008	$	1,750,000.00
March 31, 2006	$	1,750,000.00	Term Loan Maturity Date	Outstanding Amount of the Domestic Term Loan

     (ii)     The Foreign Borrower shall repay the outstanding principal amount of the Foreign Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.04), unless accelerated sooner pursuant to Section 9.02:

	Principal Amortization			Principal Amortization
Payment Dates	Payment		Payment Dates	Payment
December 31, 2003	$	500,000.00	June 30, 2006	$	500,000.00
March 31, 2004	$	500,000.00	September 30, 2006	$	500,000.00
June 30, 2004	$	500,000.00	December 31, 2006	$	500,000.00
September 30, 2004	$	500,000.00	March 31, 2007	$	500,000.00
December 31, 2004	$	500,000.00	June 30, 2007	$	500,000.00
March 31, 2005	$	500,000.00	September 30, 2007	$	500,000.00
June 30, 2005	$	500,000.00	December 31, 2007	$	500,000.00
September 30, 2005	$	500,000.00	March 31, 2008	$	500,000.00
December 31, 2005	$	500,000.00	June 30, 2008	$	500,000.00
March 31, 2006	$	500,000.00	Term Loan Maturity Date	Outstanding Amount of the Foreign Term Loan

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     2.07     Interest.

     (a)       Subject to the provisions of subsection (b) below, (i) each Eurocurrency Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurocurrency Rate for such Interest Period plus (B) the Applicable Rate plus (C) for any Interest Period with respect to any Eurocurrency Loan advanced by a Lender required to comply with the relevant requirements of the Bank of England and the Financial Services Authority of the United Kingdom, the Mandatory Cost Rate for such Interest Period; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

     (b)       Upon the occurrence and during the continuation of an Event of Default, the Borrowers shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (c)       Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

     2.08     Fees.

     (a)       Commitment Fees.

     (i)     BioReliance shall pay to the Administrative Agent for the account of each Lender holding a Revolving Commitment, in accordance with its Pro Rata Share, a commitment fee equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (1) the Outstanding Amount of Revolving Loans plus (2) the Outstanding Amount of L/C Obligations. Such commitment fee shall accrue at all times from the Closing Date through the Revolving Loan Maturity Date, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Loan Maturity Date. Such commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

     (ii)     BioReliance shall pay to the Administrative Agent for the account of each Lender holding a Domestic Term Loan Commitment, in accordance with its Pro Rata Share, a commitment fee equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Term Loan Commitments exceed the Outstanding Amount of the Domestic Term Loan. Such commitment fee shall accrue at all times from the Closing Date through the Initial Funding Date, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable in arrears on the earlier of (1) the Initial Funding Date and (2) the date of termination of the Domestic Term Loan Commitments.

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     (iii)     The Foreign Borrower shall pay to the Administrative Agent for the account of each Lender holding a Foreign Term Loan Commitment, in accordance with its Pro Rata Share, a commitment fee equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Foreign Term Loan Commitments exceed the Outstanding Amount of the Foreign Term Loan. Such commitment fee shall accrue at all times from the Closing Date through the Initial Funding Date, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable in arrears on the earlier of (1) the Initial Funding Date and (2) the date of termination of the Foreign Term Loan Commitments.

     (b)       Letter of Credit Fees. BioReliance shall pay to the Administrative Agent for the account of each Lender holding Revolving Commitments (or if such Commitments have been terminated, Total Revolving Outstandings) in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit (provided that such maximum amount shall reflect any permanent reductions, but not any temporary reductions, then in effect under such Letter of Credit). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

     (c)       Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. BioReliance shall pay directly to the L/C Issuer for its own account a fronting fee in an amount equal to 1/8 of 1% per annum on the daily maximum amount available to be drawn under each Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit), due and payable quarterly in arrears on the Business Day immediately following the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date. In addition, BioReliance shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

     (d)       Fee Letter. The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

     2.09     Computation of Interest and Fees.

     All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day.

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     2.10     Evidence of Debt.

     (a)       The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall (i) in the case of Revolving Loans (a “Revolving Note”), be in the form of Exhibit B-1 and (ii) in the case of the Domestic Term Loan (a “Domestic Term Note”) and the Foreign Term Loan (a “Foreign Term Note”), be in the form of Exhibit B-2. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

     (b)       In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

     2.11     Payments Generally.

     (a)       All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal of and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

     (b)       Subject to the definition of “Interest Period,” if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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     (c)       If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

     (d)       Unless any Borrower or Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

     (i)     if either Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

     (ii)     if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and the applicable Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights that the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.

     (e)       If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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     (f)       The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

     (g)       Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

     2.12     Sharing of Payments.

     If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, with each of them according to their Pro Rata Share; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Subject to Section 11.07, the Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Credit Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01     Taxes.

     (a)       Any and all payments by any Credit Party to or for the account of the Administrative Agent or any Lender under any Credit Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, and franchise taxes

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imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Credit Party shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Credit Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions, (iii) such Credit Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty days after the date of such payment, such Credit Party shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

     (b)       In addition, each Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies that arise from any payment made by such Borrower under any Credit Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Credit Document (hereinafter referred to as “Other Taxes”).

     (c)       If a Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable by such Borrower under any Credit Document to the Administrative Agent or any Lender, such Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, such additional amount that the Administrative Agent or such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Lender would have received if such Taxes or Other Taxes had not been imposed.

     (d)       Subject to Section 11.15, each Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses, but excluding any such liability to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnity therefor) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within thirty days after the date the Lender or the Administrative Agent makes a demand therefor accompanied by evidence of such amounts paid or payable.

     3.02     Illegality.

     If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Loans in the Applicable Currency, or to determine or charge interest rates based upon the Eurocurrency Rate for the Applicable Currency, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any Applicable Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans in the Applicable Currency or to convert Base Rate Loans to Eurocurrency Loans in the Applicable Currency shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that

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the circumstances giving rise to such determination no longer exist. The Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, and such Eurocurrency Loans are denominated in Dollars, convert all Eurocurrency Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

     3.03     Inability to Determine Rates.

     (a)       If the Administrative Agent or the Required Lenders determine, for any reason, in connection with any request for a Eurocurrency Loan or a conversion to or continuation thereof that (i) deposits in the Applicable Currency are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Loan, (ii) adequate and reasonable means do not exist for determining the Eurocurrency Base Rate for such Eurocurrency Loan, or (iii) the Eurocurrency Rate for such Eurocurrency Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurocurrency Loan, the Administrative Agent will promptly notify the Borrowers and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Loans in the Applicable Currency shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

     (b)       If the Mandatory Cost Reference Lender’s Commitment shall terminate (otherwise than on termination of the Aggregate Revolving Commitments), or for any reason whatsoever the Mandatory Cost Reference Lender shall cease to be a Lender hereunder, the Mandatory Cost Reference Lender shall thereupon cease to be the Mandatory Cost Reference Lender, and, when necessary, the Mandatory Cost Rate shall be determined on the basis of the rates as determined by the Administrative Agent in accordance with Schedule 2.07.

     3.04     Increased Cost and Reduced Return; Capital Adequacy.

     (a)       If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurocurrency Loans, in the determination of the Eurocurrency Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

     (b)       If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office)

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therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

     3.05     Funding Losses.

     Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

     (a)     any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

     (b)     any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers; or

     (c)     any failure by the Borrowers to make payment of any Loan denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;

including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained, but excluding any loss of anticipated profits. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

     For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Loan was in fact so funded.

     3.06     Matters Applicable to all Requests for Compensation.

     (a)       A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

     (b)       The Borrowers shall not be required to reimburse any Lender for any costs or expenses pursuant to Article III unless such Lender notifies the Borrowers of such costs or expenses within 180 days following the date on which such costs or expenses are paid by the Lender.

     3.07     Survival.

     All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments and repayment of all other Obligations hereunder.

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ARTICLE IV

GUARANTY

     4.01     The Guaranty.

     (a)       Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with a Credit Party, the Administrative Agent and the Security Trustee as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever (other than as otherwise expressly required pursuant to the Credit Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

     (b)       Each of the Foreign Guarantors hereby jointly and severally guarantees to each Lender, the Administrative Agent and the Security Trustee as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever (other than as otherwise expressly required pursuant to the Credit Documents), and that in the case of any extension of time of payment or renewal of any of such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

     (c)       BioReliance hereby guarantees to each Lender, the Administrative Agent and the Security Trustee as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. BioReliance hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), BioReliance will promptly pay the same, without any demand or notice whatsoever (other than as otherwise expressly required pursuant to the Credit Documents), and that in the case of any extension of time of payment or renewal of any of such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

     (d)       Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents or Swap Contracts, the obligations of each Guarantor (in its capacity as such) under this Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law.

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     4.02     Obligations Unconditional.

     (a)       The obligations of the Domestic Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

     (b)       The obligations of the Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Foreign Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each of the Foreign Guarantors agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

     (c)       The obligations of BioReliance under Section 4.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of BioReliance hereunder shall be absolute and unconditional under any and all circumstances. BioReliance agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated.

     (d)       Without limiting the generality of the foregoing subsections (a), (b) and (c), it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

     (i)     at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

     (ii)     any of the acts mentioned in any of the provisions of any of the Credit Documents, any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Credit Documents or such Swap Contracts shall be done or omitted;

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     (iii)     the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Credit Documents or such Swap Contracts shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;

     (iv)     any Lien granted to, or in favor of, the Administrative Agent, the Security Trustee or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or

     (v)     any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).

     (e)       With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices (other than as otherwise expressly required pursuant to the Credit Documents) whatsoever, and any requirement that the Administrative Agent, the Security Trustee or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents, any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Credit Documents or such Swap Contracts, or against any other Person under any other guarantee of, or security for, any of the Obligations.

     4.03     Reinstatement.

     (a)       The obligations of each Domestic Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Domestic Guarantor agrees that it will indemnify the Administrative Agent, the Security Trustee and each Lender on demand for all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent, the Security Trustee or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar Law.

     (b)       The obligations of each Foreign Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Foreign Obligations is rescinded or must be otherwise restored by any holder of any of the Foreign Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each of the Foreign Guarantors agrees that it will indemnify the Administrative Agent, the Security Trustee and each Lender on demand for all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent, the Security Trustee or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar Law.

     (c)       The obligations of BioReliance under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Foreign Obligations is rescinded or must be otherwise restored by any holder of any of the Foreign Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and BioReliance agrees that it will indemnify the Administrative Agent, the Security Trustee and each Lender on demand for all

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reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent, the Security Trustee or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar Law.

     4.04     Certain Additional Waivers.

     Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

     4.05     Remedies.

     (a)       The Domestic Guarantors agree that, to the fullest extent permitted by Law, as between the Domestic Guarantors, on the one hand, and the Administrative Agent, the Security Trustee and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Domestic Guarantors for purposes of Section 4.01. The Domestic Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

     (b)       Each of the Foreign Guarantors agrees that, to the fullest extent permitted by Law, as between the Foreign Guarantors, on the one hand, and the Administrative Agent, the Security Trustee and the Lenders, on the other hand, the Foreign Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Foreign Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Foreign Obligations being deemed to have become automatically due and payable), the Foreign Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Foreign Guarantors for purposes of Section 4.01. Each of the Foreign Guarantors acknowledges and agrees that its obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

     (c)       BioReliance agrees that, to the fullest extent permitted by Law, as between BioReliance, on the one hand, and the Administrative Agent, the Security Trustee and the Lenders, on the other hand, the Foreign Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Foreign Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Foreign Obligations being deemed to have become automatically due and payable), the Foreign Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by BioReliance for purposes of Section 4.01. BioReliance acknowledges and agrees that its obligations hereunder are secured in accordance with the

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terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.

     4.06     Rights of Contribution.

     (a)       The Domestic Guarantors hereby agree as among themselves that, if any Domestic Guarantor shall make a Domestic Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Domestic Guarantor in an amount equal to such other Guarantor’s Domestic Contribution Share (as defined below) of such Domestic Excess Payment. The payment obligations of any Domestic Guarantor under this Section 4.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid in full and the Commitments have expired or terminated, and none of the Domestic Guarantors shall exercise any right or remedy under this Section 4.06 against any other Credit Party until such Obligations have been paid in full and the Commitments have expired or terminated. For purposes of this Section 4.06, (a) “Domestic Excess Payment” shall mean the amount paid by any Domestic Guarantor in excess of its Domestic Ratable Share of any Domestic Guaranteed Obligations; (b) “Domestic Ratable Share” shall mean, for any Domestic Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Domestic Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties that are obligated for such Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties hereunder) of such Credit Parties; provided, however, that, for purposes of calculating the Domestic Ratable Shares of the Domestic Guarantors in respect of any payment of Obligations, any Domestic Guarantor that became a Domestic Guarantor subsequent to the date of any such payment shall be deemed to have been a Domestic Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Domestic Guarantor shall be utilized for such Guarantor in connection with such payment; (c) “Domestic Contribution Share” shall mean, for any Domestic Guarantor in respect of any Domestic Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Domestic Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Credit Parties that are obligated for such Obligations (other than the maker of such Domestic Excess Payment) exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties) of such Credit Parties (other than the maker of such Domestic Excess Payment); provided, however, that, for purposes of calculating the Domestic Contribution Shares of the Domestic Guarantors in respect of any Domestic Excess Payment, any Domestic Guarantor that became a Domestic Guarantor subsequent to the date of any such Domestic Excess Payment shall be deemed to have been a Domestic Guarantor on the date of such Domestic Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Domestic Guarantor shall be utilized for such Guarantor in connection with such Domestic Excess Payment; and (d) “Domestic Guaranteed Obligations” shall mean the Obligations guaranteed by the Domestic Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Domestic Guarantor may have under Law against any other Credit Party in respect of any payment of Domestic Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Domestic Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations in accordance with Section 10.11.

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     (b)       Each of the Foreign Guarantors hereby agrees as among themselves that, if any Foreign Guarantor shall make a Foreign Excess Payment (as defined below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Foreign Contribution Share (as defined below) of such Foreign Excess Payment. The payment obligations of any Foreign Guarantor under this Section 4.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid in full and the Commitments have expired or terminated, and none of the Foreign Guarantors shall exercise any right or remedy under this Section 4.06 gainst any other Credit Party until such Obligations have been paid in full and the Commitments have expired or terminated. For purposes of this Section 4.06, (a) “Foreign Excess Payment” shall mean the amount paid by any of the Foreign Guarantors in excess of its Foreign Ratable Share of any Foreign Guaranteed Obligations; (b) “Foreign Ratable Share” shall mean, for any of the Foreign Guarantors in respect of any payment of Foreign Obligations, the ratio (expressed as a percentage) as of the date of such payment of Foreign Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor (in its capacity as such) hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties that are obligated for such Foreign Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties hereunder) of such Credit Parties; provided, however, that, for purposes of calculating the Foreign Ratable Shares of the Foreign Guarantors in respect of any payment of Foreign Obligations, any Foreign Guarantor that became a Foreign Guarantor subsequent to the date of any such payment shall be deemed to have been a Foreign Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Foreign Guarantor shall be utilized for such Guarantor in connection with such payment; (c) “Foreign Contribution Share” shall mean, for any of the Foreign Guarantors in respect of any Foreign Excess Payment made by any other of the Foreign Guarantors, the ratio (expressed as a percentage) as of the date of such Foreign Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor (in its capacity as such) hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Credit Parties that are obligated for such Obligations (other than the maker of such Foreign Excess Payment) exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties) of such Credit Parties (other than the maker of such Foreign Excess Payment); provided, however, that, for purposes of calculating the Foreign Contribution Shares of the Foreign Guarantors in respect of any Foreign Excess Payment, any Foreign Guarantor that became a Foreign Guarantor subsequent to the date of any such Foreign Excess Payment shall be deemed to have been a Foreign Guarantor on the date of such Foreign Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Foreign Guarantor shall be utilized for such Guarantor in connection with such Foreign Excess Payment; and (d) “Foreign Guaranteed Obligations” shall mean the Foreign Obligations guaranteed by the Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any of the Foreign Guarantors may have under Law against any other Credit Party in respect of any payment of Foreign Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any of the Foreign Guarantors shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations in accordance with Section 10.11.

     (c)       BioReliance hereby agrees that, if it shall make a Foreign Excess Payment (as defined below), it shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Foreign Contribution Share (as defined below) of such Foreign Excess Payment. The payment obligations of BioReliance under this Section 4.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid in full and the Commitments have expired or

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terminated, and BioReliance shall not exercise any right or remedy under this Section 4.06 against any other Credit Party until such Obligations have been paid in full and the Commitments have expired or terminated. For purposes of this Section 4.06, (a) “Foreign Excess Payment” shall mean the amount paid by BioReliance in excess of its Foreign Ratable Share of any Foreign Guaranteed Obligations; (b) “Foreign Ratable Share” shall mean, for BioReliance in respect of any payment of Foreign Obligations, the ratio (expressed as a percentage) as of the date of such payment of Foreign Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of BioReliance (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of BioReliance (in its capacity as a Guarantor of the Foreign Obligations) hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Credit Parties that are obligated for such Foreign Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties hereunder) of such Credit Parties; (c) “Foreign Contribution Share” shall mean, for BioReliance in respect of any Foreign Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Foreign Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of BioReliance (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of BioReliance (in its capacity as a Guarantor of the Foreign Obligations) hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Credit Parties that are obligated for such Obligations (other than the maker of such Foreign Excess Payment) exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Credit Parties) of such Credit Parties (other than the maker of such Foreign Excess Payment); and (d) “Foreign Guaranteed Obligations” shall mean the Foreign Obligations guaranteed by the Guarantors pursuant to this Article IV. This Section 4.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that BioReliance may have under Law against any other Credit Party in respect of any payment of Foreign Guaranteed Obligations.

     4.07     Guarantee of Payment; Continuing Guarantee.

     (a)       The guarantee given by the Domestic Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

     (b)       The guarantee given by the Foreign Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Foreign Obligations whenever arising.

     (c)       The guarantee given by BioReliance in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Foreign Obligations whenever arising.

     4.08     Limitation on Guaranties of German Credit Parties.

     To the extent that any Guaranty under this Article IV is granted by a Guarantor incorporated in Germany as a limited liability company (GmbH) (each a “German Guarantor”) and secures Indebtedness other than the Indebtedness of such German Guarantor or its subsidiaries (each, a “German Guaranty”):

     (a)     The right to enforce the German Guaranty shall be limited to the amount of such German Guarantor’s net assets(Nettovermögen), i.e., its total assets less its liabilities (including liability reserves (Rückstellungen)) (the “Net Assets”) less the amount of its stated share capital (Stammkapital).

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     (b)     The value of the Net Assets shall be determined in accordance with the principles for ordinary bookkeeping and the preparation of balance sheets as consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. § 42 GmbH-Act, §§ 242, 264 HGB) in prior years, save that any amounts due and payable under such German Guaranty corresponding to funds that have been borrowed under the Credit Agreement and have been on-lent to such German Guarantor, shall be disregarded to the extent that any such amount is still outstanding.

     (c)     Upon enforcement of such German Guaranty against any German Guarantor, the Security Trustee shall issue a payment request to such German Guarantor stating the amount that the Security Trustee demands from such German Guarantor under such German Guaranty (the “Payment Request”).

     (d)     Within a period of twenty days after receipt of a Payment Request (the “Period”) such German Guarantor may issue to the Security Trustee a notification that the amount stated in such Payment Request exceeds the amount that the Security Trustee may enforce pursuant to Section 4.08(a) (the “Notification”). Upon receipt of the Notification, the Security Trustee shall interrupt any enforcement measures against such German Guarantor.

     (e)     If any German Guarantor has issued a Notification to the Security Trustee, such German Guarantor shall, within the Period, (i) submit to the Security Trustee a balance sheet prepared pursuant to the principles set forth in Section 4.08(b) setting forth the value of the Net Assets and (ii) if the value of the Net Assets is greater than the stated share capital (Stammkapital), pay to the Security Trustee an amount equal to the Net Assets (as set forth in the balance sheet) less the stated share capital (Stammkapital) of such German Guarantor.

     (f)     If such balance sheet has not been made available within the Period, or in case of the opening of insolvency proceedings in relation to such German Guarantor, the Security Trustee (i) may enforce such German Guaranty without any limit and (ii) shall repay the proceeds arising from such enforcement to such German Guarantor to the extent such German Guarantor is able to demonstrate (by submitting a balance sheet as described in Section 4.08(e)) (A) that the enforcement of such German Guaranty had the effect of reducing the value of such German Guarantor’s Net Assets to an amount less than its stated share capital (Stammkapital) or (B) if at the time of the enforcement action the Net Assets already had a value lower than such German Guarantor’s stated share capital (Stammkapital), that the enforcement of such German Guaranty had the effect of reducing the value of such German Guarantor’s Net Assets even further.

