exv10w03



 






23 JANUARY 2006




TLS BETA PTE. LTD.




QUINTILES ASIA PACIFIC COMMERCIAL HOLDINGS, INC.




PHARMACO INVESTMENTS LTD

(formerly known as Transfarma Holdings Limited)




ASIA PACIFIC PHARMACEUTICAL HOLDINGS PTE. LTD.




 






AMENDED & RESTATED

SHAREHOLDERS’ LOAN AGREEMENT




 









 









 








CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	PAGE
	1.	 	DEFINITIONS AND INTERPRETATION
	 	 	2	 
	1A.	 	AMENDMENT AND RESTATEMENT
	 	 	2	 
	2.	 	THE FACILITIES
	 	 	2	 
	3.	 	AGREEMENT ON PHARMALINK’S OPERATING PROFIT FOR FY2004
	 	 	3	 
	4.	 	AGREEMENT ON QUINTILES’ OPERATING PROFIT FOR FY2004
	 	 	3	 
	5.	 	SHORTFALL LOANS
	 	 	3	 
	6.	 	DRAW DOWN OF FACILITIES
	 	 	3	 
	7.	 	ADJUSTMENTS AND DRAW DOWNS MADE UNDER SHAREHOLDERS’ LOAN AGREEMENT
	 	 	4	 
	8.	 	INTEREST
	 	 	4	 
	9.	 	REPAYMENT
	 	 	4	 
	10.	 	TAXES
	 	 	5	 
	11.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
	 	 	6	 
	12.	 	EVENTS OF DEFAULT
	 	 	7	 
	13.	 	PHARMACO EVENT OF DEFAULT
	 	 	9	 
	14.	 	QIV EVENT OF DEFAULT
	 	 	10	 
	15.	 	TLS EVENT OF DEFAULT
	 	 	11	 
	16.	 	REPAYMENT UPON EXERCISE OF QIV PUT OPTION OR TLS AND PHARMACO CALL OPTION
	 	 	12	 
	17.	 	EXPENSES AND STAMP DUTY
	 	 	12	 
	18.	 	ILLEGALITY
	 	 	12	 
	19.	 	WAIVERS, RIGHTS AND REMEDIES
	 	 	13	 
	20.	 	ASSIGNMENT
	 	 	13	 
	21.	 	TIME OF ESSENCE
	 	 	13	 
	22.	 	NOTICES
	 	 	13	 
	23.	 	COUNTERPARTS
	 	 	15	 
	24.	 	GOVERNING LAW AND ARBITRATION
	 	 	15	 
	25.	 	NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B)
	 	 	16	 
	26.	 	FURTHER ASSURANCE
	 	 	16	 
	 	 	 
	 	 	 	 
	THE SCHEDULE — INTERPRETATION	 	 	17	 






 









 






THIS AGREEMENT is made on 23 January 2006



Between:





	(1)	 	TLS BETA PTE. LTD. (Co. Reg. No. 200500368D), a company incorporated in Singapore and having
its registered office at 60B Orchard Road, #06-18 Tower 2 The Atrium @ Orchard, Singapore
238891 (TLS);






	(2)	 	QUINTILES ASIA PACIFIC COMMERCIAL HOLDINGS, INC. (Co. Reg. No. 807996), a corporation
incorporated in North Carolina, United States of America with its principal address at 4709
Creekstone Drive, Suite 200, Durham, NC 27703, United States of America (QIV);






	(3)	 	PHARMACO INVESTMENTS LTD (Co. Reg. No. LL04247) (formerly known as Transfarma Holdings
Limited), a company incorporated in Labuan, Malaysia and having its registered office at
Brumby House, 1st Floor, Jalan Bahasa, 87011 Labuan, F.T. Labuan, Malaysia (PharmaCo); and






	(4)	 	ASIA PACIFIC PHARMACEUTICAL HOLDINGS PTE. LTD. (Co. Reg. No. 200501108N), a company
incorporated in Singapore and having its registered office at 150 Beach Road, #25-03/04 The
Gateway West, Singapore 189720 (Holdco).




