ACQUISITIONS

The pro forma effects of the acquisitions described below are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

ATLAS ACQUISITION

On July 1, 2014, we acquired all of the outstanding equity securities of ATLAS, a provider of clinical research services in Turkey, the Middle East, and North Africa, for approximately $2.1 million. ATLAS provides services across all phases of clinical development, has broad therapeutic expertise, and provides clinical trial-related services from study planning and feasibility, through site selection, data management and medical writing. The business has been integrated into our CRS segment. The acquisition was funded with existing cash. The fair value of the acquired assets and assumed liabilities are reflected in the Consolidated Balance Sheets. The goodwill of $1.4 million arising from the Atlas acquisition largely reflects the expansion of our service offerings across geographic markets complementary to our existing markets. None of the goodwill is expected to be deductible for tax purposes.

CLININTEL ACQUISITION

On October 3, 2014, we acquired all of the outstanding equity securities of privately-owned ClinIntel, a provider of clinical Randomization and Trial Supply Management (RTSM) services, based in the United Kingdom. ClinIntel’s offerings have been combined into the ClinPhone® RTSM suite and are designed to make patient randomization and clinical supply chain solutions more efficient. Capabilities include advanced RTSM technologies for planning, forecasting and supply chain eLogistics. The business has been integrated into the PI segment.

The purchase price for the acquisition was approximately $8.8 million, plus the potential to pay up to an additional $16.2 million, representing the United States Dollar (the "USD") equivalent at the date of the acquisition, over a twenty-one months month period following the acquisition date if ClinIntel achieves certain financial targets. We funded the acquisition with existing cash.

The acquired assets and assumed liabilities from ClinIntel were recorded at fair value at the date of acquisition. We finalized the fair value estimates of the acquired assets and the assumed liabilities in June 2015. The components of the consideration transferred in conjunction with the ClinIntel acquisition and the respective fair value of the assets acquired and liabilities assumed as of the acquisition date are as follows (dollars in millions):



Total consideration transferred:
Cash paid, net of cash acquired	$	8.8
Fair value of contingent consideration	9.9
Net purchase price	$	18.7
Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	0.4
Definite-lived intangible assets	6.2
Goodwill	13.4
Total assets acquired	20.0
Current liabilities	0.1
Deferred tax liabilities	1.2
Total liabilities assumed	1.3
Fair value of net assets acquired:	$	18.7

The fair value of the acquired assets and assumed liabilities are reflected in the Consolidated Balance Sheets. The goodwill of $13.4 million arising from the ClinIntel acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. None of the goodwill is expected to be deductible for tax purposes. All contingent consideration obligations for this acquisition were paid.

The following are the identifiable intangible assets acquired and their respective fair value and estimated useful lives (dollars in millions):

QUANTUM SOLUTIONS INDIA ACQUISITION

On April 13, 2015, we acquired all of the business assets of privately-owned Quantum Solutions India (“QSI”), a leading provider of specialized pharmacovigilance services, based in Chandigarh, India. Pharmacovigilance is the collection, detection, assessment, monitoring, and prevention of adverse effects associated with pharmaceutical products. The business has been integrated into our CRS segment.

We paid approximately $93.6 million for the assets of QSI. We funded the acquisition through use of existing cash held outside of the United States.

The acquired assets and assumed liabilities from QSI were recorded at fair value at the date of acquisition. We finalized the fair value estimates of the acquired assets and the assumed liabilities in June 2016. The consideration transferred in conjunction with the QSI acquisition and the respective estimated fair value of the assets acquired and liabilities assumed as of the acquisition date are as follows (dollars in millions):



Total consideration transferred:
Cash paid, net of cash acquired	$	93.6
Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	4.9
Other Current Assets	1.3
Property and equipment, net	2.0
Definite-lived intangible assets	62.4
Goodwill	24.1
Total assets acquired	94.7
Current liabilities	1.1
Total liabilities assumed	1.1
Fair value of net assets acquired:	$	93.6

The goodwill of $24.1 million arising from the QSI acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. All of the goodwill held in the respective jurisdiction is deductible for tax purposes.

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



	Amount		Estimated Useful Life (Years)
Customer relationships	$	56.3	10
Backlog	4.7		1
Trade name	1.4		5
Total	$	62.4

HEALTH ADVANCES ACQUISITION

On January 19, 2016, we entered into a definitive agreement to acquire all of the outstanding equity securities of Health Advances, LLC (“Health Advances”), an independent life sciences strategy consulting firm. Health Advances combines clinical, scientific and business expertise to provide strategic advice to executives leading life sciences companies and investors. The acquisition closed on February 10, 2016, and is part of the PAREXEL Consulting Services (“PC”) segment.