     (g)     In case only a limited enforcement of such German Guaranty is possible, such German Guarantor shall realize any and all of its assets that are shown in its balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if such assets are not necessary for such German Guarantor’s business (nicht betriebsnotwendig).

     (h)     In respect of each German Guarantor, each Credit Party agrees that it will not, without the prior consent of the Security Trustee (such consent not to be unreasonably withheld or delayed), increase the stated share capital (Stammkapital) of such German Guarantor by way of a capital increase (Kapitalerhöhung) or grant any shareholder loans to such German Guarantor, but shall pay any such funds into the capital reserves (Kapitalrücklage, § 266 paragraph 3 A.II.HGB) of such German Guarantor.

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ARTICLE V

CONDITIONS PRECEDENT

     5.01     Conditions Precedent to Closing.

     The effectiveness of this Credit Agreement as of the Closing Date is subject to satisfaction of the following conditions precedent, each in form and substance reasonably acceptable to the Administrative Agent and the Lenders:

     (a)     Credit Agreement. Receipt by the Administrative Agent of counterparts of this Credit Agreement (excluding the Schedules set forth in Section 5.02(p)) duly executed (i) by a Responsible Officer of BioReliance, the Foreign Borrower and each of the Guarantors identified on the signature pages hereof, (ii) by the L/C Issuer and (iii) by each Lender.

     (b)     No Material Adverse Change. Since December 31, 2002, there shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of (i) the Consolidated Group taken as a whole or (ii) the Foreign Credit Parties taken as a whole.

     (c)     Litigation. There shall not exist any action, suit, investigation or proceeding pending or threatened in writing in any court or before an arbitrator or Governmental Authority that would reasonably be expected (i) to have a Material Adverse Effect, (ii) to materially and adversely affect the Foreign Borrower and its Subsidiaries taken as a whole or (iii) to materially and adversely affect the Transaction, the Credit Documents or any of the transactions (including performance of the obligations) contemplated thereunder.

     (d)     Consents. All governmental, shareholder and third party consents and approvals necessary or desirable in any material respect in connection with the execution and delivery of the Credit Agreement shall have been obtained; all such consents and approvals shall be in force and effect; and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse condition on the execution and delivery of the Credit Agreement, or that would be reasonably likely to materially threaten the foregoing, and no Law or regulation shall be applicable that would be reasonably likely to result in a Material Adverse Effect.

     (e)     Judgments. There shall not exist any order, decree, judgment, ruling or injunction that restrains the consummation of (i) the Transaction in the manner contemplated by the Transaction Documents, (ii) any of the Credit Documents or (iii) the transactions (including performance of the obligations) contemplated hereunder.

     (f)     Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of BioReliance certifying that the conditions specified in Sections 5.01(b), (c), (d) and (e) have been satisfied.

     (g)     Fees. Receipt by the Administrative Agent of any fees required to be paid on or prior to the Closing Date.

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     5.02     Conditions Precedent to the Initial Credit Extensions.

     The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent, in each case in form and substance reasonably acceptable to the Administrative Agent and the Lenders:

     (a)     Joinder Agreements. Receipt by the Administrative Agent of duly executed counterparts of the Joinder Agreements of (i) BUKH joining such Person as a Domestic Guarantor, (ii) BUKS joining such Person as a Foreign Guarantor, (iii) Q-One, Satron, and each other Subsidiary of the Foreign Borrower (other than Quip Technology) joining each such Person as a Foreign Guarantor and (iv) Q-One Biotech, Inc., joining such Person as a Domestic Guarantor.

     (b)     Other Credit Documents. Receipt by the Administrative Agent of a duly executed counterparts of each of the Notes, the Domestic Security Agreement, each Foreign Security Agreement, the Domestic Pledge Agreement, each Foreign Pledge Agreement, the Glasgow Mortgage, and each other document required to be delivered as of the Initial Funding Date in connection with any of the foregoing (provided each such document or agreement governed by Scottish law shall be an executed original rather than executed original counterparts).

     (c)     Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of counsel to BioReliance and the Domestic Guarantors, and of counsel to the Foreign Borrower and the Foreign Guarantors, and, with respect to enforceability of the Credit Documents against the Foreign Credit Parties, of foreign counsel to the Administrative Agent, in each case addressed to the Administrative Agent and each Lender, dated as of the Initial Funding Date, and in form and substance reasonably satisfactory to the Administrative Agent.

     (d)     Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

     (i)     copies of the Organization Documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Credit Party to be true and complete as of the Closing Date;

     (ii)     such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Credit Agreement and the other Credit Documents to which such Credit Party is a party; and

     (iii)     such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing (if applicable) and qualified to engage in business in its state of organization or formation, the state of its principal place of business and each other jurisdiction where its ownership, lease or operation of properties or the conduct of

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its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

     (e)     Financial Statements. The Administrative Agent shall have received:

     (i)     consolidated and consolidating financial statements of the Consolidated Group for the fiscal years ended December 31, 2000, 2001 and 2002, including balance sheets and income and cash flow statements, prepared in conformity with GAAP and in the case of the consolidated financial statements audited by independent public accountants of recognized national standing (the “BioReliance Financial Statements”);

     (ii)     consolidated and consolidating financial statements of Q-One and its Subsidiaries for the fiscal years ended March 31, 2001, 2002 and 2003, including balance sheets and income and cash flow statements, prepared in conformity with UK GAAP and in the case of the consolidated financial statements audited by independent public accountants of recognized standing reasonably acceptable to the Administrative Agent (the “Q-One Financial Statements”);

     (iii)     financial statements of Satron for the fiscal years ended September 30, 2001 and 2002, including balance sheets, prepared in conformity with UK GAAP (the “Satron Financial Statements”);

     (iv)     a pro forma balance sheet of the Consolidated Group after giving effect to the Transaction, reflecting estimated purchase price accounting adjustments and such other information relating to the Transaction as the Administrative Agent may request, including a GAAP conversion into pro forma financials (the “Pro Forma Balance Sheet”).

     (f)     No Material Adverse Change. There shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects, (i) since December 31, 2002, of the Consolidated Group (other than Q-One, Satron and their respective Subsidiaries) taken as a whole or of the Foreign Borrower and its Subsidiaries (other than Q-One, Satron and their respective Subsidiaries) taken as a whole, and (ii) since March 31, 2003, of the Consolidated Group (including Q-One, Satron and their respective Subsidiaries) taken as a whole or the Foreign Borrower and its Subsidiaries (including Q-One, Satron and their respective Subsidiaries) taken as a whole.

     (g)     Litigation. There shall not exist any action, suit, investigation or proceeding pending or threatened in writing in any court or before an arbitrator or Governmental Authority that would reasonably be expected (i) to have a Material Adverse Effect, (ii) to materially and adversely affect the Foreign Borrower and its Subsidiaries taken as a whole or (iii) to materially and adversely affect the Transaction, the Credit Documents or any of the transactions (including performance of the obligations) contemplated thereunder.

     (h)     Consummation of Transaction. The Administrative Agent shall have received evidence that all conditions precedent to consummation of the Transaction (other than the initial funding under this Credit Agreement) shall have been satisfied in compliance with applicable Law and regulatory approvals and pursuant to the Transaction Documents.

     (i)     Transaction Documents. The Administrative Agent shall have received true and complete certified copies of the Purchase Agreement and the other material Transaction

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Documents, together with all amendments, modifications, supplements and waivers, and such other information relating to the Transaction as the Administrative Agent may reasonably request.

     (j)     Consents. All governmental, shareholder and third party consents and approvals necessary or desirable in any material respect in connection with the Transaction, the Credit Documents and the transactions contemplated hereunder shall have been obtained; all such consents and approvals shall be in force and effect; and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse condition on the Transaction, the Credit Documents and the transactions contemplated hereunder, or that would be reasonably likely to materially threaten any of the foregoing, and no Law or regulation shall be applicable that would be reasonably likely to result in a Material Adverse Effect.

     (k)     Judgments. There shall not exist any order, decree, judgment, ruling or injunction that restrains the consummation of (i) the Transaction in the manner contemplated by the Transaction Documents, (ii) any of the Credit Documents or (iii) the transactions (including performance of the obligations) contemplated hereunder.

     (l)     Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:

     (i)     appropriate lien searches with respect to each Credit Party, copies of such search results and evidence that no Liens exist other than Permitted Liens;

     (ii)     searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices;

     (iii)     UCC financing statements for each jurisdiction as is necessary or appropriate, in the Administrative Agent’s reasonable discretion, to perfect the security interests in the Collateral;

     (iv)     all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent or the Security Trustee pursuant to the Domestic Pledge Agreement or any Foreign Pledge Agreement required to be delivered on the Initial Funding Date, together with duly executed in blank, undated stock powers attached thereto (unless such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of incorporation of such Person);

     (v)     with respect to the Foreign Borrower, a certified copy of the register of shareholders for such Person (A) evidencing that the Security Trustee has been registered as holder of the issued share capital of such Person as required under Section 7.13 pursuant to the applicable Foreign Pledge Agreement and (B) identifying the registered holders of all of the issued share capital of such Person immediately prior to such registry of the Security Trustee;

     (vi)     with respect to each Foreign Security Agreement executed by the Foreign Borrower, a Form 410 duly completed and executed in respect thereof; and

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     (vii)     duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Credit Parties.

     (m)     Evidence of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Consolidated Group (other than the Foreign Credit Parties and their Subsidiaries) evidencing liability, flood hazard and casualty insurance meeting the requirements set forth in the Credit Documents, including naming the Administrative Agent as additional insured (in the case of liability insurance) or loss payee (in the case of flood hazard and casualty insurance) on behalf of the Lenders.

     (n)     Termination of Existing Indebtedness and Liens. Receipt by the Administrative Agent of evidence that (i) the existing Indebtedness pursuant to that certain Loan Agreement dated as of December 17, 1993 among BioReliance, certain Domestic Subsidiaries of BioReliance and NationsBank, N.A. (now known as Bank of America, N.A.) as agent, as amended, restated, replaced and supplemented from time to time and (ii) all Liens (other than Permitted Liens) securing obligations in connection with such Indebtedness have been (or concurrently with the Initial Funding Date are being) released.

     (o)     Financial Statements. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of BioReliance certifying that:

     (i)     the BioReliance Financial Statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present in all material respects the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby; and (C) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including material liabilities for taxes, commitments and Indebtedness;

     (ii)     to the Knowledge of the Credit Parties, the Q-One Financial Statements (A) were prepared in accordance with UK GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present in all material respects the financial condition of Q-One and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby; and (C) show all material indebtedness and other liabilities, direct or contingent, of Q-One and its Subsidiaries as of the date thereof, including material liabilities for taxes, commitments and Indebtedness;

     (iii)     to the Knowledge of the Credit Parties, the Satron Financial Statements (A) were prepared in accordance with UK GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present in all material respects the financial condition of Satron and its Subsidiaries, if any, as of the date thereof and their results of operations for the period covered thereby; and (C) show all material indebtedness and other liabilities, direct or contingent, of Satron and its Subsidiaries, if any, as of the date thereof, including material liabilities for taxes, commitments and Indebtedness; and

     (iv)     from December 31, 2002 to and including the Initial Funding Date, there has been no Disposition or Involuntary Disposition by BioReliance or any Subsidiary (including, to the Knowledge of the Credit Parties, Q-One and its Subsidiaries and Satron

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and its Subsidiaries) of any material part of the business or Property of the Consolidated Group (including, to the Knowledge of the Credit Parties, Q-One and its Subsidiaries and Satron and its Subsidiaries), taken as a whole, and no purchase or other acquisition (other than the Transaction) by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Group (including, to the Knowledge of the Credit Parties, Q-One and its Subsidiaries and Satron and its Subsidiaries), taken as a whole, in each case that is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Initial Funding Date.

     (p)     Schedules. Receipt by the Administrative Agent of Schedules 2.03 (Existing Letters of Credit), 6.11 (Insurance), 6.14 (Subsidiaries), 6.18 (IP Rights), 6.19(a) (Locations of Real Property), 6.19(b) (Locations of Tangible Personal Property), 6.19(c) (Chief Executive Office Locations), 6.22 (Labor Matters), 8.01(c) (Liens Existing on the Initial Funding Date), 8.01(o) (Cash Collateralized Letters of Credit), 8.02 (Investments Existing on the Initial Funding Date) and 8.03 (Indebtedness Existing on the Initial Funding Date).

     (q)     Funding Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of BioReliance certifying that the conditions specified in Sections 5.02(f), (g), (h), (j) and (k) and Section 5.03 have been satisfied.

     (r)     Material Adverse Market Conditions. The absence of any material adverse conditions in the loan syndication market or in the financial or capital markets generally that, in the reasonable discretion of the Administrative Agent, would impair the initial syndication by the Administrative Agent of this Credit Agreement.

     (s)     Fees. Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or prior to the Initial Funding Date.

     (t)     Attorney Costs. Unless waived by the Administrative Agent, BioReliance shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Initial Funding Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between BioReliance and the Administrative Agent).

     5.03     Conditions Precedent to all Credit Extensions.

     The obligation of each Lender to honor any Request for Credit Extension (excluding conversions and continuations) is subject to the following conditions precedent:

     (a)     The representations and warranties of the Borrowers and each other Credit Party contained in Article VI or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and complete in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and complete in all material respects as of such earlier date.

     (b)     No Default shall exist, or would result from such proposed Credit Extension.

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     (c)     The Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension in accordance with the requirements hereof.

     Each Request for Credit Extension (excluding conversions and continuations) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in this Section 5.03 have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

     The Credit Parties represent and warrant to the Administrative Agent and the Lenders that, on and as of (a) the Initial Funding Date, (b) the date of each Request for Credit Extension (excluding conversions and continuations) and (c) the date of each Credit Extension:

     6.01     Existence, Qualification and Power.

     Each Credit Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Agreement and each other Credit Document to which it is a party, and (c) is duly qualified and is licensed and in good standing (if applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

     6.02     Authorization; No Contravention.

     The execution, delivery and performance by each Credit Party of this Credit Agreement and of each other Credit Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any material breach or contravention of, or the creation of any Lien under (i) any material Contractual Obligation to which such Person is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law (including Regulation U or Regulation X issued by the FRB).

     6.03     Governmental Authorization; Other Consents.

     No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person with respect to any material Contractual Obligation is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Credit Party of this Credit Agreement or any other Credit Document to which such Person is a party or (b) admissibility in evidence of the Credit Documents under Scottish law, in each case other than (i) those that have already been obtained and are in full force and effect, (ii) filings, notifications or registrations (including, with respect to any Credit Party organized under the laws of Scotland, registration of each relevant Foreign Security Agreement and Mortgage in accordance with Section 410 of the Companies Act 1985 and, if applicable, registration at the Land Register of Scotland and the Register of Sasines) to perfect or enforce the Liens created by the Collateral Documents to which such Person is

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party, (iii) those required in the ordinary course of business in connection with the performance by such Credit Party of its obligations under certain covenants contained in the Credit Documents to which such Person is party and (iv) pursuant to securities and other laws applicable to the disposition of any collateral subject thereto.

     6.04     Binding Effect.

     This Credit Agreement and each other Credit Document, has been duly executed and delivered by each Credit Party that is party thereto. This Credit Agreement and each other Credit Document, constitutes a legal, valid and binding obligation of each Credit Party that is party thereto, enforceable against each such Credit Party in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability.

     6.05     Financial Statements.

     (a)       The audited consolidated and consolidating balance sheets of the Consolidated Group for the most recent fiscal year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

     (b)       The unaudited consolidated and consolidating financial statements of the Consolidated Group for the most recent fiscal quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.

     6.06     No Material Adverse Effect.

     (a)       With respect to the Consolidated Group (other than Q-One, Satron and their respective Subsidiaries), there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect since December 31, 2002.

     (b)       With respect to the Consolidated Group (including Q-One, Satron and their respective Subsidiaries), there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect since March 31, 2003.

     6.07     Litigation.

     There are no actions, suits, proceedings, claims or disputes pending or, to the Knowledge of the Credit Parties, threatened in writing, at Law, in equity, in arbitration or before any Governmental Authority, by or against any member of the Consolidated Group or against any of their respective

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properties or revenues that (a) purport to affect or pertain to this Credit Agreement or any other Credit Document, or any of the transactions contemplated hereby or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

     6.08     No Default.

     (a)       Neither BioReliance nor any Subsidiary is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (b)       No Default or Event of Default has occurred and is continuing.

     6.09     Ownership of Property; Liens.

     Each member of the Consolidated Group has title in fee simple to, or valid leasehold interests in, all real property necessary in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Consolidated Group is subject to no Liens, other than Permitted Liens.

     6.10     Environmental Compliance.

     Except as would not reasonably be expected to have a Material Adverse Effect:

     (a)     Each of the Facilities and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the Businesses, and there are no conditions relating to the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.

     (b)     None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.

     (c)     Neither BioReliance nor any Subsidiary has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Credit Party have Knowledge that any such notice will be received or is being threatened in writing.

     (d)     Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf BioReliance or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.

     (e)     No judicial proceeding or governmental or administrative action is pending or, to the Knowledge of the Responsible Officers of the Credit Parties, threatened, under any Environmental Law to which BioReliance or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to BioReliance, any Subsidiary, the Facilities or the Businesses.

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     (f)     There has been no release or, threat of release of Hazardous Materials at or from the Facilities, or arising from or related to the operations (including disposal) of BioReliance or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

     6.11     Insurance.

     The properties of the Consolidated Group are insured with financially sound and reputable insurance companies not Affiliates of BioReliance, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where BioReliance or the applicable Subsidiary operates. The insurance coverage of the Credit Parties as in effect on the Initial Funding Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.11.

     6.12     Taxes.

     Each member of the Consolidated Group has filed all material federal, state and other tax returns and reports required to be filed, and has paid all material federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. To the Knowledge of the Credit Parties, there is no proposed tax assessment against BioReliance or any Subsidiary that would, if made, have a Material Adverse Effect.

     6.13     ERISA Compliance.

     (a)       Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws. Each Pension Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the Knowledge of the Credit Parties, nothing has occurred that would prevent, or cause the loss of, such qualification. Each Credit Party and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Pension Plan.

     (b)       There are no pending or, to the Knowledge of the Credit Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Credit Parties, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

     (c)       (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Credit Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Credit Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Credit Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

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     6.14     Subsidiaries.

     Set forth on Schedule 6.14, as of the Initial Funding Date and as such Schedule may be updated by BioReliance from time to time, is a complete and accurate list of each Subsidiary, together with (a) jurisdiction of incorporation or formation, (b) with respect to each Subsidiary, number of shares of each class of Capital Stock outstanding, (c) percentage of outstanding shares of each class or interests owned (directly or indirectly) by BioReliance or any Subsidiary and (d) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Capital Stock of each Subsidiary is validly issued, fully paid and non-assessable.

     6.15     Margin Regulations; Investment Company Act; PUHCA; Treasury Regulations.

     (a)       The Borrowers are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of either Borrower only or of the Consolidated Group on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between either Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be margin stock.

     (b)       None of BioReliance, any Person Controlling BioReliance, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

     (c)       The Credit Parties do not intend to treat any of the Loans, the Letters of Credit or any related transaction as a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event a Credit Party determines that it will take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If a Credit Party so notifies the Administrative Agent, any Lender may treat its Loans (and its participation interests in Letters of Credit) as subject to Treasury Regulation Section 301.6112-1, and such Lender will maintain any lists and other records required thereby.

     6.16     Disclosure.

     No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Credit Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, (a) with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time and (b) with respect to information (including projected financial information) related to Q-One and its Subsidiaries or Satron and its Subsidiaries, if any, provided to the Administrative Agent and the Lenders on or prior to the Initial Funding Date, the Credit Parties represent only that such information is accurate to their Knowledge.

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     6.17     Compliance with Laws.

     Each member of the Consolidated Group is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     6.18     Intellectual Property; Licenses, Etc.

     The Consolidated Group owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.18 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Credit Party as of the Initial Funding Date. Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, nor does any Credit Party know of any such claim, and, to the Knowledge of the Responsible Officers of the Credit Parties, the use of any IP Rights by BioReliance or any Subsidiary or the granting of a right or a license in respect of any IP Rights from BioReliance or any Subsidiary does not infringe on the rights of any Person. None of the IP Rights owned by any of the Credit Parties is subject to any licensing agreement or similar arrangement other than (a) licenses of software in the ordinary course of business to customers, value added resellers and distributors, (b) licenses of trademarks and tradenames in the ordinary course of business to value added resellers and distributors, (c) as set forth on Schedule 6.18 or (d) as otherwise not prohibited hereunder.