Whereas:



(A) Pursuant to the Shareholders’ Agreement dated 28 January 2005 and made between TLS and PharmaCo
(Shareholders’ Agreement), (i) TLS and PharmaCo have jointly incorporated Holdco; and (ii) Holdco
has incorporated a private limited company in Singapore known as Asia Pacific Pharmaceutical
Investments Pte. Ltd. (Co. Reg. No. 200503853W) with its registered office at 150 Beach Road,
#25-03/04 The Gateway West, Singapore 189720 (Newco1).



(B) Pursuant to the Shareholders’ Loan Agreement dated 28 January 2005 and made between TLS,
PharmaCo and Holdco (Shareholders’ Loan Agreement), TLS and PharmaCo have agreed to extend to
Holdco on demand by Holdco, shareholders’ loans of up to US$150,000,000, comprising cash facilities
of up to an aggregate principal amount not exceeding US$100,000,000, of which up to US$25,000,000
is to be granted by PharmaCo and up to US$75,000,000 is to be granted by TLS (subject to
adjustments). Pursuant to a letter dated 28 December 2005 and made between TLS, PharmaCo and
Holdco (Top Up Loan Letter), the parties have agreed that the loans shall not be subject to
adjustments and PharmaCo shall top up its loan by an additional amount.



(C) Pursuant to the Amended and Restated Shareholders’ Agreement dated the same date as this
Agreement and made between TLS, PharmaCo and QIV (Amended and Restated Shareholders’ Agreement),
TLS, PharmaCo and QIV have agreed that their relationship as shareholders in Holdco shall be
governed by the terms of the Amended and Restated Shareholders’ Agreement.



(D) Under clause 14.1 of the Amended and Restated Shareholders’ Agreement, TLS, PharmaCo and QIV
have agreed to extend shareholders’ loans of up to US$195,000,000 to Holdco.



(E) Pursuant to clause 8.4 of the Put and Call Option Agreement dated 28 January 2005 and made
between PharmaCo, Holdco and TLS (Newco2 Put & Call Option Agreement), as supplemented by the first
supplemental agreement dated 10 November 2005 and made between PharmaCo, Holdco and TLS and the
second supplemental agreement dated the same date as this Agreement and made between PharmaCo,
Holdco, TLS and QIV (Supplemental Agreements), on completion of the sale of all the issued shares
in the capital of Newco2 by PharmaCo to Holdco (Newco2 Completion), Holdco has, as consideration
for the shares in Newco2 purchased by it, allotted and issued to PharmaCo the Newco2 Consideration
Shares (as defined below) and paid to




Page 1









 







PharmaCo the amount of US$50,000,000 which is due and owing
as a debt from Holdco to PharmaCo and treated as a loan from PharmaCo to Holdco under and subject to the terms of this
Agreement (Newco2 Option Consideration Loan).



(F) Pursuant to clause 8.4 of the Put and Call Option Agreement dated the same date as this
Agreement and made between QIV, Holdco, TLS and PharmaCo (Newco3 Put & Call Option Agreement), on
completion of the sale of all the issued shares in the capital of Newco3 (as defined below) by QIV
to Holdco (Newco3 Completion), Holdco will, as consideration for the shares in Newco3 purchased by
it, allot and issue to QIV the Newco3 Consideration Shares (as defined below) and pay to QIV the
amount of US$33,330,000 which shall be due and owing as a debt from Holdco to QIV and treated as a
loan from QIV to Holdco under and subject to the terms of this Agreement (Newco3 Option
Consideration Loan).



(G) This Agreement sets out the terms and conditions upon which TLS, PharmaCo and QIV have agreed
to grant the shareholders’ loans referred to in Recital (D) above.



It is agreed as follows:





	1.	 	Definitions And Interpretation




1.1 Words and expressions used in this Agreement shall have the meanings set out in the Schedule
unless the context requires otherwise.