The net purchase price for the acquisition was approximately $67.1 million, plus the potential to pay up to an additional $15.8 million over a thirty-six month period following the acquisition date if Health Advances achieves specified financial targets. We funded the acquisition with borrowings under our credit facilities.

The components of the consideration transferred in conjunction with the Health Advances acquisition and the fair value allocation of that consideration is as follows (dollars in millions):



Total consideration transferred:
Cash paid, net of cash acquired	$	67.3
Receivable from working capital adjustment	(0.2		)
Fair value of contingent consideration	4.5
Net purchase price	$	71.6
Allocation of consideration transferred:
Accounts receivable	$	4.0
Other current assets	0.7
Property and equipment, net	1.0
Deferred tax assets	0.2
Definite-lived intangible assets	15.0
Goodwill	52.5
Total assets acquired	73.4
Current liabilities	1.8
Total liabilities assumed	1.8
Net assets acquired:	$	71.6

During the Fiscal Year 2017, we received a working capital adjustment payment from the sellers of $0.2 million

The goodwill of $52.5 million arising from the Health Advances acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. All of the goodwill is expected to be deductible for tax purposes.

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



	Amount		Estimated Useful Life (Years)
Customer relationships	$	11.6	10
Technology	1.8		3
Trade name	1.6		5
Total	$	15.0

ExecuPharm, Inc.

On October 3, 2016, we acquired all of the capital stock of privately owned ExecuPharm, Inc. ("ExecuPharm"), a leading global functional service provider, based in Pennsylvania. ExecuPharm provides clinical monitoring or study management, along with associated operational activities such as onboarding, training, line management, performance management and policy administration.

We paid approximately $148.9 million for the capital stock of ExecuPharm, plus the potential for us to pay an additional $20 million if specific financial targets for ExecuPharm are achieved, and $5.0 million for management retention bonuses. In addition, we made a 338(h)(10) tax election with respect to the ExecuPharm acquisition. Under the 338(h)(10) election, ExecuPharm was deemed to have sold and repurchased its assets at fair market value. In connection with this election, the Company provided the seller with a tax gross-up payment, which was paid during the fourth quarter of our Fiscal Year 2017, in the estimated amount of $9.2 million. We funded the acquisition through the use of existing cash held within the United States and $100.0 million from our credit agreement as defined in Note 8. We included ExecuPharm results of operations in our CRS business segment.

The components of the consideration transferred in conjunction with the ExecuPharm acquisition and the allocation of that consideration is as follows (in millions):



Total consideration transferred:
Cash paid, net of cash acquired	$	148.5
Fair value of contingent consideration	9.4
Deferred payment	9.3
Net purchase price	$	167.2
Allocation of consideration transferred:
Accounts receivable	$	29.2
Other current assets	0.1
Property and equipment, net	0.9
Definite-lived intangible assets	87.1
Goodwill	58.6
Total assets acquired	175.9
Current liabilities	8.7
Total liabilities assumed	8.7
Net assets acquired:	$	167.2

The amounts above represent our fair value estimates as of June 30, 2017 and may be subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates.

The goodwill of $58.6 million arising from the ExecuPharm acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. All of the goodwill is expected to be deductible for tax purposes.

The following are the identifiable intangible assets acquired and their respective estimated useful lives, based on valuations (dollars in millions):

The Medical Affairs Company, LLC

On March 1, 2017, we acquired all of the membership interests of privately owned The Medical Affairs Company, LLC ("TMAC"), a leading provider of outsourced medical affairs services to the pharmaceutical, biotechnology, and medical device industries.

We paid approximately $37.7 million for the membership interests of TMAC, plus the potential for us to pay an additional $11.0 million if specific financial targets for TMAC are achieved. We funded the acquisition through the use of existing cash held within the United States. We included TMAC results of operations in our Clinical Research Services ("CRS") business segment.

The components of the consideration transferred in conjunction with the TMAC acquisition and the allocation of that consideration are as follows (in millions):



Total consideration transferred:
Cash paid, net of cash acquired	$	36.3
Fair value of contingent consideration	2.1
Net purchase price	$	38.4
Allocation of consideration transferred:
Accounts receivable	$	4.7
Other current assets	0.1
Property and equipment, net	0.3
Definite-lived intangible assets	10.2
Goodwill	25.8
Total assets acquired	41.1
Current liabilities	2.7
Total liabilities assumed	2.7
Net assets acquired:	$	38.4

The goodwill of $25.8 million arising from the TMAC acquisition largely reflects the potential synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. All of the goodwill is expected to be deductible for tax purposes.

The following are the identifiable intangible assets acquired and their respective estimated useful lives, based on valuations (dollars in millions):



	Amount		Estimated Useful Life (Years)
Customer relationships	$	7.5	10
Trade name	0.7		3
Backlog	2.0		1
Total	$	10.2

Estimated Useful Life (Years)

Customer relationships

Technology