     6.19     Business Locations.

     Set forth on Schedule 6.19(a) is a list of all real property located in the United States that is owned or leased by the Credit Parties as of the Initial Funding Date. Set forth on Schedule 6.19(b) is a list of all locations where any tangible personal property of any Credit Party is located as of the Initial Funding Date. Set forth on Schedule 6.19(c) is the chief executive office of each Credit Party as of the Initial Funding Date. The exact legal name and state of organization of each Credit Party is as set forth on the signature pages hereto or on the signature pages of any Joinder Agreement delivered in connection herewith.

     6.20     Solvency.

     The Credit Parties are Solvent on a consolidated basis.

     6.21     Brokers’ Fees.

     Neither BioReliance nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Credit Documents (other than the Transaction).

     6.22     Labor Matters.

     Set forth on Schedule 6.22 as of the Initial Funding Date are (a) all collective bargaining agreements or Multiemployer Plans covering the employees of BioReliance or any Subsidiary as of the Initial Funding Date and (b) any strikes, walkouts, work stoppages or other material labor difficulty within the five years

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prior thereto. None of such labor matters, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

     6.23     Security Agreements.

     Each of the Security Agreements that has been delivered in connection with this Credit Agreement is effective to create in favor of the Administrative Agent (or, as applicable, the Security Trustee), for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral identified therein in conformity with applicable Law, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of Law (regardless of whether enforcement is ought in equity or at Law). The Domestic Security Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Collateral identified therein in which a security interest may be perfected by the filing of UCC financing statements, in each case prior and superior in right to any other Lien other than Permitted Liens, when UCC financing statements are filed in appropriate form at the locations identified therein. Each Foreign Security Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Collateral identified therein, in each case prior and superior in right to any other Lien other than Permitted Liens, when each of the deliveries and notices required thereunder have been made in accordance with applicable Law and recording, documentary or similar taxes, if any, are paid.

     6.24     Pledge Agreements.

     Each of the Pledge Agreements that has been delivered in connection with this Credit Agreement is effective to create in favor of the Administrative Agent (or, as applicable, the Security Trustee), for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral identified therein in conformity with applicable Law, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of Law (regardless of whether enforcement is ought in equity or at Law). The Domestic Pledge Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of each pledgor thereunder in the Collateral identified therein in which such pledgor has granted a security interest thereunder, in each case prior and superior in right to any other Lien other than Permitted Liens, (a) with respect to any such certificated Collateral that constitutes a Security (as such term is defined in the UCC), when such Collateral is delivered to the Administrative Agent together with duly executed stock powers with respect thereto, (b) with respect to any such uncertificated Collateral that constitutes a Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of such pledgor or when “control” (as such term is defined in the UCC) is obtained by the Administrative Agent over such interests in accordance with the provisions of Section 8-106 of the UCC and (c) with respect to any such Collateral that does not constitute a Security, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of such pledgor. Each Foreign Pledge Agreement shall create fully perfected first priority Liens on, and security interests in, all right, title and interest of each pledgor thereunder in the Collateral identified therein in which such pledgor has granted a security interest, in each case prior and superior in right to any other Lien other than Permitted Liens, when each of the deliveries and notices required thereunder have been made in accordance with applicable Law and recording, documentary or similar taxes, if any, are paid.

     6.25     Mortgages.

     Each of the Mortgages is effective to create in favor of the Administrative Agent (or, as applicable, the Security Trustee), for the ratable benefit of the Lenders, a legal, valid and enforceable

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security interest in the Mortgaged Properties identified therein in conformity with applicable Law, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of Law (regardless of whether enforcement is ought in equity or at Law). Each Mortgage with respect to any Mortgaged Property located in the United States shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Mortgaged Property, in each case prior and superior in right to any other Lien other than Permitted Liens, when such Mortgage, together with UCC financing statements are recorded and filed in appropriate form at the locations identified in such Mortgage, and recording, documentary or similar taxes, if any, are paid. Each Mortgage with respect to any Mortgaged Property located outside the United States shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Mortgaged Property, in each case prior and superior in right to any other Lien other than Permitted Liens, when such Mortgage, together with each of the notices and deliveries required thereunder have been recorded or made in accordance with applicable Law and recording, documentary or similar taxes, if any, are paid.

ARTICLE VII

AFFIRMATIVE COVENANTS

     On and as of the Initial Funding Date and for so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than any indemnity obligations that, by their terms, survive the termination of this Credit Agreement) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Credit Parties shall and shall cause each Subsidiary to:

     7.01     Financial Statements.

     Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

     (a)     as soon as available, but in any event within ninety days after the end of each fiscal year of BioReliance, consolidated and consolidating balance sheets of the Consolidated Group as at the end of such fiscal year (beginning with the fiscal year ending December 31, 2003), and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

     (b)     as soon as available, but in any event within forty-five days after the end of each of the first three fiscal quarters of each fiscal year of BioReliance (beginning with the fiscal quarter ending September 30, 2003), consolidated and consolidating balance sheets of the Consolidated Group as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of BioReliance as fairly presenting the financial condition, results of

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operations, shareholders’ equity and cash flows of the Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

     7.02     Certificates; Other Information.

     Deliver to the Administrative Agent and each Lender (to the extent applicable, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders):

     (a)     concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of BioReliance:

     (i)     setting forth computations in detail reasonably satisfactory to the Administrative Agent (A) demonstrating compliance with the financial covenants contained herein and (B) information regarding the aggregate amount of all Dispositions, Involuntary Dispositions, Debt Issuances, Equity Transactions and Acquisitions (other than the Transaction) that occurred during the period covered by such financial statements,

     (ii)     setting forth (A) all applications for IP Rights made during such period, (B) all issuances of registrations or letters on existing applications for IP Rights received during such period, and (C) all licenses with respect to IP Rights entered into during such period,

     (iii)     attaching a summary of any insurance of the Consolidated Group that was renewed, replaced or modified during such period,

     (iv)     certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto), and

     (v)     including a summary of all material changes in GAAP and in the consistent application thereof, the effect on the financial covenants resulting therefrom, and a reconciliation between calculation of the financial covenants (and determination of the applicable pricing level under the definition of “Applicable Rate”) before and after giving effect to such changes;

     (b)     within thirty days after the end of each fiscal year of BioReliance, beginning with the fiscal year ending December 31, 2003, an annual business plan and budget of the Consolidated Group containing, among other things, pro forma financial statements for each quarter of the next fiscal year.

     (c)     promptly after any request by the Administrative Agent or any Lender, copies of any final detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of BioReliance by independent accountants in connection with the accounts or books of BioReliance or any Subsidiary, or any audit of any of them;

     (d)     promptly after the same are available, (i) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of BioReliance, and copies of all annual, regular, periodic and special reports and registration statements that BioReliance may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or to a holder of any Indebtedness owed by BioReliance or any

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Subsidiary in its capacity as such a holder and not otherwise required to be delivered to the Administrative Agent pursuant hereto and (ii) all written reports and other written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters;

     (e)     promptly after any Credit Party has notified the Administrative Agent of its intention to treat any of the Loans, the Letters of Credit or any related transaction as a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form thereto; and

     (f)     promptly, such additional information regarding the business, financial or corporate affairs of any member of the Consolidated Group, or compliance with the terms of the Credit Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

     Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which BioReliance posts such documents, or provides a link thereto on the website of BioReliance on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on behalf of BioReliance on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) BioReliance shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests BioReliance to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) BioReliance shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance BioReliance shall be required to provide paper copies of the Compliance Certificates required by Section 7.02(a) to the Administrative Agent and each of the Lenders. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by BioReliance with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

     7.03     Notices.

     Promptly notify the Administrative Agent and each Lender of each of the following:

     (a)     the occurrence of any Default;

     (b)     any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of BioReliance or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between BioReliance or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting BioReliance or any Subsidiary, including pursuant to any applicable Environmental Laws;

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     (c)     the occurrence of any ERISA Event;

     (d)     any material change in accounting policies or financial reporting practices by BioReliance or any Subsidiary; and

     (e)     any litigation, investigation or proceeding affecting any Credit Party in which the amount involved or relief sought would reasonably be expected to have a Material Adverse Effect.

     Each notice pursuant to this Section 7.03(a) through (e) shall be accompanied by a statement of a Responsible Officer of BioReliance setting forth details of the occurrence referred to therein and stating what action BioReliance has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Credit Agreement and any other Credit Document that have been breached.

     7.04     Payment of Taxes.

     Pay and discharge as the same shall become due and payable all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by BioReliance or such Subsidiary.

     7.05     Preservation of Existence, Etc.

     (a)       Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05.

     (b)       Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

     (c)       Preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

     7.06     Maintenance of Properties.

     (a)       Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.

     (b)       Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

     (c)       Use the standard of care typical in the industry in the operation and maintenance of its facilities.

     7.07     Maintenance of Insurance.

     Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance (including, as applicable, flood hazard insurance) and business interruption

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insurance) with financially sound and reputable insurance companies not Affiliates of BioReliance, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where BioReliance or the applicable Subsidiary operates, naming the Administrative Agent (or, as applicable, the Security Trustee) as loss payee or mortgagee, as its interest may appear, additional insured and/or additional interest, as appropriate, with respect to any such insurance providing coverage in respect of any Collateral, subject in each case, with respect to any Foreign Subsidiary, to Section 7.18. The Credit Parties will immediately give the Administrative Agent (or, as applicable, the Security Trustee) written notice of any cancellation of any such policy or policies to the extent such cancellation would affect compliance with this Section 7.07.

     7.08     Compliance with Laws.

     Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

     7.09     Books and Records.

     (a)       Maintain proper books of record and account, in which full, true and complete entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of BioReliance or such Subsidiary, as the case may be.

     (b)       Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over BioReliance or such Subsidiary, as the case may be.

     7.10     Inspection Rights.

     (a)       Once per fiscal year at such reasonable time during normal business hours and upon reasonable advance notice to BioReliance, permit representatives and independent contractors of the Administrative Agent and any Lender to visit and inspect any of its properties (including properties of any of its Subsidiaries), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of BioReliance; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may, at the expense of BioReliance, do any of the foregoing as often as may be reasonably desired and at any times during normal business hours without advance notice.

     (b)       If requested by the Administrative Agent following the occurrence and during the continuance of an Event of Default, permit the Administrative Agent, and its representatives, upon reasonable advance notice to BioReliance, to conduct an annual audit of the Collateral at the expense of BioReliance.

     (c)       If requested by the Administrative Agent following the occurrence and during the continuance of an Event of Default, promptly deliver to the Administrative Agent (i) asset appraisal reports with respect to all of the real and personal property owned by the Consolidated Group and (ii) a written audit of the accounts receivable, inventory, payables, controls and systems of the Consolidated Group.

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     7.11     Use of Proceeds.

     Use the proceeds of the Credit Extensions (a) to finance working capital, capital expenditures and other lawful corporate purposes, (b) to refinance existing Indebtedness and (c) to finance the purchase price of the Transaction, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Credit Document.

     7.12     Guarantors.

     (a)       On or before the Initial Funding Date, cause the joinder of (i) BUKH as a Domestic Guarantor and (ii) BUKS as a Foreign Guarantor, in each case pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organizational Documents and favorable opinions of counsel to such Credit Party (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent.

     (b)       Immediately following consummation of the Transaction, cause the joinder of (i) Q-One, Satron and each other Subsidiary of the Foreign Borrower (other than Quip Technology and Q-One Biotech, Inc.) as Foreign Guarantors and (ii) Q-One Biotech, Inc. as a Domestic Guarantor, in each case pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organizational Documents and favorable opinions of counsel to such Credit Party (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent.

     (c)       Following the Initial Funding Date and consummation of the Transaction, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary, which notice shall include information as to the jurisdiction of organization, the number and class of Capital Stock outstanding and ownership thereof (including options, warrants, rights of conversion or purchase relating thereto), and:

     (i)     with respect to any such Subsidiary that is a Domestic Subsidiary, within thirty days of the formation or acquisition thereof, cause the joinder of such Subsidiary as a Domestic Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent) accompanied by Organizational Documents and favorable opinions of counsel to such Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, and

     (ii)     with respect to any such Subsidiary that is a Foreign Subsidiary (other than Quip Technology), within sixty days of the formation or acquisition thereof, cause the joinder of such Subsidiary as a Foreign Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent pursuant to applicable Law) accompanied by Organizational Documents and favorable opinions of counsel to such Credit Party (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent.

     (d)       At any time that (i) the assets of Quip Technology have exceeded its liabilities by more than British Pounds Sterling 250,000 for a continuous period of not less than sixty days and (ii) Quip

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Technology is able to satisfy the conditions required for the provision of financial assistance by a private limited company under Section 155(2) of the Companies Act 1985, within sixty days thereof, cause the joinder of Quip Technology as a Foreign Guarantor pursuant to Joinder Agreements (or such other documentation in form and substance reasonably acceptable to the Administrative Agent pursuant to applicable Law) accompanied by Organizational Documents and favorable opinions of counsel to such Credit Party (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent.

     7.13     Pledged Capital Stock.

     (a)       On or before the Initial Funding Date, (i) BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding Capital Stock of each of its First-Tier Foreign Subsidiaries, (ii) each Domestic Subsidiary of BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding Capital Stock of each of its First-Tier Foreign Subsidiaries, (iii) BioReliance Acquisitions, Inc. will pledge 65% of the issued and outstanding Capital Stock of BUKH and (iv) BUKH will pledge 65% of the issued and outstanding Capital Stock of (A) the Foreign Borrower and (B) BUKS (provided that, in the event that the UK Stamp Office has not yet adjudicated the transfer of such Capital Stock from BioReliance to BUKH as eligible for relief from transfer duty by the Initial Funding Date, BUKH will pledge the Capital Stock of BUKS within thirty days of the Initial Funding Date), in each case pursuant to the Domestic Pledge Agreement or Foreign Pledge Agreements (as applicable) or other pledge joinder agreements, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     (b)       Immediately following consummation of the Transaction, to the extent not otherwise pledged pursuant to subsection (a) above, (i) BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding Capital Stock of each of its First-Tier Foreign Subsidiaries, (ii) each Domestic Subsidiary of BioReliance will pledge (A) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding Capital Stock of each of its First-Tier Foreign Subsidiaries and (iii) the Foreign Borrower will pledge 100% of the issued and outstanding Capital Stock of each of its Subsidiaries (except in the case of (A) Q-One, which is not a Wholly Owned Subsidiary, and in which case all of the Foreign Borrower’s interest therein will be pledged and (B) Quip Technology) and cause each of its Subsidiaries (other than Quip Technology) to pledge 100% of the issued and outstanding Capital Stock of each of their respective Subsidiaries, in each case on a first priority basis to secure the respective pledgor’s loans and guaranty obligations owing hereunder, in each case pursuant to the Domestic Pledge Agreement or Foreign Pledge Agreements (as applicable) or other pledge joinder agreements, together with opinions of counsel (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     (c)       Following the Initial Funding Date and consummation of the Transaction, to the extent not otherwise pledged pursuant to subsections (a) and (b) above, (i) BioReliance will pledge or cause to be pledged (A) 100% of the issued and outstanding Capital Stock of each of its Domestic Subsidiaries within thirty days of its formation, acquisition or receipt of such interests and (B) 65% of the issued and outstanding Capital Stock of each of its First-Tier Foreign Subsidiaries within sixty days of its formation, acquisition or receipt of such interests, in each case on a first priority basis to secure the Obligations, and (ii) the Foreign Borrower will pledge or cause to be pledged 100% of the outstanding Capital Stock of

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each of its Subsidiaries within sixty days of its formation, acquisition or receipt of such interests, on a first priority basis to secure the Foreign Obligations, in each case pursuant to the Domestic Pledge Agreement or Foreign Pledge Agreements (as applicable) or other pledge joinder agreements, together with opinions of counsel (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     (d)       References to a pledge of 65% of the Capital Stock in First-Tier Foreign Subsidiaries in the foregoing provisions of this Section are intended to avoid treatment of the pledged interest as a deemed dividend under the Internal Revenue Code. If and to the extent changes or clarifications in applicable Law after the date hereof permit a greater percentage of such interests to be pledged in support of the Obligations, the Credit Parties shall cause any such greater amount to be pledged hereunder to the extent such greater pledge of interests (A) would not reasonably be expected to cause the undistributed earnings of such First-Tier Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such First-Tier Foreign Subsidiary’s United States parent and (B) would not reasonably be expected to cause any material adverse tax consequences.

     (e)       To the extent that any Capital Stock in any Credit Party is pledged in accordance with this Section 7.13 by a Credit Party incorporated in Scotland, it may be charged by way of floating charge pursuant to any Collateral Documents governed by Scottish law; provided that any such floating charge is subject to the same percentage limitations applicable to pledges and charges over Capital Stock as between the relevant entities as are set out in this Section 7.13.

     7.14     Pledged Assets.

     (a)       On or before the Initial Funding Date, (i) BioReliance and each of its Domestic Subsidiaries will mortgage, pledge and grant a security interest in all of their property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure their respective loans and guaranty obligations hereunder, (ii) BUKH will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure its guaranty obligations hereunder, (iii) the Foreign Borrower and BUKS will mortgage, pledge and grant a security interest in all of their property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure their respective loan and guaranty obligations hereunder, in each case pursuant to such mortgages, pledge and security agreements, joinders or other documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     (b)       Immediately following consummation of the Transaction, (i) each of Q-One, Satron and each of their Foreign Subsidiaries (other than Quip Technology and Q-One Biotech, Inc.) will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure its guaranty obligations hereunder and (ii) Q-One Biotech, Inc. will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property and (B) Capital Stock, which is covered by Section 7.13 above) to secure its guaranty obligations hereunder, in each case pursuant to such mortgages, pledge and security agreements, joinders or other documents, together with opinions of counsel (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of

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counsel to the Administrative Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     (c)       Following the Initial Funding Date and consummation of the Transaction, each Guarantor will mortgage, pledge and grant a security interest in all of its property, real and personal, tangible and intangible, owned and leased (other than (A) Excluded Property, (B) Capital Stock, which is covered by Section 7.13 above and (C) Property covered by subsections (a) and (b) above) to secure its guaranty obligations hereunder within the time periods permitted for joinder of such Guarantor pursuant to Section 7.12 above, in each case pursuant to such mortgages, pledge and security agreements, joinders or other documents, together with opinions of counsel (provided that, with respect to enforceability of any such documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

     7.15     ERISA Compliance.

     Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Law; (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Internal Revenue Code.

     7.16     Interest Rate Protection Agreements.

     Within sixty days of the Initial Funding Date, enter into interest rate protection agreements (protecting against fluctuations in interest rates) with respect to this Credit Agreement reasonably acceptable to the Administrative Agent, which agreements shall provide aggregate coverage in an amount equal to no less than 50% of the aggregate principal amount of the Term Loans for a duration of at least three years.

     7.17     Landlord Waivers and Assignations.

     Use reasonable efforts to promptly obtain (a) estoppel letters, consents and waivers from the landlords (i) of the BPG Property and (ii) upon the reasonable request of the Administrative Agent or the Required Lenders, any other Property located in the United States that is leased by a member of the Consolidated Group and (b) an assignation in favor of the Security Trustee of the rights of Bank of Scotland under the warranty agreements in respect of which Bank of Scotland is a beneficiary relative to construction on the Property subject to the Glasgow Mortgage; provided that no Credit Party shall be required to make additional payments to any lessee in order to obtain the foregoing.