1.2 The Schedule forms part of this Agreement.





	1A.	 	Amendment And Restatement




1A.1 With effect from the date of this Agreement and subject to clause 1A.2, the Shareholders’ Loan
Agreement and the Top Up Loan Letter shall be amended and restated by replacing them in their
entirety with the terms of this Agreement.



1A.2 Nothing in this Agreement shall affect any accrued rights or interests of the parties under
the Shareholders’ Loan Agreement and Top Up Loan Letter existing immediately prior to the date of
this Agreement.





	2.	 	The Facilities




2.1 Subject to the terms and conditions herein contained, TLS, QIV and PharmaCo shall extend and
make available to Holdco on demand by Holdco, cash facilities of up to an aggregate principal
amount not exceeding US$111,670,000, of which up to US$65,000,000 is to be granted by TLS
(Aggregate TLS Loan), up to US$31,670,000 is to be granted by QIV (QIV Cash Loan) and up to
US$15,000,000 is to be granted by PharmaCo (PharmaCo Cash Loan). An additional loan shall be
required to be extended by PharmaCo (PharmaCo Shortfall Loan) in accordance with clause 5.



2.2 The shareholders’ loans shall be extended by TLS, QIV and PharmaCo in four tranches as follows:





	(a)	 	the first amounts of up to US$50,000,000 demanded by Holdco shall be extended by TLS (First
Tranche TLS Loan);






	(b)	 	in accordance with clause 5, the second tranche demanded by Holdco shall be extended by
PharmaCo and shall comprise the PharmaCo Shortfall Loan;





(c) the third tranche of up to US$16,670,000 demanded by Holdco shall be extended by QIV; and




Page 2









 









	(d)	 	the fourth tranche of up to US$45,000,000 demanded by Holdco shall be extended by TLS, QIV
and PharmaCo equally.




2.3 The parties acknowledge and agree that the Newco2 Option Consideration Loan has been fully
drawn down and is owing from Holdco to PharmaCo (the PharmaCo Cash Loan, Newco2 Option
Consideration Loan and PharmaCo Shortfall Loan are collectively referred to as the Aggregate
PharmaCo Loan).



2.4 The parties acknowledge and agree that upon Newco3 Completion, the Newco3 Option Consideration
Loan shall be treated as fully drawn down and owing from Holdco to QIV (the QIV Cash Loan and
Newco3 Option Consideration Loan are collectively referred to as the Aggregate QIV Loan).



2.5 Holdco shall use the proceeds of the Aggregate TLS Loan, QIV Cash Loan, PharmaCo Cash Loan and
PharmaCo Shortfall Loan:





	(a)	 	to on-lend the same to Newco1 for the purpose of Newco1 acquiring patented and off-patent
branded ethical research based pharmaceutical products or interest in companies which own
patented and off-patent branded ethical research based pharmaceutical products, all
acquisition related expenses (such as legal and due diligence fees), working capital
requirements (such as the purchase of inventory) of Newco1 and transactional expenses of
Newco1; and






	(b)	 	for transactional and operational expenses of Holdco.




2.6 The loans referred to in clause 2.5 from Holdco to Newco1 shall carry such rate of interest (if
any) as TLS, QIV, PharmaCo and Holdco may agree in writing.





	3.	 	Agreement on Pharmalink’s Operating Profit For Fy2004




TLS, PharmaCo and QIV acknowledge and agree that PharmaLink’s Operating Profit for FY2004 as
derived from PharmaLink’s Proforma Financial Statements 2004 is US$3,082,000.





	4.	 	Agreement on Quintiles’ Operating Profit For Fy2004




TLS, PharmaCo and QIV acknowledge and agree that Quintiles’ Operating Profit for FY2004 as derived
from Quintiles’ Proforma Financial Statements 2004 is US$3,255,000.