     7.18     Post-Funding Deliveries.

     Deliver each of the following to the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent:

     (a)     Transaction Deliveries. Immediately following consummation of the Transaction, deliver:

     (i)     all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent or the Security Trustee pursuant to any Foreign Pledge Agreement

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delivered pursuant to Section 7.13(b), together with duly executed in blank, undated stock powers attached thereto (unless such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of incorporation of such Person);

     (ii)     with respect to each of Satron, Q-One and each of their Subsidiaries (other than Quip Technology), a certified copy of the register of shareholders for such Person (A) evidencing that the Security Trustee has been registered as holder of the issued share capital of such Person as required under Section 7.13 pursuant to the applicable Foreign Pledge Agreement and (B) identifying the registered holders of all of the issued share capital of such Person immediately prior to such registry of the Security Trustee;

     (iii)     with respect to Satron, Q-One and each of their Subsidiaries (other than Quip Technology), duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property of such Credit Parties; and

     (iv)     with respect to the Glasgow Mortgage and each Foreign Security Agreement executed by any of Satron, Q-One or any of their Subsidiaries, a Form 410 duly completed and executed in respect thereof;

     (v)     with respect to the Glasgow Mortgage, the Land Certificate relating thereto, the Charge Certificate in favor of Bank of Scotland relative to Q-One’s interest therein, a duly executed Discharge of the Standard Security comprised in such Charge Certificate, a Form 419a in respect of such Discharge, appropriate searches in the Land Register of Scotland evidencing Q-One’s exclusive ownership thereof and showing no Liens (other than Permitted Liens) affecting the same other than such Standard Security, Q-One’s Scottish counsel’s letter of obligation in usual Scottish form in respect of the Land Register and on behalf of Q-One in respect of the Register of Charges and all relevant registration forms and dues to enable the registration of the Glasgow Mortgage as a first charge over the same;

     (vi)     evidence (including certified copies of applicable documents and resolutions) that each of Satron, Q-One and each of their Subsidiaries (other than Quip Technology) has complied with Sections 151-158 of the UK Companies Act 1985 and receipt of an auditors’ non-statutory report and a board memorandum in relation to the net asset position of each such Person; and

     (vii)     evidence that (i) the existing Indebtedness pursuant to that certain overdraft facility provided by the Bank of Scotland to Q-One has been terminated (provided that Q-One may continue to maintain current, deposit, checking and other operating accounts with the Bank of Scotland) and (ii) all Liens (other than Permitted Liens) securing obligations in connection with such Indebtedness have been released.

     (b)     Mortgaged Property Deliveries. Within sixty days of the Initial Funding Date, deliver, with respect to the interest of BioReliance in the lease with respect to 9900 Blackwell Road, Rockville, Maryland 20850:

     (i)     a duly executed Mortgage with respect thereto,

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     (ii)     standard ALTA (or reasonably equivalent) mortgagee policy insuring the priority of such Mortgage and copies of recorded documentation relating to any exceptions, and

     (iii)     to the extent necessary in connection with the issuance of a reasonably acceptable mortgagee policy, copy of a recent ALTA (or reasonably equivalent) survey of each of the Mortgaged Properties by registered engineers or land surveyors; and

     (c)     Evidence of Insurance. Within ninety days of the Initial Funding Date, deliver copies of insurance policies or certificates of insurance of the Foreign Credit Parties and their Subsidiaries evidencing liability, flood hazard and casualty insurance meeting the requirements set forth in the Credit Documents, including naming the Security Trustee as additional interest on behalf of the Lenders.

ARTICLE VIII

NEGATIVE COVENANTS

     On and as of the Initial Funding Date and for so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than any indemnity obligations that, by their terms, survive the termination of this Credit Agreement) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Credit Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

     8.01     Liens.

     Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

     (a)     Liens pursuant to any Credit Document securing the Obligations;

     (b)     Liens in favor of a Lender or any of its Affiliates pursuant to a Swap Contract permitted hereunder, but only to the extent that (i) the obligations under such Swap Contract are permitted under Section 8.03, (ii) such Liens are on the same collateral that secures the Obligations, and (iii) the Obligations and the obligations under such Swap Contract share pari passu in the collateral subject to such Liens;

     (c)     Liens existing on the Initial Funding Date and listed on Schedule 8.01(c) and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);

     (d)     Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

     (e)     carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty days or that are being contested in good faith and by appropriate proceedings diligently

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conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

     (f)     pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

     (g)     deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (h)     easements, rights-of-way, restrictions, impediments and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

     (i)     Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;

     (j)     Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently or within ninety days after acquisition thereof;

     (k)     Liens on the property or assets of any Person that becomes a member of the Consolidated Group following the Closing Date to the extent such Liens exist at the time such Person becomes a member of the Consolidated Group; provided such Liens are not created in contemplation thereof and do not extend to any property or assets of any other member of the Consolidated Group;

     (l)     Liens with respect to title retention agreements in the ordinary course of business; and

     (m)     cash collateral on cash deposits in respect of cash balances of the Foreign Borrower held by Clydesdale as credit support for the payment guarantee provided by Clydesdale with respect to Indebtedness of the Foreign Borrower permitted pursuant to Section 8.03(k) in an amount not to exceed British Pounds Sterling 7,500,000 and any customary banker’s liens in favor of Clydesdale in respect thereof;

     (n)     cash collateral and minimum cash balance requirements in an aggregate amount not to exceed €1,250,000 in respect of current, deposit, checking and other operating accounts of the Credit Parties with local banks (in their respective jurisdictions of organization or operation) and any customary banker’s liens in respect of any such accounts;

     (o)     cash collateral in respect of the letters of credit identified on Schedule 8.01(o) in an aggregate amount not to exceed $2,700,000;

     (p)     statutory liens under applicable Law;

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     (q)     other Liens on specific items of Property (excluding blanket liens on any class of Property) securing Indebtedness in an aggregate amount not to exceed $100,000 at any time outstanding.

     8.02     Investments.

     Make any Investments, except:

     (a)     Investments held by BioReliance or such Subsidiary in the form of cash and Cash Equivalents;

     (b)     Investments (including intercompany Investments) existing as of the Initial Funding Date and set forth in Schedule 8.02;

     (c)     Investments by any Domestic Credit Party in any other Domestic Credit Party;

     (d)     Investments by any Domestic Credit Party in any Foreign Credit Party in an aggregate amount not to exceed at any time outstanding the sum of $5,000,000 less the aggregate amount of Dispositions permitted pursuant to Section 8.05(g);

     (e)     Investments by any Foreign Credit Party in any other Credit Party;

     (f)     Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

     (g)     Support Obligations permitted by Section 8.03;

     (h)     Investments in connection with the Transaction;

     (i)     at any time after September 30, 2004, Investments that constitute Permitted Acquisitions;

     (j)     Investments made in or to the Foreign Borrower for the purpose of enabling the Foreign Borrower to make payments of principal and interest owing on Foreign Term Loan to the extent, but only to the extent, that such amounts are not otherwise available to the Foreign Borrower and a payment default would otherwise result; and

     (k)     other Investments in an aggregate amount not to exceed $5,000,000 at any time outstanding.

     8.03     Indebtedness.

     Create, incur, assume or suffer to exist any Indebtedness, except:

     (a)     Indebtedness under the Credit Documents;

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     (b)     Indebtedness of the Consolidated Group existing as of the Initial Funding Date and set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s));

     (c)     intercompany Indebtedness permitted under Section 8.02;

     (d)     obligations (contingent or otherwise) of BioReliance or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

     (e)     purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by any member of the Consolidated Group to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

     (f)     Indebtedness for trade payables, wages, bonuses and other accrued expenses incurred in the ordinary course of business;

     (g)     Indebtedness constituting advances from customers in the ordinary course of business;

     (h)     Indebtedness in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not otherwise required hereunder;

     (i)     Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence thereof;

     (j)     Support Obligations with respect to Indebtedness permitted under clauses (a) through (i) of this Section 8.03;

     (k)     Indebtedness of the Foreign Borrower owing to vendors under the Purchase Agreement incurred in respect of a portion of the purchase price of Q-One and Satron in connection with the Transaction, which Indebtedness shall be (i) represented by loan notes of the Foreign Borrower in favor of the relevant vendors and (ii) in an aggregate principal amount not to exceed British Pounds Sterling 7,500,000, and Support Obligations issued to Clydesdale in relation to its payment guarantee in connection with such loan notes; and

     (l)     other Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding.

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     8.04     Fundamental Changes.

     Merge, dissolve, liquidate, consolidate with or into another Person, or effect the Disposition of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, other than:

     (a)     BioReliance may merge or consolidate with any of its Subsidiaries (other than the Foreign Borrower) provided that BioReliance shall be the continuing or surviving corporation;

     (b)     the Foreign Borrower may merge or consolidate with any Foreign Subsidiary provided that the Foreign Borrower shall be the continuing or surviving corporation;

     (c)     any Domestic Credit Party (other than BioReliance) may (i) merge or consolidate with or into any other Domestic Credit Party or (ii) dispose of all or substantially all of its assets to any other Domestic Credit Party;

     (d)     any Foreign Credit Party (other than the Foreign Borrower) may (i) merge or consolidate with or into any other Foreign Credit Party or (ii) dispose of all or substantially all of its assets to any other Foreign Credit Party;

     (e)     any Domestic Credit Party (other than BioReliance) may wind up or dissolve itself so long as it transfers all of its assets to another Domestic Credit Party prior to or as part of such dissolution or wind up;

     (f)     any Foreign Credit Party (other than the Foreign Borrower) may wind up or dissolve itself so long as it transfers all of its assets to another Credit Party prior to or as part of such dissolution or wind up;

     (g)     any Credit Party may merge with any Person that is not a Credit Party in connection with a Permitted Acquisition, provided that such Credit Party shall be the continuing or surviving entity; and

     (h)     transactions described on Schedule 8.04.

     8.05     Dispositions.

     Make any Disposition or enter into any agreement to make any Disposition to or in favor of any Person, except:

     (a)     Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

     (b)     Dispositions of inventory in the ordinary course of business;

     (c)     Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or (iii) with respect to Dispositions of equipment, such equipment is no longer used or useful in the conduct of the business of the Consolidated Group;

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     (d)     Dispositions of property by any Domestic Credit Party to any other Domestic Credit Party;

     (e)     Dispositions of property by any Foreign Credit Party to any other Credit Party;

     (f)     Dispositions in connection with any transaction permitted under Section 8.04;

     (g)     Dispositions of property by the Domestic Credit Parties to any Foreign Credit Party in an aggregate amount not to exceed the sum of $5,000,000 less the aggregate amount of Investments permitted pursuant to Section 8.05(g) outstanding at such time; and

     (h)     Dispositions by the Consolidated Group not otherwise permitted under this Section 8.05, provided that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $2,000,000;

provided, however, that (A) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of such Disposition (except as otherwise provided with respect to Section 8.05(c)(ii)), (B) any such Disposition shall be for fair market value, (C) such Disposition shall not involve the sale or other disposition of a minority equity interest in any Subsidiary (other than a transfer of qualifying director shares) and (D) such Disposition shall not involve any Disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05.

     8.06     Restricted Payments.

     Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

     (a)     each Subsidiary may declare and make Restricted Payments to any Credit Party;

     (b)     BioReliance may declare and make Restricted Payments payable solely in Capital Stock of such Person;

     (c)     BioReliance and each Subsidiary may issue Capital Stock in exchange solely for other Capital Stock issued by BioReliance or such Subsidiary, as applicable; and

     (d)     in the event that the Foreign Borrower is unable to purchase all of the “E” ordinary shares (the “Residual Shares”) in Q-One as part of the Transaction, then Q-One may (i) purchase the Residual Shares pursuant to mandatory minority purchase rights arising under Scottish law or by a tender or other offer to the holders of the Residual Shares or (ii) declare and make Restricted Payments to the holders of the Residual Shares on a pro rata basis based on their relative ownership interests to ownership interests of the Foreign Borrower (or such other Credit Party that may own the balance of the share capital in Q-One from time to time); provided that such Residual Shares shall comprise no more than 3% of the voting share capital in Q-One.

     8.07     Change in Nature of Business.

     Engage in any material line of business substantially different from those lines of business conducted by the Consolidated Group on the Closing Date or, following the consummation of the

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Transaction, on the Initial Funding Date, or in each case any business substantially related or incidental thereto.

     8.08     Transactions with Affiliates and Insiders.

     Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital and capital for general corporate purposes to any Credit Party, (b) transfers of cash and assets to any Credit Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable compensation and reimbursement of expenses of officers and directors and (e) except as otherwise specifically limited in this Credit Agreement, other transactions that are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

     8.09     Prepayment of Other Funded Debt.

     Make any voluntary prepayment, redemption, defeasance or acquisition for value of (including, by way of deposit of money or securities with a trustee with respect thereto before due for the purpose of paying when due), amend scheduled amortization payments owing to accelerate payment or otherwise shorten the average life to maturity of or refund, refinance or exchange any Funded Debt for Funded Debt with a shorter average life to maturity (other than Funded Debt pursuant to the Credit Documents and Funded Debt required to be prepaid pursuant to the terms hereof).

     8.10     No Further Negative Pledges.

     Enter into any Contractual Obligation (other than this Credit Agreement and the other Credit Documents) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to BioReliance or any other Credit Party or to otherwise transfer property to BioReliance or any other Credit Party, (ii) of any Subsidiary to guarantee the Indebtedness of BioReliance or any other Credit Party or (iii) of BioReliance or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of (A) any holder of Indebtedness permitted under Section 8.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or (B) any bank (including, without limitation, Clydesdale) that holds the benefit of a Lien described in Section 8.01(m) or (n) solely to the extent any such negative pledge relates to the property subject to such Lien; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

     8.11     Margin Stock.

     Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

     8.12     Financial Covenants.

     (a)       Consolidated Net Worth. Permit Consolidated Net Worth at any time to be less than the sum of (i) 85% of Consolidated Net Worth of the Consolidated Group as of the Initial Funding Date (after giving pro forma effect to the Transaction), plus (ii) as of the end of each fiscal quarter of BioReliance,

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commencing with the fiscal quarter ending December 31, 2003, an amount equal to 75% of Consolidated Net Income (but not less than zero) for such fiscal quarter, such increases to be cumulative, plus an amount equal to 100% of the Net Cash Proceeds from all Equity Transactions occurring after the Closing Date.

     (b)       Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of BioReliance set forth below to be greater than 2.50:1.0.

     (c)       Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of BioReliance to be less than 1.25:1.0.

     8.13     Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.

     (a)       Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders.

     (b)       Change its fiscal year (other than any change by a Subsidiary to match its fiscal year with that of BioReliance) without (i) providing thirty days prior written notice to the Administrative Agent and (ii) reaching agreement with the Administrative Agent and the Required Lenders concerning any adjustments to the financial covenants or calculation thereof determined to be reasonably necessary by the Administrative Agent in connection with such change.

     (c)       Without providing thirty days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.

     8.14     Ownership of Subsidiaries.

     Notwithstanding any other provisions of this Credit Agreement to the contrary, (i) permit any Person (other than BioReliance or any Wholly Owned Subsidiary of BioReliance) to own any Capital Stock of any Subsidiary of BioReliance, except (a) to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Capital Stock of Foreign Subsidiaries and to employees of the Consolidated Group in connection with employee stock option plans and agreements permitted hereunder, (b) permit any Subsidiary of BioReliance to issue or have outstanding any shares of preferred Capital Stock or (c) create, incur, assume or suffer to exist any Lien on any Capital Stock of any Subsidiary of BioReliance, except for Permitted Liens or options to employees of the Consolidated Group in connection with employee stock option plans or agreements permitted hereunder.

     8.15     Sale and Leaseback Transactions.

     Enter into any Sale and Leaseback Transaction.

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ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

     9.01     Events of Default.

     Any of the following shall constitute an Event of Default:

     (a)     Non-Payment. BioReliance or any other Credit Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any commitment or other fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Credit Document; or

     (b)     Specific Covenants. BioReliance or any other Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02(a), 7.03, 7.05, 7.10, 7.11, 7.12, 7.16 or 7.18 or Article VIII; or

     (c)     Other Defaults. BioReliance or any other Credit Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Credit Document on its part to be performed or observed and such failure continues for thirty days; or

     (d)     Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of BioReliance or any other Credit Party herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall be false or misleading when made or deemed made; or

     (e)     Cross-Default. (i) Any member of the Consolidated Group (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Support Obligations (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 (provided, however, that if in any such case the aggregate principal amount then owing is less than $1,000,000, but the aggregate principal amount then owing when taken together with undrawn commitments or available amounts relating thereto is greater than $1,000,000, then any such failure to make payment when due shall remain unremedied and uncured for a period of thirty days), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Support Obligations (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amount and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded (provided, however, that if in any

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such case the aggregate principal amount of any such Indebtedness or Support Obligations then owing is less than $1,000,000, but the aggregate principal amount then owing when taken together with undrawn commitments or available amounts relating thereto is greater than $1,000,000, then any such failure to observe or perform such other agreements or conditions shall remain unremedied and uncured for a period of thirty days); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which BioReliance or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which BioReliance or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by BioReliance or such Subsidiary as a result thereof is greater than $1,000,000; or

     (f)     Insolvency Proceedings, Etc. Any member of the Consolidated Group institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or

     (g)     Inability to Pay Debts; Attachment. (i) Any member of the Consolidated Group becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within forty-five days after its issue or levy; or

     (h)     Judgments. There is entered against any member of the Consolidated Group (i) a final judgment or order for the payment of money in an aggregate amount exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

     (i)     ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or would reasonably be expected to result in liability of a Credit Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000, or (ii) a Credit Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to any withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $1,000,000; or

     (j)     Invalidity of Credit Documents. Any Credit Document (other than a Request for Credit Extension or a Compliance Certificate), at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party or any other Person contests in any manner the validity or enforceability of any Credit Document (other than a Request for

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Credit Extension or a Compliance Certificate); or any Credit Party denies that it has any or further liability or obligation under any Credit Document (other than a Request for Credit Extension or a Compliance Certificate), or purports to revoke, terminate or rescind any Credit Document (other than a Request for Credit Extension or a Compliance Certificate); or

     (k)     Change of Control. There occurs any Change of Control.

     9.02     Remedies Upon Event of Default.

     If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

     (a)     declare the commitments of the Lenders to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

     (b)     declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by BioReliance;

     (c)     require that BioReliance Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

     (d)     exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Credit Documents or applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to an event under Section 9.01(f) or (g)(ii), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of BioReliance to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

     9.03     Application of Funds.

     After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02):

     (a)     any amounts received on account of the Obligations (other than the Foreign Obligations) shall be applied in the following order:

     First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and/or the Security Trustee, in each case its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders

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(including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

     Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other amounts owing in respect of any Swap Contract between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder and (c) the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of the L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them;

     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to BioReliance or as otherwise required by Law;

     provided that, subject to Section 2.03, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above; and

     (b)     any amounts received on account of the Foreign Obligations shall be applied in the following order:

     First, to payment of that portion of the Foreign Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent and/or the Security Trustee, in each case in its capacity as such;

     Second, to payment of that portion of the Foreign Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

     Third, to payment of that portion of the Foreign Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

     Fourth, to payment of that portion of the Foreign Obligations constituting unpaid principal of the Loans, ratably among such parties in proportion to the respective amounts described in this clause Fourth payable to them;

     Last, the balance, if any, after all of the Foreign Obligations have been indefeasibly paid in full, to the Foreign Borrower or as otherwise required by Law.

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ARTICLE X

ADMINISTRATIVE AGENT, SECURITY TRUSTEE AND L/C ISSUER

     10.01     Appointment and Authorization.

     (a)        Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

     (b)       Each Lender hereby irrevocably appoints, designates and authorizes the Security Trustee to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Security Trustee shall not have any duties or responsibilities, except those expressly set forth herein. The Security Trustee shall act on behalf of the Finance Parties with respect to any Collateral Documents entered and delivered by any Foreign Credit Party (and any Collateral identified therein), and the Security Trustee shall have all of the benefits, indemnities and immunities (i) provided to the Administrative Agent in this Credit Agreement with respect to any acts taken or omissions suffered by the Security Trustee as fully as if the term “Administrative Agent” as used herein included the Security Trustee with respect to such acts or omissions and (ii) as additionally provided herein with respect to the Security Trustee.

     (c)       The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

     10.02     Delegation of Duties.

     The Administrative Agent may execute any of its duties under this Credit Agreement or any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The

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Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

     10.03     Liability.

     No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or any Affiliate thereof.

     10.04     Reliance.

     The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

     10.05     Notice of Default.

     The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrowers referring to this Credit Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article IX; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

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     10.06     Credit Decision; Disclosure of Information.

     Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to extend credit to the Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Credit Parties or any of their respective Affiliates that may come into the possession of any Agent-Related Person.

     10.07     Indemnification.

     Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Credit Party and without limiting the obligation of any Credit Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

     10.08     Individual Capacity.

     Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Credit Parties and their respective

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Affiliates as though Bank of America were not the Administrative Agent, the Security Trustee or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Credit Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Credit Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, Security Trustee or the L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

     10.09     Successors.

     The Administrative Agent may resign as Administrative Agent upon thirty days’ notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Security Trustee and L/C Issuer. If the Administrative Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent and a successor security trustee for the Lenders (with the consent of such appointee), which successor(s) shall be consented to by the Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor administrative agent and a successor security trustee from among the Lenders (with the consent of such appointee). Upon the acceptance of appointment as successor administrative agent hereunder, the Person acting as successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and L/C Issuer and the respective terms “Administrative Agent” and “L/C Issuer” shall mean such successor administrative agent and Letter of Credit issuer, and the retiring Administrative Agent’s appointment, powers and duties in such capacities shall be terminated without any other further act or deed on its behalf. Upon the acceptance of appointment as successor security trustee hereunder, the Person acting as successor security trustee shall succeed to all the rights, powers and duties of the retiring Security Trustee and the term “Security Trustee” shall mean such successor security trustee, and the retiring Security Trustee’s appointment, powers and duties in such capacity shall be terminated without any other further act or deed on its behalf. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent and Security Trustee, the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Security Trustee under this Credit Agreement. In addition, the resigning L/C Issuer shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(d)). If no successor(s) have accepted appointment as Administrative Agent and Security Trustee by the date thirty days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent and Security Trustee hereunder until such time, if any, as the Required Lenders appoint successor(s) as provided above.

     10.10     Administrative Agent May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the

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Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

     (a)     to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel (including Attorney Costs) and all other amounts due the Lenders and the Administrative Agent under Sections 2.08 and 11.04) allowed in such judicial proceeding; and

     (b)     to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel (including Attorney Costs), and any other amounts due the Administrative Agent under Sections 2.08 and 11.04.

     Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

     10.11     Collateral and Guaranty Matters.

     The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to do any of the following or to authorize the Security Trustee to do any of the following, as applicable:

     (a)     to release any Lien on any Property granted to or held by the Administrative Agent or the Security Trustee under any Credit Document (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition or Investment in any Person other than a Credit Party permitted hereunder or under any other Credit Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01;

     (b)     to subordinate any Lien on any Property granted to or held by the Administrative Agent or the Security Trustee under any Credit Document to the holder of any Lien on such Property that is permitted by Section 8.01(j); and

     (c)     to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent or, as applicable, the Security Trustee, to release or subordinate its

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interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.11.

     10.12     Security Trust Provisions.

     Each Credit Party, each Lender, the L/C Issuer and each Agent-Related Person acknowledges and agrees to the provisions set forth in Schedule 10.12 with respect to any Collateral Document executed and delivered by any Foreign Credit Party that transfers, mortgages, charges, assigns and/or vests, with respect to any Collateral identified therein, assets and rights in or to the Security Trustee.

     10.13     Other Agents; Arrangers and Managers.

     None of the Lenders or other Persons identified on the facing page or signature pages of this Credit Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Credit Agreement or in taking or not taking action hereunder.

ARTICLE XI

MISCELLANEOUS

     11.01     Amendments, Etc.

     No amendment or waiver of, or any consent to deviation from, any provision of this Credit Agreement or any other Credit Document, shall be effective unless consented to in writing by the Borrowers and the Required Lenders and acknowledged by the Administrative Agent, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

     (a)     unless also consented to in writing by each Lender directly affected thereby:

     (i)     extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.03 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

     (ii)     postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby;

     (iii)     reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be

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necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

     (iv)     change Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

     (v)     change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender directly affected thereby;

     (vi)     except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral without the written consent of each Lender directly affected thereby; or

     (vii)     release either Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Credit Documents without the written consent of each Lender directly affected thereby;

     (b)     unless also consented to in writing by Lenders holding in the aggregate more than 50% of the Revolving Commitments (or if the Revolving Commitments have been terminated or have expired, Lenders having more than 50% of the Outstanding Amount of Revolving Loans, L/C Obligations and participations therein), (i) waive any Default or Event of Default for purposes of Section 5.03, (ii) amend the manner of application of a mandatory prepayment to Revolving Loans and L/C Obligations under Section 2.04(c), (iii) amend or waive the provisions of Section 5.03, Section 7.12, Section 7.13, Article VIII, Article IX or this Section 11.01(b);

     (c)     unless also consented to in writing by Lenders holding in the aggregate more than 50% of the Outstanding Amount of the Domestic Term Loan, (i) amend the manner of application of any voluntary prepayment or mandatory prepayment to the Domestic Term Loan under Section 2.04(a) or (c), or (ii) amend or waive the provisions of this Section 11.01(c);

     (d)     unless also consented to in writing by Lenders holding in the aggregate more than 50% of the Outstanding Amount of the Foreign Term Loan, (i) amend the manner of application of any voluntary prepayment or mandatory prepayment to the Foreign Term Loan under Section 2.04(a) or (c), or (ii) amend or waive the provisions of this Section 11.01(d);

and, provided further, that (i) no amendment, waiver or consent shall, unless also consented to in writing by the L/C Issuer, affect the rights or duties of the L/C Issuer under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless also consented to in writing by the Security Trustee, affect the rights or duties of the Security Trustee under this Credit Agreement or any other Credit Document; (iii) no amendment, waiver or consent shall, unless also consented to in writing by the Administrative Agent, affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent

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hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (A) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (B) the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

     11.02     Notices and Other Communications; Facsimile Copies.

     (a)       General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

     (i)     if to the Borrowers, the Administrative Agent, the Security Trustee or the L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

     (ii)     if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrowers, the Administrative Agent, Security Trustee and the L/C Issuer.

     All such notices and other communications shall be deemed to be given, made or received upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent and the L/C Issuer pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

     (b)       Effectiveness of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Credit Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

     (c)       Limited Use of Electronic Mail. With respect to the Credit Documents, electronic mail and internet and intranet websites may be used only to distribute routine communications, such as

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financial statements and other information as provided in Section 7.02, and to distribute Credit Documents for execution by the parties thereto, and may not be used for any other purpose.

     (d)       Reliance. The Administrative Agent, the Security Trustee, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers; provided that such indemnity shall not be available to the extent such losses, costs, expenses and liabilities resulted from the gross negligence or willful misconduct of such Agent-Related Person or Lender. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

     11.03     No Waiver; Cumulative Remedies.

     No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

     11.04     Attorney Costs, Expenses and Taxes.

     BioReliance agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Credit Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

     11.05     Indemnification by the Borrowers.

     Whether or not the transactions contemplated hereby are consummated, the Borrowers agree to indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates,

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directors, officers, employees, counsel, agents, trustees, advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever (subject to the provisions of Sections 3.01 and 11.15 with respect to Taxes and Other Taxes) that may at any time be imposed on, incurred by or asserted against any such Indemnitee (whether by a Credit Party or any other Person) in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers, any Subsidiary or any other Credit Party, or any Environmental Liability related in any way to the Borrowers, any Subsidiary or any other Credit Party, or (d) any actual or threatened claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Credit Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Credit Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 11.05 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the assignment of its interests and obligations by any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

     11.06     Payments Set Aside.

     To the extent that any payment by or on behalf of any Credit Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

     11.07     Successors and Assigns.

     (a)       The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers

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may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

     (b)       Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (h) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each assignment of a Lender’s interests, rights and obligations hereunder shall be made as an assignment of a proportionate part of all of such assigning Lender’s interests, rights and obligations; (iii) any assignment must be approved by the Administrative Agent and any assignment of a Revolving Commitment must be approved by the L/C Issuer, in each case unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

     (c)       The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the

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Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

     (d)       Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Credit Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that extends the time for, reduces the amount or alters the application of proceeds with respect to such obligations and payments required therein that directly affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall, subject to clause (e) below, be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

     (e)       A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. With respect to the Revolving Commitment or the Domestic Term Loan, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless BioReliance is notified of the participation sold to such Participant and such Participant agrees, for the benefit of BioReliance, to comply with and be bound by Section 11.15 as though it were a Lender. With respect to the Foreign Term Loan, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Foreign Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Foreign Borrower, to comply with and be bound by Section 11.15 as though it were a Lender.

     (f)       Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     (g)       Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may (without notice to or the consent of any of the parties hereto) create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 11.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Credit

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Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Credit Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

     (h)       As used herein, the following terms have the following meanings:

     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved in writing by (i) the Administrative Agent and (ii) unless an Event of Default has occurred and is continuing, the Borrowers (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrowers’ Affiliates or Subsidiaries.

     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

     (i)       Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon thirty days’ notice to the Borrowers and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrowers shall be entitled to appoint from among the Lenders (with the consent of such appointee) a successor L/C Issuer hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(d)).

     11.08     Confidentiality.

     Each of the Administrative Agent, the Security Trustee and the Lenders agrees to maintain the confidentiality of Confidential Information, except that Confidential Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Law or regulations or by any subpoena or similar legal process; (d) to any other party to this Credit Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Credit Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Credit Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Credit Parties; (g) with the consent of BioReliance or any other Credit Party; (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Security Trustee or any Lender on a nonconfidential basis from a source

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other than the Borrower; (i) to the National Association of Insurance Commissioners or any other similar organization; or (j) to any nationally recognized rating agency that requires access to a Lender’s or an Affiliate’s investment portfolio in connection with ratings issued with respect to such Lender or Affiliate. In addition, the Administrative Agent, the Security Trustee and the Lenders may disclose the existence of this Credit Agreement and information about this Credit Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent, the Security Trustee and the Lenders in connection with the administration and management of this Credit Agreement, the other Credit Documents, the Commitments, and the Credit Extensions. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. For the purposes of this Section, “Confidential Information” means all information received from any Credit Party relating to any Credit Party or its business, other than any such information that is available to the Administrative Agent, the Security Trustee or any Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided that, in the case of information received from a Credit Party after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Notwithstanding anything herein to the contrary, “Confidential Information” shall not include any information with respect to the “tax treatment” and “tax structure” (in each case within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent, the Security Trustee or any Lender relating to such tax treatment and tax structure, and the Administrative Agent, the Security Trustee and each Lender may disclose to any and all Persons, without limitation of any kind (other than limitations provided by applicable Law), any such information; provided that with respect to any document or similar item that contains information concerning the tax treatment or tax structure of the transaction as well as Confidential Information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, the Letters of Credit and the transactions contemplated hereby.

     11.09     Set-off.

     In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and any Affiliate of any Lender is authorized at any time and from time to time, without prior notice to the Borrowers or any other Credit Party, any such notice being waived by the Borrowers (on their own behalf and on behalf of each Credit Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Credit Parties against any and all Obligations owing to such Lender hereunder or under any other Credit Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Credit Agreement or any other Credit Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

     11.10     Interest Rate Limitation.

     Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the

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principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

     11.11     Counterparts.

     This Credit Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     11.12     Integration.

     This Credit Agreement, together with the other Credit Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Credit Agreement and those of any other Credit Document, the provisions of this Credit Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Credit Document shall not be deemed a conflict with this Credit Agreement. Each Credit Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

     11.13     Survival of Representations and Warranties.

     All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     11.14     Severability.

     If any provision of this Credit Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Credit Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     11.15     Tax Forms.

     (a)       (i) Each Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “Foreign Lender”) shall deliver to each of the Borrowers and the Administrative Agent, prior to receipt of any payment subject to withholding under the Internal

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Revenue Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from withholding tax on all payments to be made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement) or such other evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Internal Revenue Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to each of the Borrowers and the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is satisfactory to the Borrowers and the Administrative Agent of any available exemption from United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers pursuant to this Credit Agreement and (B) promptly notify each of the Borrowers and the Administrative Agent of any change in circumstances that would modify or render invalid any claimed exemption.

     (ii)     Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Credit Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code and the treasury regulations promulgated thereunder, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.

     (iii)     The Borrowers shall not be required to pay or indemnify any additional amount to any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a) or (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 11.15(a); provided that if such Lender shall have satisfied the requirement of this Section 11.15(a) on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Credit Documents, nothing in this Section 11.15(a) shall relieve the Borrowers of their obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Credit Documents is not subject to withholding or is subject to withholding at a reduced rate.

     (iv)     The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Credit Documents with respect

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to which the Borrowers are not required to pay or indemnify additional amounts under Section 3.01 or this Section 11.15(a).

     (b)       Each Foreign Lender shall take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that a Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

     (c)       Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Internal Revenue Code, without reduction.

     (d)       If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

     (e)       The Foreign Borrower shall not be required to make any increased payment to a Lender under Section 3.01(a), or to indemnify any Lender under Section 3.01(d), with respect to Taxes imposed by the United Kingdom (“U.K. Taxes”;) on any payment made under a Credit Document if, on the date such payment is due:

     (i)     such payment could have been made to such Lender without imposition of U.K. Taxes if such Lender were a U.K. Qualifying Lender, but on the date of such payment, such Lender is not, or has ceased to be, a U.K. Qualifying Lender (other than as a result of any change after the date it became a Lender under this Credit Agreement in (or in the interpretation, administration, or application of) any law or treaty, or any published practice or concession of any relevant taxing authority);

     (ii)     such payment would have been made to such Lender without imposition of U.K. Taxes but for a direction under section 349C of the United Kingdom Taxes Act 1988 (as such provision had effect on the date on which such Lender became a party to this Credit Agreement) relating to such payment and the Foreign Borrower has previously notified such Lender of the precise terms thereof; or

     (iii)     such Lender is a U.K. Treaty Lender and the Foreign Borrower is able to demonstrate that such payment could have been made to such Lender without imposition of U.K. Taxes had such Lender complied with its obligations under subsection (f) below.

     (f)       A U.K. Treaty Lender shall, upon the written request of the Foreign Borrower, complete any procedural formalities necessary for the Foreign Borrower to obtain authorization to make payments under a Credit Document to any U.K. Treaty Lender without imposition of U.K. Taxes.

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     11.16     Source of Funds.

     Each of the Lenders hereby represents and warrants to the Borrowers that at least one of the following statements is an accurate representation as to the source of funds to be used by such Lender in connection with the financing hereunder:

     (a)     no part of such funds constitutes assets allocated to any separate account maintained by such Lender in which any employee benefit plan (or its related trust) has any interest;

     (b)     to the extent that any part of such funds constitutes assets allocated to any separate account maintained by such Lender, such Lender has disclosed to the Borrower the name of each employee benefit plan whose assets in such account exceed 10% of the total assets of such account as of the date of such purchase (and, for purposes of this subsection (b), all employee benefit plans maintained by the same employer or employee organization are deemed to be a single plan);

     (c)     to the extent that any part of such funds constitutes assets of an insurance company’s general account, such insurance company has complied with all of the requirements of the regulations issued under Section 401(c)(1)(A) of ERISA; or

     (d)     such funds constitute assets of one or more specific benefit plans that such Lender has identified in writing to BioReliance.

As used in this Section, the terms “employee benefit plan” and “separate account” shall have the respective meanings provided in Section 3 of ERISA.

     11.17     Governing Law.

     (a)       THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     (b)       ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NORTH CAROLINA SITTING IN CHARLOTTE, NORTH CAROLINA OR OF THE UNITED STATES FOR THE WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, THAT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

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     11.18     Waiver of Right to Trial by Jury.

     EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     11.19     Judgment Currency.

     If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Credit Parties in respect of any such sum due from them to the Administrative Agent or the Lenders hereunder or under the other Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”;) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”;), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent and/or the Lenders from the Credit Parties in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Lenders or such other Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent and/or the Lenders in such currency, the Administrative Agent and the Lenders agree to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under applicable Law).

     11.20     Parallel Debt.

     Subject to the provisions of Article IV:

     (a)     Each Credit Party hereby irrevocably and unconditionally undertakes to pay to the Security Trustee amounts equal to any amounts owing by such Credit Party to any Finance Party under any Credit Document as and when those amounts become due.

     (b)     Each Credit Party and the Security Trustee acknowledge that the obligations of each Credit Party under Section 11.20(a) are several and are separate and independent from, and shall not in any way affect, the corresponding obligations of such Credit Party to any Finance Party under any Credit Document (such Credit Party’s “Corresponding Debt”) provided that:

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     (i)     the amounts for which such Credit Party is liable under Section 11.20(a) (such Credit Party’s “Parallel Debt”) shall be decreased to the extent that such Credit Party’s Corresponding Debt has been irrevocably paid or (in the case of any guaranty obligations) discharged;

     (ii)     the Corresponding Debt of such Credit Party shall be decreased to the extent that such Credit Party’s Parallel Debt has been irrevocably paid or (in the case of guaranty obligations) discharged; and

     (iii)     the Parallel Debt of any Credit Party shall not exceed the Corresponding Debt of such Credit Party.

     (c)     For purposes of this Section 11.20, the Security Trustee acts in its own name and not as a trustee, and any claim made by the Security Trustee in respect of the Parallel Debt shall not be held in trust. The security interests granted under the Collateral Documents to the Security Trustee to secure the Parallel Debt is granted to the Security Trustee in its capacity as creditor in respect of the Parallel Debt and shall not be held in trust.

     (d)     All monies received or recovered by the Security Trustee pursuant to this Section 11.20, and all amounts received or recovered by the Security Trustee from or by the enforcement of any security interests granted to secure the Parallel Debt, shall be applied in accordance with Section 9.03.

     (e)     Without limiting or affecting the Security Trustee’s rights against the Credit Parties (whether under this Section 11.20 or under any other provision of the Credit Documents), each Credit Party acknowledges that:

     (i)     nothing in this Section 11.20 shall impose any obligation on the Security Trustee to advance any sum to any Credit Party or otherwise under any Credit Document in its capacity as Security Trustee; and

     (ii)     for the purpose of any vote taken under any Credit Document, the Security Trustee shall not be have any participation or commitment in its capacity as Security Trustee.

     11.21     Nature of Obligations of the Borrowers.

     (a)       The obligations of BioReliance hereunder shall be joint and several in nature for all Obligations owing hereunder or under the other Credit Documents (whether borrowed by BioReliance or by the Foreign Borrower), provided that (i) the obligations of BioReliance as a joint and several obligor hereunder in respect of the Foreign Obligations shall not in any event exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable Law, (ii) BioReliance shall not exercise any right of subrogation, indemnity, reimbursement or contribution against any Credit Party until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or been terminated, and (iii) BioReliance expressly waives any requirement that the Administrative Agent, the Security Trustee or any Lender, or any of their officers, agents or representatives, exhaust any right, power or remedy or first proceed under any of the Credit Documents or against any other Credit Party, any other Person or any Collateral with respect to the Obligations.

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     (b)       The obligations of the Foreign Borrower hereunder shall be several (and not joint) in nature and shall be limited to the Foreign Obligations, provided that the Foreign Borrower expressly waives any requirement that the Administrative Agent, the Security Trustee or any Lender, or any of their officers, agents or representatives, exhaust any right, power or remedy or first proceed under any of the Credit Documents or against any other Credit Party, any other Person or any Collateral with respect to the Foreign Obligations.

[signature pages follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written.

BORROWERS:	BIORELIANCE CORPORATION, a Delaware corporation, as a Borrower and, with respect to the Foreign Obligations, as a Guarantor
	By: ____________________________
	Name:
	Title:
Before this witness:	BIORELIANCE (GLASGOW) LTD., a Scottish private limited company, as a Borrower
By: ____________________	By: ____________________________
Name:	Name:
Title:	Title:
Address:
DOMESTIC GUARANTORS:	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware corporation
	By: ____________________________
	Name:
	Title:
	BIORELIANCE MANUFACTURING, LLC, a Delaware limited liability company
	By: ____________________________
	Name:
	Title:
	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware limited liability company
	By: ____________________________
	Name:
	Title:
	BIORELIANCE ACQUISITIONS, INC., a Delaware corporation
	By: ____________________________
	Name:
	Title:

FOREIGN GUARANTORS:	BIORELIANCE HOLDING GMBH, a German limited liability company
	By: ____________________________
	Name:
	Title:
	BIORELIANCE MANUFACTURING GMBH, a German limited liability company
	By: ____________________________
	Name:
	Title:
	BIORELIANCE GMBH, a German limited liability company
	By: ____________________________
	Name:
	Title:

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent and as Security Trustee
	By: ____________________________
	Name:
	Title:
LENDERS:	BANK OF AMERICA, N.A., as a Lender and as L/C Issuer
	By: ____________________________
	Name:
	Title:

Schedule 2.01

COMMITMENTS AND PRO RATA SHARES

				Pro Rata Share of			Domestic Term Loan
Lender		Revolving Commitment		Revolving Commitment			Commitment
Bank of America, N.A.		$	15,000,000.00		100	%	$	35,000,000.00
	Total:	$	15,000,000.00		100	%	$	35,000,000.00

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Pro Rata Share of					Pro Rata Share of
		Domestic Term Loan			Foreign Term Loan		Foreign Term Loan
Lender		Commitment			Commitment		Commitment
Bank of America, N.A.			100	%	$	10,000,000.00		100	%
	Total:		100	%	$	10,000,000.00		100	%

Schedule 2.07

MANDATORY COST RATE

     1.     The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank (the “Mandatory Cost”).

     2.     For the purposes of this Schedule:

     “Additional Cost Rate” has the meaning provided in paragraph 3 below;

     “Eligible Liabilities” has the meaning provided from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

     “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

     “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

     “Mandatory Cost” has the meaning provided in paragraph 1 above;

     “Special Deposits” has the meaning provided from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; and

     “Tariff Base” has the meaning provided in, and will be calculated in accordance with, the Fees Rules.