	5.	 	Shortfall Loan




TLS, PharmaCo and QIV acknowledge and agree that the PharmaCo Shortfall Loan is US$802,950
calculated based on the following formula:




	 	 	 	 	 	 	 
	 

	 	PharmaCo Shortfall Loan =
	 	15.15 x
	 	(US$3,135,000 –
PharmaLink’s Operating Profit for FY2004)
	 

	 	 	 	 	 	 







	6.	 	Draw down of Facilities




6.1 Subject to the provisions under this Agreement, each of the Aggregate TLS Loan, QIV Cash Loan,
PharmaCo Cash Loan and PharmaCo Shortfall Loan may be drawn in such amounts (each a drawing) and at
such times prior to the termination of this Agreement, as Holdco may in its sole discretion
determine provided that:





	(a)	 	no drawings shall be made on the QIV Cash Loan, PharmaCo Cash Loan and the PharmaCo Shortfall
Loan unless and until the First Tranche TLS Loan has been fully drawn by Holdco;




Page 3









 












	(b)	 	the outstanding principal amount of the QIV Cash Loan to be provided by QIV shall not exceed
US$31,670,000 at any time;






	(c)	 	the outstanding principal amount of the PharmaCo Cash Loan to be provided by PharmaCo shall
not exceed US$15,000,000 at any time; and






	(d)	 	the outstanding principal amount of the Aggregate TLS Loan to be provided by TLS shall not
exceed US$65,000,000 at any time.




6.2 When Holdco wishes to make a drawing under this Agreement, it will give TLS, QIV and/or
PharmaCo (as the case may be) notice in writing not later than 3 p.m. (Singapore time) 10 Business
Days prior to that on which the funds are required (or such lesser period as TLS, QIV or PharmaCo
(as the case may be) may agree) specifying the amount of the proposed drawing, the Business Day on
which it is to be made and the bank account to which payment is to be made.



6.3 Any notice under clause 6.2 will be irrevocable and oblige Holdco to borrow the amount stated
on the date stated and will constitute a representation that at the date thereof the
representations and warranties set out in clause 11 are true and correct as though they had been
made at such date and that no Event of Default (which has not been waived in writing by TLS, QIV or
PharmaCo (as the case may be)), nor any event which with the giving of notice and/or the lapse of
time would be an Event of Default, has occurred.





	7.	 	adjustments and draw downs made under shareholders’ loan agreement




7.1 Any adjustments that have been made to the First Tranche TLS Loan and First PharmaCo Loan (as
defined in the Shareholders’ Loan Agreement) under the Shareholders’ Loan Agreement shall be deemed
void and be of no effect on and from the date of this Agreement.



7.2 In the case where any part of the PharmaCo Cash Loan or the Aggregate TLS Loan (as defined in
the Shareholders’ Loan Agreement) has been drawn pursuant to the terms of the Shareholders’ Loan
Agreement (Old Drawings):





	(a)	 	such Old Drawings shall be deemed to be drawn on the loans in the amount and manner set out
in clause 6;






	(b)	 	all interest accrued (if any) in respect of the Old Drawings shall be deemed to have accrued
under the drawings set out in clause 6; and






	(c)	 	where the priority of Old Drawings does not accord with the priority of drawings set out in
clause 6, TLS, QIV or PharmaCo (as the case may be) shall pay the relevant party such amount
to give effect to the priority of drawings set out in clause 6. Any amount payable by TLS, QIV
or PharmaCo (as the case may be) under this clause 7.2(c) to the relevant party shall be made
in cash to a bank account designated by the relevant party within 10 Business Days from the
date of this Agreement.






	8.	 	Interest




The Loans shall carry such rate of interest (if any) as TLS, QIV, PharmaCo and Holdco may agree in
writing.





	9.	 	Repayment




9.1 Subject to clauses 12, 13, 14, 15, 16 and the other provisions hereof, Holdco shall repay the
total amounts drawn down and owing under the Loans in full on the earliest of the following:




(a) upon the joint written demand of TLS, QIV and PharmaCo at any time;




Page 4









 









	(b)	 	upon the written demand of any of TLS, QIV or PharmaCo at any time after the expiry of 5
years after the date of this Agreement, irrespective of whether or not any of the Aggregate
TLS Loan, QIV Cash Loan, PharmaCo Cash Loan and PharmaCo Shortfall Loan has been fully drawn
down; or






	(c)	 	upon the written demand of any of TLS, QIV or PharmaCo at any time after the expiry of 2
years after an initial public offering of the shares in the capital of Holdco, Newco1 or any
company within the Holdco group established or to be established for such purpose.