     3.     On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

     4.     The Additional Cost Rate for any Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Lending Office.

     5.     The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows:

in relation to a Loan denominated in British Pounds Sterling:

percent per annum

in relation to a Loan denominated in any currency other than British Pounds Sterling:

percent per annum

where:

        “A” is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

        “B” is the percentage rate of interest (excluding the Margin, the Mandatory Cost the Default Rate) payable for the relevant Interest Period on the Loan.

        “C” is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

        “D” is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest-bearing Special Deposits.

        “E” is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Mandatory Cost Reference Lender to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per British Pounds Sterling 1,000,000.

     6.     In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e., 5% will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

     7.     If requested by the Administrative Agent, the Mandatory Cost Reference Lender shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by the Mandatory Cost Reference Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by the Mandatory Cost Reference Lender as being the average of the Fee Tariffs applicable to the Mandatory Cost Reference Lender for that financial year) and expressed in pounds per British Pounds Sterling 1,000,000 of the Tariff Base of the Mandatory Cost Reference Lender.

     8.     Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

        (a) the jurisdiction of its Lending Office; and

        (b) any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

     9.     The percentages of each Lender for the purpose of A and C above and the rates of charge of the Mandatory Cost Reference Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its Lending Office.

     10.     The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate that over- or under-compensates any Lender and shall be entitled to assume that the information provided by any Lender or the Mandatory Cost Reference Lender pursuant to paragraphs 4, 7 and 8 above is true and correct in all respects.

     11.     The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and the Mandatory Cost Reference Lender pursuant to paragraphs 4, 7 and 8 above.

     12.     Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement.

     13.     The Administrative Agent may from time to time, after consultation with the Foreign Borrower and the Lenders, determine and notify to all parties to the Credit Agreement any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties to the Credit Agreement.

Schedule 10.12

SECURITY TRUST PROVISIONS

     1.     The Security Trustee shall, and the Administrative Agent, the L/C Issuer and each of the Lenders agree that it shall, hold any Collateral in which it has been granted a security interest by a Credit Party pursuant to the Credit Documents (the “Security Trust Property”) in trust for the benefit of the Administrative Agent, the L/C Issuer, each of the Lenders and each Affiliate of a Lender that enters into a Swap Contract with a Credit Party (collectively, the “Trust Secured Parties”) on the terms and subject to the conditions set out in this Schedule 10.12, in the Credit Agreement and in the other Credit Documents.

     Such trust shall not be established with regard to any Collateral Document that is expressed to be or is construed to be governed by German law or any Security Trust Property arising under any such Collateral document. This shall not limit Section 11.20(d) of the Credit Agreement, and the provisions of this Schedule 10.12 with respect to any Collateral Document that is expressed to be or is construed to be governed by German law or any Security Trust Property arising under any such Collateral Document to the extent they do not require the existence of a trust.

     2.     Indemnity out of Trust Property: The Security Trustee and any receiver, receiver and manager, administrative receiver, delegate, attorney, agent or other similar person appointed under any Collateral Document by the Security Trustee may indemnify itself out of the Security Trust Property against all liabilities, charges, claims, costs, expenses or losses incurred or sustained by such Person in relation to any Credit Document or in the exercise of any right or trust vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any Credit Document, except to the extent resulting from such Person’s own gross negligence or willful misconduct.

     3.     Retention of documents: The Security Trustee may take any steps it reasonably sees fit as to the holding of any title deeds and other documents relating to any of the assets subject to the Liens created by the Collateral Documents, including allowing the applicable Credit Party to retain them.

     4.     Investments: All moneys that under the trust created in this Credit Agreement are received or held by the Security Trustee may be invested in the name of or under the control of the Security Trustee in any investment then authorized by the laws of Scotland or New York for the investment by trustees of trust moneys, in any other investment selected by the Security Trustee or by placing the same on deposit in the name of or under the control of the Security Trustee at such bank or institution (including any Secured Party) as the Security Trustee thinks fit.

     5.     Distributions Deemed to be Made Gross: As between the Secured Parties, a Secured Party shall be deemed to have received from the Security Trustee any amount that the Security Trustee is at any time required by law to deduct or withhold on account of Taxes from any distribution made by the Security Trustee to such Person under any Credit Document. However, this shall not affect any right that such Person has against any Credit Party or any other Person (whether under a grossing-up provision or otherwise) but, as between the Secured Parties, any such indebtedness shall rank after all other Obligations of such Credit Party.

     6.     Basis of Distribution: For the purpose of any distribution by the Security Trustee, the Security Trustee may fix a date as at which the amount of the Obligations is to be calculated and may call for, and rely on, a certificate giving details of any sums due or owing to any Secured Party at the date fixed by the Security Trustee for that purpose and as to such other matters as the Security Trustee thinks fit to enable it to make that distribution.

     7.     Trustee Act: The Security Trustee shall have all the rights, privileges and immunities that gratuitous trustees have or may have under the laws of New York, even though it is entitled to remuneration.

     8.     No Duty to Collect Payments: The Security Trustee shall not have any duty to ensure that any payment or other financial benefit in respect of any of the assets subject to (or purportedly subject to) any Lien created by the Collateral Documents is duly and punctually paid, received or collected or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of such assets.

     9.     Perpetuity Period: This trust shall terminate no later than the date that is 80 years from the date of this Credit Agreement.

     10.     Appropriation: Each of the Credit Parties and the Secured Parties irrevocably waives any right to appropriate any payment to, or other sum received, recovered or held by, the Security Trustee in or towards payment of any particular part of the Obligations and agrees that the Security Trustee shall have the exclusive right to do so pursuant to the terms of this Credit Agreement. The Security Trustee’s right shall override any application made or purported to be made by any other Person.

     11.     Timing of Distributions: Distributions by the Security Trustee shall be made at such times as the Security Trustee in its absolute discretion determines to be as soon as reasonably practical, having regard to all relevant circumstances and pursuant to the terms of the Credit Documents.

     12.     Unwinding: Any distribution that later transpires to have been, or is agreed by the Security Trustee to have been, invalid, or that has to be refunded, shall be refunded to the Security Trustee (in the case of a distribution) and shall be deemed never to have been made.

     13.     Liability of Security Trustee: The Security Trustee shall not in any circumstances (either by reason of taking possession of the assets from time to time subject, or expressed to be subject, to any Lien created by the Collateral Documents or for any other reason whatsoever and whether as mortgagee in possession or on any other basis whatsoever) be liable to account to any Secured Party or any other Person for anything except for sums actually received by the Security Trustee that have not been distributed or paid to the Secured Parties or the Persons entitled to (or at the time of payment honestly and reasonably believed by the Security Trustee to be entitled to) such sums.

     14.     Certificates: The Security Trustee may call for a certificate of any Credit Party or any Secured Party signed on that Person’s behalf as to any matter or fact within the Knowledge of such Person that the Security Trustee requests for the performance of its functions under this Credit Agreement or any Collateral Document and may rely on any such certificate as to any fact or matters stated in such certificate.

     15.     Good Discharge to Security Trustee: An acknowledgement of receipt signed by the relevant Person to whom payments are to be applied under this paragraph shall be a good discharge of the Security Trustee and any payment by the Security Trustee to the Administrative Agent shall, pro tanto, discharge the Security Trustee’s liability to pay the same to the Secured Parties, and the Security Trustee shall not be obliged to see further to the application of such payments.

Exhibit A

FORM OF LOAN NOTICE

Date:______, 200______

To: Bank of America, N.A., as Administrative Agent

     Re:  Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

A Borrowing A Continuation A Conversion

of (select one):

Revolving Loans Domestic Term Loan Foreign Term Loan

1.     On: ______, 200______(which is a Business Day).

2.     In the amount of: ______.

3.     Applicable Currency: ______.

4.     Comprised of: ______(Type of Loan).

5.     For Eurocurrency Loans: with an Interest Period of ______months.

With respect to any Borrowing or any conversion or continuation requested herein, the undersigned Borrower hereby represents and warrants that (i) in the case of a Borrowing of Revolving Loans, such request complies with the requirements of Section 2.01(a) of the Credit Agreement and (ii) in the case of a Borrowing or any conversion or continuation, each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing or such conversion or continuation.

[BIORELIANCE CORPORATION]
[BIORELIANCE (GLASGOW) LTD.]

By:

Name:

Title:

Exhibit B-1

FORM OF REVOLVING NOTE

September 22, 2003

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

BIORELIANCE CORPORATION,
a Delaware corporation

By:

Name:

Title:

Exhibit B-2

FORM OF [DOMESTIC][FOREIGN] TERM NOTE

September 22, 2003

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each [Domestic] [Foreign] Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each [Domestic][Foreign] Term Loan from the date of such [Domestic][Foreign] Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. [Domestic][Foreign] Term Loans made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its [Domestic][Foreign] Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[BIORELIANCE CORPORATION]
[BIORELIANCE (GLASGOW) LTD.]

By:

Name:

Title:

Exhibit C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ______, 200______

To:

Bank of America, N.A., as Administrative Agent

Re:

Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the ______of BioReliance, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of BioReliance, and that:

[Use following paragraph 1 for fiscal year-end financial statements:]

[1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of BioReliance ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

[1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of BioReliance ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.]

2.     The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review of the transactions and condition (financial or otherwise) of each member of the Consolidated Group during the accounting period covered by the attached financial statements.

3.     A review of the activities of each member of the Consolidated Group during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Credit Parties have performed and observed all their respective Obligations under the Credit Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, each of the Credit Parties has performed and observed each covenant and condition of the Credit Documents applicable to it.]

[or:]

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4.     The representations and warranties of the Credit Parties contained in the Credit Agreement, any other Credit Document or any other certificate or document furnished at any time under or in connection with the Credit Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date.

5.     The financial covenant analyses and information set forth on Schedule 2 hereto are true and accurate on and as of the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______, 200______.

BIORELIANCE CORPORATION,
a Delaware corporation

By:

Name:

Title:

Exhibit D

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit and Guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”); provided, however, the Assignor shall remain entitled to the indemnities set forth in Section  11.05  of the Credit Agreement pursuant to the terms thereof. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an
		Affiliate/Approved Fund of [identify Lender]]
3.	Borrowers:	BioReliance Corporation, a Delaware corporation, and BioReliance (Glasgow) Ltd., a Scottish private limited company
4.	Administrative Agent:	Bank of America, N.A.
5.	Credit Agreement:	The Credit Agreement dated as of August 12, 2003 by and among the Borrowers, the Guarantors, the Lenders party thereto and the Administrative Agent

6. Assigned Interest:

	Aggregate Amount of	Amount of	Percentage Assigned
	Commitment/Loans	Commitment/Loans	of
Facility Assigned1	for all Lenders	Assigned2	Commitment Loans3

7.	Trade Date:	______4
8.	Effective Date:	______5

     ¹ Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Domestic Term Loan” or “Foreign Term Loan”)

     ² Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

     ³ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

     ⁴ To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

     ⁵ To be inserted by Administrative Agent and shall be the effective date of recordation of transfer in the register therefor.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:	[NAME OF ASSIGNOR]
	By:
	Name:
	Title:

ASSIGNEE:	[NAME OF ASSIGNEE]
	By:
	Name:
	Title:

[Consented to and] ⁶ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

[Consented to:]⁷

BIORELIANCE CORPORATION

By:

Name:

Title:

[Consented to:]⁸

BANK OF AMERICA, N.A., as L/C Issuer

By:

Name:

Title:

⁶ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁷ To be added only if the consent of the BioReliance is required by the terms of the Credit Agreement.

⁸ To be added only if the consent of the L/C Issuer is required by the terms of the Credit Agreement.

Annex 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS

1.     Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrowers or the Guarantors, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.     Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.     General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit E

FORM OF DOMESTIC JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this “Joinder Agreement”) dated as of ______, 200______is by and between ______, a ______(the “New Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

     The Credit Parties are required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Domestic Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:

     1.     The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Domestic Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Domestic Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Domestic Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Domestic Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

     2.     The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the New Subsidiary will be deemed to be a party to the Domestic Security Agreement and a “Grantor” for all purposes of the Domestic Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Domestic Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Domestic Security Agreement. Without limiting generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Subsidiary in and to the Collateral (as defined in the Domestic Security Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Domestic Security Agreement).

     3.     The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the New Subsidiary will be deemed to be a party to the Domestic Pledge Agreement and a “Pledgor” for all purposes of the Domestic Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as if it had executed the Domestic Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Domestic Pledge Agreement. Without limiting generality of the foregoing terms of this paragraph 3, the New Subsidiary hereby grants, pledges and assigns to the

Administrative Agent, for the benefit of the Lenders, a continuing security interest in, and a right of set off against, any and all right, title and interest of the New Subsidiary in and to the Capital Stock identified on Schedule 7 hereto and all other Pledged Collateral (as defined in the Domestic Pledge Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Domestic Pledge Agreement).

     4.     The New Subsidiary hereby represents and warrants to the Administrative Agent that:

        (a) The New Subsidiary’s exact legal name and state of formation are as set forth on the signature pages hereto.

        (b) The New Subsidiary’s chief executive office is located at the location set forth on Schedule 1 hereto.

        (c) Other than as set forth on Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its state of formation, been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof.

        (d) Schedule 3 hereto includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by the New Subsidiary in its own name, or to which the New Subsidiary is a party, as of the date hereof. None of the Copyrights, Patents and Trademarks of the New Subsidiary set forth in Schedule 4 hereto is the subject of any licensing or franchise agreement, except as set forth on Schedule 4 hereto.

        (e) Schedule 4 hereto includes all Commercial Tort Claims before any Governmental Authority by or in favor of the New Subsidiary.

        (f) Schedule 5 hereto lists all real property located in the United States that is owned or leased by the New Subsidiary as of the date hereof.

        (g) Schedule 6 hereto lists all locations in the United States of tangible personal property that is owned or leased by the New Subsidiary as of the date hereof.

        (h) Schedule 7 hereto includes all Subsidiaries of the New Subsidiary, including number of shares of outstanding Capital Stock, the certificate number(s) of the certificates evidencing such Capital Stock and the percentage of such Capital Stock owned by the New Subsidiary.

     5.     The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Credit Parties on Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing.

     6.     The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Section 4 of the Credit Agreement upon the execution of this Joinder Agreement by the New Subsidiary.

     7.     This Joinder Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

     8.     THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

[NEW SUBSIDIARY]

By:

Name:

Title:

Acknowledged and accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

EX-10.2 6 w89404exv10w2.htm EXHIBIT 10.2

Exhibit 10.2

AMENDMENT NO. 1 & CONSENT

     THIS AMENDMENT NO. 1 & CONSENT dated as of September 22, 2003 (this “Amendment”) of the Credit Agreement referenced below is by and among BIORELIANCE CORPORATION, a Delaware corporation (“BioReliance”), BIORELIANCE (GLASGOW) LIMITED, a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors and Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W I T N E S S E T H

     WHEREAS, a $60 million revolving credit and term loan facility has been established in favor of the Borrowers pursuant to the terms of that Credit Agreement dated as of August 12, 2003 (as amended and modified, the “Credit Agreement”) among the Borrowers, the Guarantors and Lenders party thereto and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer;

     WHEREAS, the parties hereto have agreed to certain modifications to the Credit Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     SECTION 1 Amendments to the Credit Agreement. The Credit Agreement is hereby amended in the following respects:

     1.1 Each of the cover page and the introductory paragraph is amended by replacing the reference to “BIORELIANCE (GLASGOW) LTD.” with “BIORELIANCE (GLASGOW) LIMITED” and the signature page to the Credit Agreement executed by the Foreign Borrower is replaced with a corrected signature page for the Foreign Borrower in the form attached as Schedule 1.1 hereto.

     1.2 Each of the following definitions in Section 1.01 (Defined Terms) is amended and replaced in its entirety to read as follows:

     “BUKH” means BioReliance UK Holdings Limited, a Scottish private limited company and Wholly Owned Subsidiary of BioReliance Acquisitions, Inc.

     “Q-One” means Q-One Biotech Group Limited, a Scottish private limited company.

     1.3 Section 5.02 (Conditions Precedent to the Initial Credit Extensions) is amended as follows:

     (a) Subsection (p) is amended by inserting a comma and deleting the word “and” immediately prior to the reference to “8.03” and by adding “and 8.04 (Fundamental Changes)” at the end thereof;

     (b) Each of subsections (a) and (b) of Section 5.02 is amended and replaced in its entirety to read as follows:

     (a) Joinder Agreements. Receipt by the Administrative Agent of duly executed counterparts of the Joinder Agreements of (i) BUKH joining such Person as a Domestic Guarantor and (ii) BUKS joining such Person as a Foreign Guarantor.

     (b) Other Credit Documents. Receipt by the Administrative Agent of duly executed counterparts of each of the Notes, the Domestic Security Agreement, the Domestic Pledge Agreement, each Foreign Security Agreement and each Foreign Pledge Agreement required to be delivered as of the Initial Funding Date, and each other document required to be delivered as of the Initial Funding Date in connection with any of the foregoing (provided each such document or agreement governed by Scottish law shall be an executed original rather than executed original counterparts).

     (c) Each of subsections (i) and (ii) of Section 5.02(e) is amended and replaced in its entirety to read as follows:

     (i) consolidated financial statements of the Consolidated Group for the fiscal years ended December 31, 2000, 2001 and 2002, including balance sheets and income and cash flow statements, prepared in conformity with GAAP and audited by independent public accountants of recognized national standing (the “BioReliance Financial Statements”);

     (ii) consolidated financial statements of Q-One and its Subsidiaries for the fiscal years ended March 31, 2001, 2002 and 2003, including balance sheets and income and cash flow statements, prepared in conformity with UK GAAP and audited by independent public accountants of recognized standing reasonably acceptable to the Administrative Agent (the “Q-One Financial Statements”);

     (d) Subsection (n) is amended and replaced in its entirety to read as follows:

     (n) [Intentionally omitted.]

     1.4 Each of Section 6.05 (Financial Statements) and Section 7.01 (Financial Statements) is amended by deleting each reference to the phrase “and consolidating” therein.

     1.5 Section 6.19 (Business Locations) is amended by deleting the phrase “located in the United States” therein.

     1.6 Subsection (b) of Section 7.13 (Pledged Capital Stock) is amended by inserting the phrase “subject to Section 7.18(b)” at the beginning of clause (iii) thereof.

     1.7 Section 7.18 (Post-Funding Deliveries) is amended and replaced in its entirety to read as follows:

     7.18 Post-Funding Deliveries.

     Deliver each of the following to the Administrative Agent, in each case in form and substance reasonably acceptable to the Administrative Agent:

     (a) Transaction Deliveries. Immediately following consummation of the Transaction, deliver:

     (i) each item required to be delivered pursuant to Sections 7.12(b), 7.13(b) (other than items referenced in clause (iii) thereof, which are subject to subsection (b) below) and 7.14(b);

2

     (ii) with respect to Satron, Q-One and each of their Subsidiaries (other than Quip Technology), duly executed notices of grant of security interest as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the intellectual property of such Credit Parties; and

     (iii) with respect to the Glasgow Mortgage and each Foreign Security Agreement executed by any of Satron, Q-One or any of their Subsidiaries, a Form 410 duly completed and executed in respect thereof;

     (iv) with respect to the Glasgow Mortgage, the Land Certificate relating thereto, the Charge Certificate in favor of Bank of Scotland relative to Q-One’s interest therein, a duly executed Discharge of the Standard Security comprised in such Charge Certificate, a Form 419a in respect of such Discharge, appropriate searches in the Land Register of Scotland evidencing Q-One’s exclusive ownership thereof and showing no Liens (other than Permitted Liens) affecting the same other than such Standard Security, Q-One’s Scottish counsel’s letter of obligation in usual Scottish form in respect of the Land Register and on behalf of Q-One in respect of the Register of Charges and all relevant registration forms and dues to enable the registration of the Glasgow Mortgage as a first charge over the same;

     (v) evidence (including certified copies of applicable documents and resolutions) that each of Satron, Q-One and each of their Subsidiaries (other than Quip Technology and Q-One Biotech, Inc.) has complied with Sections 151-158 of the UK Companies Act 1985 and receipt of an auditors’ non-statutory report and a board memorandum in relation to the net asset position of each such Person; and

     (vi) evidence that (A) the existing Indebtedness pursuant to that certain overdraft facility provided by the Bank of Scotland to Q-One has been terminated (provided that Q-One may continue to maintain current, deposit, checking and other operating accounts with the Bank of Scotland) and (B) all Liens (other than Permitted Liens) securing obligations in connection with such Indebtedness have been released.

     (b) Pledge of Stock of Subsidiaries of the Foreign Borrower. Within thirty days of the Initial Funding Date, deliver:

     (i) each of the items referenced in clause (iii) of Section 7.13(b), and all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent or the Security Trustee pursuant to any Foreign Pledge Agreement delivered pursuant thereto, together with duly executed in blank, undated stock powers attached thereto (unless such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of incorporation of such Person), provided that it is acknowledged that the Foreign Borrower may, after the Initial Funding Date, request the Lenders to consent to the extension of the thirty-day period for the delivery of items in this subsection (b) so as to permit the adjudication of UK stamp duty on the transfers of shares in Q-One and Satron to be submitted after the final determination of the purchase price for such shares pursuant to the purchase price adjustment provision in the Purchase Agreement;

     (ii) with respect to each of Satron, Q-One and each of their Subsidiaries (other than Quip Technology and Q-One Biotech, Inc.), a certified copy of the register of shareholders for such Person (A) evidencing that the Security Trustee has been registered as holder of the issued share capital of such Person as required under Section 7.13 pursuant to the applicable Foreign Pledge Agreement and (B) identifying the registered

3

holders of all of the issued share capital of such Person immediately prior to such registry of the Security Trustee; and

     (iii) with respect to the foregoing pledges, evidence of payment of taxes (or exemption therefrom or any provisional adjudication in respect thereof) in respect of such pledged shares, filings and related deliveries reasonably necessary in connection therewith to perfect the security interests therein, and opinions of counsel (provided that, with respect to enforceability of any documents executed by a Foreign Credit Party, such opinions shall be of counsel to the Administrative Agent).

     (c) Mortgaged Property Deliveries.

     (i) Within ninety days of the Initial Funding Date, deliver a duly executed leasehold Mortgage with respect to the leasehold interest of BioReliance in 9900 Blackwell Road, Rockville, Maryland 20850, together with a standard ALTA (or reasonably equivalent) mortgagee title insurance commitment marked-up (the “Marked Commitment”), reasonably acceptable to the Administrative Agent, insuring the priority of such Mortgage over all other liens on such Property (other than Permitted Liens, including the Leasehold Deed of Trust and Security Agreement in favor of Bank of America securing the obligations of the borrowers under that certain Amended and Restated Replacement Loan Agreement dated as of October 31, 1997 among BioReliance (successor in interest to Microbiological Associates, Inc.), the other borrowers party thereto and Bank of America (successor in interest to NationsBank, N.A., successor in interest to Maryland National Bank) evidencing a term loan in the current outstanding principal amount of approximately $2.2 million), together with copies of recorded documentation relating to any exceptions,

     (ii) within thirty days of the date of receipt of the recorded Mortgage, deliver a standard ALTA (or reasonably equivalent) mortgagee policy consistent with the Marked Commitment, and

     (iii) not later than delivery of the mortgagee policy pursuant to clause (ii) above, to the extent necessary in connection with the issuance thereof, deliver a copy of a recent ALTA (or reasonably equivalent) survey of such Mortgaged Property by registered engineers or land surveyors.

     (d) Evidence of Insurance. Within ninety days of the Initial Funding Date, deliver copies of insurance policies or certificates of insurance of the Foreign Credit Parties and their Subsidiaries evidencing liability, flood hazard and casualty insurance meeting the requirements set forth in the Credit Documents, including naming the Security Trustee as additional interest on behalf of the Lenders.

     1.8 Each of subsections (d) and (j) of Section 8.02 (Investments) is amended and replaced in its entirety to read as follows:

     (d) Investments by any Domestic Credit Party in any Foreign Credit Party in an aggregate amount for all such Investments in Foreign Credit Parties not to exceed at any time outstanding the sum of $5,000,000 less the aggregate amount of Dispositions permitted pursuant to Section 8.05(g);

     (j) Investments made in or to the Foreign Borrower (directly or indirectly) for the purpose of enabling the Foreign Borrower to make payments of principal and interest owing on

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Foreign Term Loan to the extent, but only to the extent, that such amounts are not otherwise available to the Foreign Borrower and a payment default would otherwise result; and

     1.9 Subsection (g) of Section 8.05 (Dispositions) is amended and replaced in its entirety to read as follows:

     (g) Dispositions of property by the Domestic Credit Parties to any Foreign Credit Party in an aggregate amount for all such Dispositions to Foreign Credit Parties not to exceed the sum of $5,000,000 less the aggregate amount of Investments permitted pursuant to Section 8.02(d) outstanding at such time; and

     1.10 Subsection (a) of Section 11.01 (Amendments, Etc.) is amended and replaced in its entirety to read as follows:

     (a) unless also consented to in writing by each Lender directly affected thereby:

     (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.03 or of any Default or Event of Default is not considered an extension or increase in Commitments of any Lender);

     (ii) postpone any date fixed by this Credit Agreement or any other Credit Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, or waive any condition precedent set forth in Section 5.03 during the continuance of any Event of Default under Section 9.01(a);

     (iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Credit Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

     (iv) change Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby;

     (v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;

     (vi) waive the pledge of any Collateral under Section 7.13(a) and (b) or Section 7.14(a) and (b) or, except in connection with a Disposition permitted under Section 8.05, release all or substantially all of the Collateral; or

     (vii) waive the joinder of any Subsidiary under Section 7.12(a) and (b), or release either Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors, from its or their obligations under the Credit Documents;

     SECTION 2 Consent. Notwithstanding the provisions of Section 8.13(c) of the Credit Agreement, the Lenders hereby consent to allow the Credit Parties to change the legal name of (a) Q-One Biotech Limited, a Scottish private limited company, to “BioReliance Biotech Limited” and (b) Q-One

5

Biotech, Inc., a Delaware corporation, to “BioReliance Biotech, Inc.”; in each case not earlier than one Business Day following (i) the consummation of the Transaction, (ii) the joinder of such Person as a Guarantor under the Credit Agreement and (iii) the execution and delivery of the security documents to be entered in connection with such joinder.

     SECTION 3 Conditions Precedent.

     3.1 This Amendment shall be effective immediately upon receipt by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, of each of the following:

(a)	counterparts of this Amendment duly executed by each Credit Party; and
(b)	counterparts of this Amendment duly executed by each Lender.

     SECTION 4 Miscellaneous.

     4.1 Immediately upon the effectiveness of this Amendment, the term “Credit Agreement” (as used in any of the Credit Documents) shall mean the Credit Agreement as amended and modified hereby. Except as amended and modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.

     4.2 The Credit Parties hereby affirm that, after giving effect to this Amendment, (a) the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and complete in all material respects as of the date hereof (except those which expressly relate to an earlier period) and (b) no Default or Event of Default exists or is continuing.

     4.3 Each Credit Party hereby represents and warrants that (a) the execution, delivery and performance by such Credit Party of this Amendment has been duly authorized by all necessary corporate or other organizational action; (b) such Credit Party has duly executed and delivered this Amendment; (c) this Amendment constitutes a legal, valid and binding obligation of such Credit Party, enforceable against each such Credit Party in accordance with its terms except as may be limited by applicable Debtor Relief Laws or general principles of equity; (d) this Amendment does not (i) contravene the terms of such Credit Party’s Organization Documents, (ii) conflict with or result in any material breach or contravention of, or the creation of any Lien under (A) any material Contractual Obligation to which such Credit Party is a party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Credit Party or its property is subject or (iii) violate any Law; and (e) other than those that have already been obtained and are in full force and effect, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person with respect to any material Contractual Obligation is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, any Credit Party of this Amendment or (ii) admissibility in evidence of this Amendment under Scottish law.

     4.4 Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms such Guarantor’s obligations under the Credit Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Guarantor’s obligations under the Credit Documents.

     4.5 BioReliance agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.

     4.6 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this

6

Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed counterpart and shall constitute a representation that such party’s original executed counterpart will be delivered promptly.

     4.7 THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:	BIORELIANCE CORPORATION, a Delaware corporation, as a Borrower and, with respect to the Foreign Obligations, as a Guarantor
	By:
	Name:
	Title:
Before this witness:	BIORELIANCE (GLASGOW) LIMITED, a Scottish private limited company, as a Borrower
By:	By:
Name:	Name:
Title:	Title:
Address:
DOMESTIC GUARANTORS:	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware corporation
	By:
	Name:
	Title:
	BIORELIANCE MANUFACTURING, LLC, a Delaware limited liability company
	By:
	Name:
	Title:
	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware limited liability company
	By:
	Name:
	Title:
	BIORELIANCE ACQUISITIONS, INC. , a Delaware corporation
	By:
	Name:
	Title:

FOREIGN GUARANTORS:	BIORELIANCE HOLDING GMBH, a German limited liability company
	By:
	Name:
	Title:
	BIORELIANCE MANUFACTURING GMBH, a German limited liability company
	By:
	Name:
	Title:
	BIORELIANCE GMBH, a German limited liability company
	By:
	Name:
	Title:

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent and as Security Trustee
	By:
	Name:
	Title:
LENDERS:	BANK OF AMERICA, N.A., as a Lender and as L/C Issuer
	By:
	Name:
	Title:

Schedule 1.1

     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written.

	BORROWERS: BIORELIANCE CORPORATION, a Delaware corporation, as a Borrower and, with respect to the Foreign Obligations, as a Guarantor
	By:
	Name:
	Title:
Before this witness:	BIORELIANCE (GLASGOW) LIMITED, a Scottish private limited company, as a Borrower
By:	By:
Name:	Name:
Title:	Title:
Address:
DOMESTIC GUARANTORS:	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware corporation
	By:
	Name:
	Title:
	BIORELIANCE MANUFACTURING, LLC, a Delaware limited liability company
	By:
	Name:
	Title:
	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware limited liability company
	By:
	Name:
	Title:
	BIORELIANCE ACQUISITIONS, INC. , a Delaware corporation
	By:
	Name:
	Title:

EX-10.3 7 w89404exv10w3.htm EXHIBIT 10.3

Exhibit 10.3

Exhibit B-1

FORM OF REVOLVING NOTE

September 22, 2003

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Loans made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

BIORELIANCE CORPORATION,
a Delaware corporation

By:

Name:

Title:

EX-10.4 8 w89404exv10w4.htm EXHIBIT 10.4

Exhibit 10.4

Exhibit B-2

FORM OF [DOMESTIC][FOREIGN] TERM NOTE

September 22, 2003

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to ______or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each [Domestic] [Foreign] Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”) dated as of August 12, 2003 among BioReliance Corporation, a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Ltd., a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each [Domestic][Foreign] Term Loan from the date of such [Domestic][Foreign] Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. [Domestic][Foreign] Term Loans made by the Lender may be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its [Domestic][Foreign] Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[BIORELIANCE CORPORATION]
[BIORELIANCE (GLASGOW) LTD.]

By:

Name:

Title:

EX-10.5 9 w89404exv10w5.htm EXHIBIT 10.5

Exhibit 10.5

SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”) dated as of September 22, 2003 is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties referenced below.

W I T N E S S E T H

     WHEREAS, pursuant to that Credit Agreement dated as of August 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BioReliance Corporation, Inc., a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Limited, a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein (the “Guarantors”), the Lenders identified therein and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer, the Lenders have agreed to provide credit facilities to the Borrowers; and

     WHEREAS, this Security Agreement is required under the terms of the Credit Agreement;

     NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Definitions.

     (a)  Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement. In addition, the following terms, which are defined in the UCC as in effect in the State of New York on the date hereof, are used as defined therein: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber (to the extent and within the meaning set forth in Section 9-102(44) of the UCC), Supporting Obligation and Tangible Chattel Paper.

     (b)  For purposes of this Security Agreement, the term “Lender” shall include any Affiliate of the Lender that has entered into a Swap Contract with any Credit Party to the extent permitted under the Credit Agreement.

     (c)  As used herein:

     “Collateral” has the meaning provided in Section 2.

     “Copyright License” means any written agreement, naming any Grantor as licensor, granting any right under any Copyright including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement.

     “Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings and applications in the United States Copyright Office including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18

of the Credit Agreement, and (b) all renewals thereof including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement.

     “Patent License” means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent, including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement.

     “Patents” means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including any letters patent referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement.

     “Secured Obligations” means, without duplication, (a) all obligations (including the Foreign Obligations) of any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party and (c) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations, including Attorney Costs.

     “Secured Parties” means the holders of the Secured Obligations.

     “Trademark License” means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark, including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement.

     “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including any thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the Credit Agreement, and (b) all renewals thereof.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

     “Work” means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.

     2.     Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all personal property of such Grantor of whatever type or description, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”), including the following:

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(a)	all Accounts;
(b)	all cash and currency;
(c)	all Chattel Paper;
(d)	those Commercial Tort Claims identified on Schedule 2(d) attached hereto;
(e)	all Copyrights;
(f)	all Copyright Licenses;
(g)	all Deposit Accounts;
(h)	all Documents;
(i)	all Equipment;
(j)	all Fixtures;
(k)	all General Intangibles;
(l)	all Instruments;
(m)	all Inventory;
(n)	all Investment Property;
(o)	all Letter-of-Credit Rights;
(p)	all Patents;
(q)	all Patent Licenses;
(r)	all Software;
(s)	all Supporting Obligations;
(t)	all Trademarks;
(u)	all Trademark Licenses; and
(v)	to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing.

\

     Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement and the provisions hereof shall not extend to any Excluded Property.

     The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (1) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising, and (2) is not to be

2

construed as an assignment of any Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.

     3.     Provisions Relating to Accounts.

     (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

     (b) At any time after the occurrence and during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, any Accounts and (iii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

     4.     Representations and Warranties. Each Grantor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that as of the date hereof, the date of each Request for Credit Extension (excluding conversions and continuations) and the date of each Credit Extension:

     (a) Legal Name; Chief Executive Office. As of the date hereof:

     (i) Such Grantor’s exact legal name, state of incorporation or formation, principal place of business and chief executive office are as set forth on Schedule 4(a)(i) attached hereto.

     (ii) Other than as set forth on Schedule 4(a)(ii) attached hereto, such Grantor has not been party to a merger, consolidation or other change in structure or used any other legal name or tradename, or had any other state of incorporation or formation, principal place of business or chief executive office in the prior four months.

     (b) Ownership. Such Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same.

     (c) Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral of such

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Grantor and, when properly perfected by filing appropriate financing statements under the UCC, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest in such Collateral can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

     (d) Types of Collateral. None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or Standing Timber.

     (e) Accounts. (i) Each Account of such Grantor and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each such Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered or to be rendered by such Grantor to, the account debtor named therein, (iii) no Account of a Grantor with a value in excess of $100,000 individually (or $1 million for all such Accounts) is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has been theretofore endorsed over and delivered to, or submitted to the control of, the Administrative Agent and (iv) no surety bond was required or given in connection with any Account of a Grantor or the contracts or purchase orders out of which they arose.

     (f) Inventory. No Inventory is held by any Person other than such Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement.

     (g) Copyrights, Patents and Trademarks.

     (i) As of the date hereof, Schedule 6.18 to the Credit Agreement includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by such Grantor in its own name, or to which such Grantor is a party.

     (ii) Except as set forth on Schedule 4(g) attached hereto, as such schedule may be updated from time to time by BioReliance by delivery to the Administrative Agent of a written update thereto (which update shall be deemed to modify Schedule 4(g)):

     (A) to such Grantor’s Knowledge, each material Copyright, Patent and Trademark of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned;

     (B) to such Grantor’s Knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any material Copyright, Patent or Trademark of such Grantor; and

     (C) no action or proceeding is pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark of such Grantor, or that, if adversely determined, would reasonably be expected to have a material adverse effect on the value to such Grantor of any such Copyright, Patent or Trademark.

     (iii) All applications pertaining to any material Copyrights, Patents and Trademarks of such Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued.

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     (iv) Such Grantor has not made any assignment or agreement in conflict with the security interest in any material Copyright, Patent or Trademark of such Grantor hereunder.

     5.     Covenants. Each Grantor covenants with respect to the Collateral in which it has granted a security interest pursuant hereto that, so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated, such Grantor shall:

     (a) Other Liens. Defend title to the Collateral against the claims and demands of all other parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, in each case except as permitted under the Credit Agreement.

     (b) Preservation of Collateral. Keep the Collateral in good order, condition and repair and not use the Collateral in violation of the provisions of this Security Agreement or any other Credit Document.

     (c) Instruments/Tangible Chattel Paper/Documents. If any amount payable in excess of $100,000 individually (or $1 million for all such amounts payable) under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property in excess of $100,000 (or $1 million for all such property) constituting Collateral shall be stored or shipped subject to a Document, such Grantor shall ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent, is immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any such Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.

     (d) Change in Structure, Location or Type. Not, without complying with Section 8.13 of the Credit Agreement, change its name or state of formation or be party to a merger, consolidation or other change in structure or use any tradename other than as set forth on Schedule 4(a)(ii) attached hereto.

     (e) Inspection. Allow inspections of the Collateral as set forth in Section 7.10 of the Credit Agreement.

     (f) Authorization. Authorize the Administrative Agent to prepare and file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably deem necessary, appropriate or convenient in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. The collateral descriptions on any such financing statements may be broader or more general than the description of the Collateral under this Security Agreement.

     (g) Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests

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granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. Each Grantor authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or other instruments as the Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. The collateral descriptions on any such financing statements may be broader or more general than the description of the Collateral under this Security Agreement. Each Grantor shall deliver to the Administrative Agent such agreements, assignments or instruments as the Administrative Agent may reasonably request to assure the Administrative Agent of the continued priority and perfection of the security interests granted hereunder. Each Grantor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the Secured Parties and subject to the Administrative Agent’s instructions.

     (h) Control. Execute and deliver all agreements, assignments, instruments or other documents as the Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of Article 9 of the UCC with respect to any Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

     (i) Collateral held by Warehouseman, Bailee, etc. If any Collateral in excess of $100,000 individually (or $1 million for all such Collateral) is at any time in the possession or

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control of a warehouseman, bailee, agent or processor of such Grantor, (i) notify the Administrative Agent of such possession or control, (ii) notify such Person of the Administrative Agent’s security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and, following the occurrence and during the continuance of an Event of Default, subject to the Administrative Agent’s instructions and (iv) use its commercially reasonable efforts to obtain an acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent.

     (j) Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than (i) as normal and customary in the ordinary course of a Grantor’s business, (ii) as required by law, (iii) as would not reasonably be expected to have a material adverse effect on the value of such Collateral or (iv) otherwise with the consent of the Administrative Agent, which shall not be unreasonably withheld or delayed.

     (k) Covenants Relating to Copyrights. With respect to all material Copyrights of such Grantor that are Collateral hereunder:

     (i) Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, (A) not do any act or knowingly omit to do any act whereby any such Copyright becomes invalidated and not do any act, or knowingly omit to do any act, whereby any such Copyright becomes injected into the public domain; (B) notify the Administrative Agent immediately if it knows that any such Copyright may become injected into the public domain or of any adverse determination or development (including the institution of, or any such determination or development in, any court or tribunal in the United States or any other country) regarding a Grantor’s ownership of any such Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of each such Copyright owned by a Grantor including filing of applications for renewal where necessary; and (D) promptly notify the Administrative Agent of any material infringement of any such Copyright of a Grantor of which it becomes aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement.

     (ii) Not make any assignment or agreement in conflict with the security interest in such Copyrights of each Grantor hereunder.

     (l) Covenants Relating to Patents and Trademarks. With respect to all material Patents and Trademarks of such Grantor that are Collateral hereunder:

     (i) (A) Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, continue to use each such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest

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in such mark pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated.

     (ii) Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, not do any act, or omit to do any act, whereby any such Patent may become abandoned or dedicated.

     (iii) Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, notify the Administrative Agent immediately if it knows that any application or registration relating to any such Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding such Grantor’s ownership of any such Patent or Trademark or its right to register the same or to keep and maintain the same.

     (iv) Take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of any Patent or Trademark that is material to the conduct of the business of such Grantor, including filing of applications for renewal, affidavits of use and affidavits of incontestability.

     (v) Promptly notify the Administrative Agent after it learns that any Patent or Trademark that is material to the conduct of the business of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

     (vi) Not make any assignment or agreement in conflict with the security interest in any such Patents or Trademarks of such Grantor hereunder.