9.2 Any loan repayment to be made by Holdco pursuant to a demand under clauses 9.1 and 12, shall
where the loan is due to each of TLS, QIV and PharmaCo, be made strictly on a proportionate basis
where the total amount to be repaid by Holdco shall be apportioned between TLS, QIV and PharmaCo
pro rata to the principal amount owing by Holdco to TLS, the principal amount owing by Holdco to
QIV, and the principal amount owing by Holdco to PharmaCo, at the time of repayment.





	10.	 	Taxes




10.1 All sums payable by Holdco under this Agreement shall be paid (a) free of any restriction or
condition, (b) free and clear of and (except to the extent required by law) without any deduction
or withholding on account of any tax and (c) without deduction or withholding (except to the extent
required by law) on account of any other amount, whether by way of set-off or otherwise.



10.2 If:





	(a)	 	Holdco or any other person is required by law to make any deduction or withholding on account
of any such tax or other amount from any sum paid or payable by Holdco to TLS, QIV or PharmaCo
(as the case may be) under this Agreement; or






	(b)	 	TLS, QIV or PharmaCo (as the case may be) (or any person on its behalf) is required by law to
make any deduction or withholding from, or (except on account of tax on the overall net income
of TLS, QIV or PharmaCo (as the case may be)) any payment on or calculated by reference to the
amount of, any sum received or receivable by TLS, QIV or PharmaCo (as the case may be) under
this Agreement:






	 	(i)	 	Holdco shall notify TLS, QIV or PharmaCo (as the case may be) of
any such requirement or any change in any such requirement as soon as it becomes
aware of it;
	 
	 	(ii)	 	Holdco shall pay any such tax or other amount before the date on
which penalties attach thereto, such payment to be made (if the liability to pay
is imposed on Holdco) for its own account or (if that liability is imposed on
TLS, QIV or PharmaCo (as the case may be)) on behalf of and in the name of TLS,
QIV or PharmaCo (as the case may be); and
	 
	 	(iii)	 	the sum payable by Holdco in respect of which the relevant
deduction, withholding or payment is required shall be increased to the extent
necessary to ensure that, after the making of that deduction, withholding or
payment, TLS, QIV or PharmaCo (as the case may be) receives on the due date and
retains (free from any liability in respect of any such deduction, withholding
or payment) a net sum equal to what it would have received and so retained had
no such deduction, withholding or payment been required or made.




10.3 All sums payable to TLS, QIV or PharmaCo (as the case may be) under this Agreement are
exclusive of any goods and services tax or other value added tax (whether imposed in Singapore or
elsewhere) which shall where applicable be paid by Holdco in addition to the sums




Page 5









 







otherwise payable
at the rate in force at the due time for payment or such other time as is stipulated under the
relevant legislation.





	11.	 	Representations, Warranties And Undertakings




11.1 Holdco represents and warrants as follows:





	(a)	 	all necessary corporate and other action has been taken to authorise it to enter into this
Agreement and perform the transactions contemplated under this Agreement, to ensure that those
obligations are legally binding and enforceable and to make this Agreement admissible in
evidence in the courts of Singapore and any other relevant jurisdictions;






	(b)	 	no limit on the borrowing powers of Holdco or its directors will be exceeded as a result of
any drawing made pursuant to this Agreement, and the provisions under this Agreement will
constitute valid, binding and enforceable obligations on Holdco’s part;






	(c)	 	each of Holdco and Newco1 is a company with limited liability duly incorporated and validly
existing under the laws of Singapore and has the power and authority to own assets and to
conduct the business which it conducts and/or purports to conduct;






	(d)	 	the execution, delivery and performance of this Agreement is or will when executed be within
its corporate powers, and do not or will not contravene any law or any contractual restriction
binding on it or any provision of its Memorandum and Articles of Association;