     (m) New Patents, Copyrights and Trademarks. Concurrently with the delivery of each Compliance Certificate pursuant to Section 7.02(a) of the Credit Agreement at the end of each fiscal quarter, provide the Administrative Agent with (i) a listing of all applications, if any, for new Copyrights, Patents or Trademarks (together with a listing of the issuance of registrations or letters on present applications), which new applications and issued registrations or letters shall be subject to the terms and conditions hereunder, and (ii) (A) with respect to Copyrights, a duly executed Notice of Security Interest in Copyrights, (B) with respect to Patents, a duly executed Notice of Security Interest in Patents, (C) with respect to Trademarks, a duly executed Notice of Security Interest in Trademarks or (D) such other duly executed documents as the Administrative Agent may reasonably request in a form acceptable to counsel for the Administrative Agent and suitable for recording to evidence the security interest in the Copyright, Patent or Trademark that is the subject of such new application.

     (n) Insurance. Insure, repair and replace the Collateral of such Grantor as set forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the Administrative Agent hereunder.

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     (o) Commercial Tort Claims.

     (i) Promptly notify the Administrative Agent in writing of the initiation of any Commercial Tort Claim before any Governmental Authority by or in favor of such Grantor or any of its Subsidiaries.

     (ii) Execute and deliver such statements, documents and notices and do and cause to be done all such things as the Administrative Agent may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain the Administrative Agent’s security interest in any Commercial Tort Claim.

     6.     Advances by Administrative Agent. On failure of any Grantor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 25) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate specified in the Credit Agreement for Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Security Agreement, the other Credit Documents or any other documents relating to the Secured Obligations. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     7.     Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Credit Documents, in any other documents relating to the Secured Obligations, or by law (including levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public

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sale and agrees that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent all reasonable documented costs and expenses incurred by the Administrative Agent (including Attorney Costs and court costs) in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the Secured Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including any of the foregoing arising in, arising under or related to a case under Debtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to BioReliance in accordance with the notice provisions of Section 16 at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place.

     (b) Remedies relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Administrative Agent. In addition, the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Administrative Agent in the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and Attorney Costs suffered or incurred by the Administrative Agent (the “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of the Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Grantor, its

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directors, shareholders or creditors or a Secured Party or any other Person (including any Person that may be indemnified by such Grantor pursuant to the Credit Documents) is otherwise a party thereto.

     (c) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral.

     (d) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the Secured Parties to exercise any right, remedy or option under this Security Agreement, any other Credit Document, any other documents relating to the Secured Obligations, or as provided by law, or any delay by the Administrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent shall only be granted as provided herein. To the extent permitted by law, neither the Administrative Agent nor any party acting as attorney for the Administrative Agent shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agent under this Security Agreement shall be cumulative and not exclusive of any other right or remedy that the Administrative Agent or the Secured Parties may have.

     (e) Retention of Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.

     (f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 25), together with interest thereon at the Default Rate specified in the Credit Agreement for Revolving Loans that are Base Rate Loans, together with the reasonable costs of collection and Attorney Costs. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned promptly to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     8.     Release of Collateral. Upon request, the Administrative Agent shall promptly deliver to BioReliance (at BioReliance’s expense) appropriate release documentation to the extent the release of Collateral is permitted under, and on the terms and conditions set forth in, the Credit Agreement; provided that any such release, or the substitution of any of the Collateral for other Collateral, will not alter, vary or diminish in any way the force, effect, lien, pledge or security interest of this Security Agreement as to any and all Collateral not expressly released or substituted, and this Security Agreement shall continue as a first priority lien (subject to Permitted Liens) on any and all Collateral not expressly released or substituted.

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9. Rights of the Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may reasonably deem appropriate;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate;

     (iv) to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;

     (v) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;

     (vi) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

     (vii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;

     (viii) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

     (ix) to adjust and settle claims under any insurance policy relating thereto;

     (x) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein;

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     (xi) to institute any foreclosure proceedings that the Administrative Agent may reasonably deem appropriate; and

     (xii) to do and perform all such other acts and things as the Administrative Agent may reasonably deem appropriate or convenient in connection with the Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

     (b) Assignment by the Administrative Agent. The Administrative Agent may, pursuant to Section 10.09 of the Credit Agreement, from time to time assign the Secured Obligations and any portion thereof and/or the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Security Agreement in relation thereto.

     (c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7, the Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale.

     10.     Rights of Required Lenders. Upon resignation of the Administrative Agent pursuant to the provisions of Section 10.09 of the Credit Agreement, and until such time, if any, that a successor administrative agent accepts appointment pursuant to the terms thereof, the Required Lenders shall be entitled to all of the rights, remedies and indemnities (and to the extent of the exercise by the Required Lenders of such rights and remedies and claims by the Required Lenders with respect to such indemnities, subject to all of the duties and obligations) of the Administrative Agent hereunder.

     11.     Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement or other document relating to the Secured Obligations, and each Grantor irrevocably waives the right to direct the application of such

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payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     12.     Costs of Counsel. At all times hereafter, whether or not upon the occurrence of an Event of Default, the Grantors agree to promptly pay upon demand any and all reasonable costs and expenses (including Attorney Costs) of the Administrative Agent (a) as required under Section 11.04 of the Credit Agreement and (b) as necessary to protect the Collateral or to exercise any rights or remedies under this Security Agreement or with respect to any of the Collateral. All of the foregoing costs and expenses shall constitute Secured Obligations hereunder.

     13.     Continuing Agreement.

     (a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Security Agreement shall be automatically terminated and the Administrative Agent shall, promptly upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Security Agreement.

     (b) This Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     14.     Amendments and Waivers. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     15.     Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and its successors and permitted assigns; provided, however, that none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement (other than as expressly permitted thereunder). To the fullest extent permitted by law, each Grantor hereby releases the Administrative Agent and each Secured Party, their respective successors and assigns and their respective officers, attorneys, employees and agents, from any liability for any act or omission or any error of judgment or mistake of fact or of law relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such Secured Party, or their respective officers, attorneys, employees or agents.

     16.     Notices. All notices required or permitted to be given under this Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

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     17.     Counterparts. This Security Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart.

     18.     Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement.

     19.     Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Security Agreement may be brought in the state or federal courts located in Charlotte, North Carolina, and, by execution and delivery of this Security Agreement, each Grantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such courts. Each Grantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 16, such service to become effective three days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Grantor in any other jurisdiction.

     (b) Each Grantor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Security Agreement brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

     20.     Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     21.     Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     22.     Entirety. This Security Agreement, the other Credit Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

     23.     Survival. All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Security Agreement, the other Credit Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

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     24.     Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the Secured Parties under this Security Agreement, under any of the other Credit Documents or under any other document relating to the Secured Obligations.

     25.     Joint and Several Obligations of Grantors.

     (a)  Subject to subsection (c) of this Section 25, each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.

     (b)  Subject to subsection (c) of this Section 25, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Credit Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them.

     (c)  Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state law).

[remainder of page intentionally left blank]

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     Each of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	BIORELIANCE CORPORATION,
	a Delaware corporation
	By:
	Name:
	Title:
	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware
	corporation
	By:
	Name:
	Title:
	BIORELIANCE MANUFACTURING, LLC, a Delaware limited
	liability company
	By:
	Name:
	Title:
	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware
	limited liability company
	By:
	Name:
	Title:
	BIORELIANCE ACQUISITIONS, INC. , a Delaware corporation
	By:
	Name:
	Title:

Accepted and agreed to as of the date first above written.

Bank of America, N.A.,
as Administrative Agent

By:

Name:

Title:

SCHEDULE 5(f)(i)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

COPYRIGHTS

United States Copyright Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of September      , 2003 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties.

The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,

[Grantor], a Delaware corporation

By:

Name:

Title:

Grantor’s Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

SCHEDULE 5(f)(ii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

PATENTS

United States Patent and Trademark Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of September      , 2003 (the “Security Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the patents and patent applications set forth on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties.

The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the patents and patent applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application.

Very truly yours,

[Grantor], a Delaware corporation

By:

Name:

Title:

Grantor’s Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

SCHEDULE 5(f)(iii)

NOTICE

OF

GRANT OF SECURITY INTEREST

IN

TRADEMARKS

United States Patent and Trademark Office

Ladies and Gentlemen:

Please be advised that pursuant to the Security Agreement dated as of September      , 2003 (the “Security Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon, the trademarks and trademark applications set forth on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties.

The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,

[Grantor], a Delaware corporation

By:

Name:

Title:

Grantor’s Address:

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

EX-10.6 10 w89404exv10w6.htm EXHIBIT 10.6

Exhibit 10.6

PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Pledge Agreement”) dated as of September 22, 2003 is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

W I T N E S S E T H

     WHEREAS, pursuant to that Credit Agreement dated as of August 12, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BioReliance Corporation, Inc., a Delaware corporation (“BioReliance”), BioReliance (Glasgow) Limited, a Scottish private limited company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”), the Guarantors identified therein (the “Guarantors”), the Lenders identified therein and Bank of America, N.A., as Administrative Agent, Security Trustee and L/C Issuer, the Lenders have agreed to provide credit facilities to the Borrowers; and

     WHEREAS, this Pledge Agreement is required under the terms of the Credit Agreement;

     NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement. In addition, the following terms, which are defined in the UCC as in effect in the State of New York on the date hereof, are used as defined therein: Accession, Financial Asset, Proceeds and Security. As used herein:

     “Pledged Collateral” has the meaning provided in Section 2.

     “Pledged Shares” has the meaning provided in Section 2.

     “Secured Obligations” means, without duplication, (a) all obligations (including the Foreign Obligations) of any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) all obligations under any Swap Contract of any Credit Party to which a Lender or any Affiliate of a Lender is a party and (c) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations, including Attorney Costs.

     “Secured Parties” means the holders of the Secured Obligations.

     “Securities Act” means the Securities Act of 1933, as amended.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

     2.     Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged Collateral”:

     (a) Pledged Shares. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) (“Voting Equity”) and 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto (as such schedule may be updated from time to time), in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the “Pledged Shares”), including the following:

     (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares (in each case in accordance with the provisions set forth in this Section 2(a)); and

     (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, the Capital Stock of the successor entity formed by or resulting from such consolidation or merger (in each case in accordance with the provisions set forth in this Section 2(a)).

     (b) Additional Shares. (i) 100% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of any Person that hereafter becomes a Domestic Subsidiary and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the Voting Equity and 100% (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by such Pledgor of any Person that hereafter becomes a Foreign Subsidiary, including the certificates (or other agreements or instruments) representing such Capital Stock.

     (c) Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing.

     Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Pledged Collateral consisting of Capital Stock owned by such Pledgor to the Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Capital Stock shall be deemed

2

to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement and Schedule 2(a) shall be deemed amended to refer to such additional Capital Stock. Notwithstanding anything to the contrary contained herein, the security interests granted under this Pledge Agreement and the provisions hereof shall not extend to any Excluded Property.

     3.     Security for Secured Obligations. The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations.

     4.     Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

     (a) Such Pledgor shall deliver to the Administrative Agent (i) simultaneously with or prior to the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor as of the date hereof and (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Schedule 4(a) attached hereto.

     (b) Additional Securities. If such Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus and such certificate, instrument, option, right or distribution represents Pledged Collateral under Section 2 hereof, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it promptly to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Schedule 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (c) Financing Statements. Each Pledgor authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or other instruments as the Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. The collateral descriptions on any such financing statements may be broader or more general than the description of the Pledged Collateral under this Pledge Agreement. Each Pledgor shall deliver to the Administrative Agent such agreements, assignments or instruments as the Administrative Agent may reasonably request to assure the Administrative Agent of the continued priority and perfection of the security interests granted hereunder.

     5.     Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that as of the date hereof, the date of each

3

Request for Credit Extension (excluding conversions and continuations) and the date of each Credit Extension:

     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

     (b) Title. Such Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor.

     (c) Exercising of Rights. The exercise by the Administrative Agent of its rights and remedies hereunder will not violate any applicable Law or any material contractual restriction binding on or affecting a Pledgor or any of its property.

     (d) Pledgor’s Authority. Subject, in the case of any Pledged Collateral issued by a Foreign Subsidiary of such Pledgor, to applicable Law, no authorization, approval or action by, and no notice or filing (except, as applicable, UCC financing statements and continuation statements) with any Governmental Authority or with the issuer of any Pledged Stock is required either (i) for the pledge made by such Pledgor or for the granting of the security interest by such Pledgor pursuant to this Pledge Agreement (except as have been already obtained) or (ii) for the exercise by the Administrative Agent of its rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities).

     (e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent for the benefit of the Secured Parties in the Pledged Collateral. Subject, in the case of any Pledged Collateral issued by a Foreign Subsidiary of such Pledgor, to applicable Law, (i) delivery of the certificates evidencing such Pledged Collateral to the Administrative Agent, together with duly executed stock powers in respect thereof, will perfect and establish the first priority of the Administrative Agent’s security interest in any certificated Pledged Collateral of such Pledgor that constitutes a Security, (ii) filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of such Pledgor or obtaining “control” over such interests in accordance with the provisions of Section 8-106 of the UCC will perfect and establish the first priority of the Administrative Agent’s security interest in any uncertificated Pledged Collateral of such Pledgor that constitutes a Security, (iii) the filing of appropriate UCC financing statements in the appropriate filing offices in the jurisdiction of organization of such Pledgor will perfect and establish the first priority of the Administrative Agent’s security interest in any Pledged Collateral of such Pledgor that does not constitute a Security, and (iv) except as set forth in this Section 5(e), no action is necessary to perfect the security interests granted by such Pledgor under this Pledge Agreement.

     (f) Partnership and Membership Interests. Except as previously disclosed to the Administrative Agent, none of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

4

     (g) No Other Interests. Subject to Section 7.13 of the Credit Agreement, no Pledgor owns any Capital Stock in any Subsidiary other than as set forth on Schedule 2(a) attached hereto.

     6.     Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated, such Pledgor shall:

     (a) Defense of Title. Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

     (b) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including any and all action necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including and if requested by the Administrative Agent, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

     (c) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be permitted under the Credit Agreement.

     (d) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor.

     (e) Issuance or Acquisition of Capital Stock. Not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may require, issue or acquire any Capital Stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

     7.     Advances by the Administrative Agent. On failure of any Pledgor to perform any of the covenants and agreements contained herein, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and

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amounts so expended shall be repayable by the Pledgors on a joint and several basis (subject to Section 25) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate specified in the Credit Agreement for Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other Credit Documents or any other documents relating to the Secured Obligations. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

     8.     Remedies.

     (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent shall have, in addition to the rights and remedies provided herein, in the Credit Documents, in any other documents relating to the Secured Obligations, or by law (including levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Pledged Collateral.

     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section 8 and without notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Secured Party may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 16 at least ten days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

     (c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary

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to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.

     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

     (e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent or the Secured Parties are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency (subject to Section 25), together with interest thereon at the Default Rate specified in the Credit Agreement for Revolving Loans that are Base Rate Loans, together with the reasonable costs of collection and Attorney Costs. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned promptly to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

     9.     Rights of the Administrative Agent.

     (a) Power of Attorney. In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default:

     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all as the Administrative Agent may reasonably deem appropriate;

     (ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof;

     (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate;

     (iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral;

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     (v) to direct any parties liable for any payment in connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;

     (vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral;

     (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral;

     (viii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

     (ix) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate;

     (x) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 8; and

     (xi) to do and perform all such other acts and things as the Administrative Agent may reasonably deem appropriate or convenient in connection with the Pledged Collateral.

     This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.

     (b) Assignment by the Administrative Agent. The Administrative Agent may, pursuant to Section 10.09 of the Credit Agreement, from time to time assign the Secured Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Administrative Agent under this Pledge Agreement in relation thereto.

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     (c)  The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral.

     (d)  Voting Rights in Respect of the Pledged Collateral.

     (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and

     (ii) Upon the occurrence and during the continuance of an Event of Default and following delivery by the Administrative Agent to BioReliance of notice of its intent to exercise the voting and other consensual rights that the Pledgors would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection, all rights of the Pledgors to exercise such rights shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

     (e)  Dividend Rights in Respect of the Pledged Collateral.

     (i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b), each Pledgor may receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement.

     (ii) Upon the occurrence and during the continuance of an Event of Default:

     (A) all rights of a Pledgor to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and

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     (B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

     (f) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien (subject to Permitted Liens on all Pledged Collateral not expressly released or substituted.

     10.     Rights of Required Lenders. Upon resignation of the Administrative Agent pursuant to the provisions of Section 10.09 of the Credit Agreement, and until such time, if any, that a successor administrative agent accepts appointment pursuant to the terms thereof, the Required Lenders shall be entitled to all of the rights, remedies and indemnities (and to the extent of the exercise by the Required Lenders of such rights and remedies and claims by the Required Lenders with respect to such indemnities, subject to all of the duties and obligations) of the Administrative Agent hereunder.

     11.     Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement or other document relating to the Secured Obligations, and each Pledgor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records.

     12.     Costs of Counsel. At all times hereafter, whether or not upon the occurrence of an Event of Default, the Pledgors agree to promptly pay upon demand any and all reasonable costs and expenses (including Attorney Costs) of the Administrative Agent (a) as required under Section 11.04 of the Credit Agreement and (b) as necessary to protect the Pledged Collateral or to exercise any rights or remedies under this Pledge Agreement or with respect to any of the Pledged Collateral. All of the foregoing costs and expenses shall constitute Secured Obligations hereunder.

     13.     Continuing Agreement.

     (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents). Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent shall, promptly upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

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     (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

     14.     Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement.

     15.     Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and its successors and permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement (other than as expressly permitted thereunder). To the fullest extent permitted by law, each Pledgor hereby releases the Administrative Agent and each Secured Party, their respective successors and assigns and their respective officers, attorneys, employees and agents, from any liability for any act or omission or any error of judgment or mistake of fact or of law relating to this Pledge Agreement or the Pledged Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such Secured Party, or their respective officers, attorneys, employees or agents.

     16.     Notices. All notices required or permitted to be given under this Pledge Agreement shall be given as provided in Section 11.02 of the Credit Agreement.

     17.     Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

     18.     Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.

     19.     Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Pledge Agreement may be brought in the state or federal courts located in Charlotte, North Carolina, and, by execution and delivery of this Pledge Agreement, each Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of such courts. Each Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified

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mail, postage prepaid, to it at the address for notices pursuant to Section 16, such service to become effective three days after such mailing. Nothing herein shall affect the right of the Administrative Agent to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Pledgor in any other jurisdiction.

     (b) Each Pledgor hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Pledge Agreement brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

     20.     Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS PLEDGE AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     21.     Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

     22.     Entirety. This Pledge Agreement, the other Credit Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.

     23.     Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Credit Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

     24.     Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the Secured Parties under this Pledge Agreement, under any of the other Credit Documents or under any other document relating to the Secured Obligations.

     25.     Joint and Several Obligations of Pledgors.

     (a)  Subject to subsection (c) of this Section 25, each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the

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undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them.

     (b)  Subject to subsection (c) of this Section 25, each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Credit Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among them.

     (c)  Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other applicable Debtor Relief Law (including any comparable provisions of any applicable state law).

     26.     Conditional Exclusion from Pledged Collateral. Notwithstanding anything to the contrary contained herein, if and to the extent that the Security Trustee or the Administrative Agent has a valid, perfected and first priority security interest in all of the Capital Stock of any Foreign Subsidiary required to be pledged under Section 7.13 of the Credit Agreement pursuant to a Foreign Pledge Agreement governed by and in accordance with the laws of the country and/or jurisdiction in which such Foreign Subsidiary is located, then such Capital Stock shall be deemed to be excluded from the terms and provisions of this Pledge Agreement and shall not constitute Pledged Collateral hereunder.

[signature pages follow]

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     Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:	BIORELIANCE CORPORATION, a Delaware corporation
	By:
	Name: Title:
	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware corporation
	By:
	Name: Title:
	BIORELIANCE MANUFACTURING, LLC, a Delaware limited liability company
	By:
	Name: Title:
	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware limited liability company
	By:
	Name: Title:
	BIORELIANCE ACQUISITIONS, INC. , a Delaware corporation
	By:
	Name: Title:

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A.,
as Administrative Agent

By:

Name:

Title:

Schedule 2(a)

PLEDGED STOCK

		Number of	Certificate
Pledgor	Issuer	Shares	Number	Percentage Ownership
BioReliance Corporation
[Domestic Guarantors]

Schedule 4(a)

FORM OF
IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of                            [ISSUER], a                :

No. of Shares Certificate No.

and irrevocably appoints                                its agent and attorney-in-fact to transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, to the extent they may from time to time exist.

[HOLDER]
By:
	Name: Title:

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EX-10.1

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EX-10.6

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