	(e)	 	its entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Agreement do not and will not violate (i) any law to which it is
subject or (ii) any of its constitutive documents (where applicable) or (iii) any agreement to
which it is a party or which is binding on it or its assets, and do not and will not result in
the existence of, or oblige it to create, any security over those assets;






	(f)	 	there is no provision of any existing mortgage, trust deed, contract, licence, franchise,
concession or agreement binding on it which is being contravened or breached by the acceptance
by Holdco of the facilities or the execution by it of this Agreement or by its performance or
observance of any of its obligations hereunder;






	(g)	 	no legal proceeding, suit or action of any kind whatsoever is current or pending (i) to
restrain the entry into, exercise of any of its rights under and/or performance or enforcement
of or compliance with its obligations under this Agreement or (ii) which may materially and
adversely affect its or Newco1’s ability to perform its respective obligations under any
agreements binding on it;






	(h)	 	no Event of Default has occurred or is continuing, and no event or circumstance which, if it
had continued after the giving of any notice, the expiry of any grace period, and/or the
making of any determination by TLS, QIV or PharmaCo provided for in clause 12.2 would become
an Event of Default;






	(i)	 	neither it nor Newco1 is in default in the payment or performance of any of its respective
obligations for borrowed moneys, or in respect of any other liabilities; and






	(j)	 	(i) there is no material adverse change in its or Newco1’s business, management, assets,
financial position or operating environment; and (ii) there are no other conditions which will
materially and adversely affect its ability to perform its obligations under this Agreement,




and each of the representations and warranties in this clause 11.1 shall survive and continue to
have full force and effect after the execution of this Agreement and Holdco hereby warrants that
the above representations and warranties will be true and correct and fully observed until all sums




Page 6









 







outstanding under this Agreement are fully paid and no sums remain to be lent under this Agreement
as if repeated thereby by reference to the then existing circumstances.



11.2 Holdco undertakes to deliver to each of TLS, QIV and PharmaCo a certified copy of a resolution
of Holdco’s board of directors authorising its entry into and performance of this Agreement as soon
as reasonably practicable and in any event within 14 days from the date of this Agreement.





	12.	 	Events of Default




12.1 If at any time and for any reason, whether within or beyond the control of any party to this
Agreement, any of the following events occurs, such an occurrence shall constitute an event of
default by Holdco or Newco1 (as the case may be) (Event of Default) under this Agreement:





	(a)	 	Holdco shall default in the payment of any sum to TLS, QIV or PharmaCo (whether of principal
or any other sums payable under this Agreement);






	(b)	 	Holdco does not use any or all of the Aggregate TLS Loan, QIV Cash Loan, PharmaCo Cash Loan
and PharmaCo Shortfall Loan for the purposes stated under clause 2.5 or for such other purpose
as may be agreed in writing between TLS, QIV and PharmaCo;






	(c)	 	any representation, warranty or statement by Holdco made to TLS, QIV and PharmaCo under this
Agreement is incorrect, untrue or not complied with in any respect;






	(d)	 	Holdco does not perform or comply with any one or more of Holdco’s covenants, conditions or
obligations under this Agreement;






	(e)	 	any other indebtedness in respect of Holdco’s or any indebtedness in respect of Newco1’s
borrowed money, (i) is not paid when due or within any applicable grace period in any
agreement relating to that indebtedness or (ii) becomes (or becomes capable of being
rendered) due and payable before its normal maturity by reason of any actual or potential
event of default or the like (howsoever described) or any facility relating to such
indebtedness is or is declared to be or is capable of being cancelled before its normal expiry
date or any person otherwise entitled to use any such facility is not so entitled;






	(f)	 	it is or will become unlawful for Holdco to perform or comply with any one or more of its
obligations under this Agreement;






	(g)	 	any step is taken by Holdco or Newco1 or any person, an application is made or a petition is
presented or an order is made or a resolution is passed or analogous proceedings are commenced
for the receivership, judicial management, dissolution, liquidation or winding up (whether
voluntary or compulsory) of Holdco or Newco1 (as the case may be);






	(h)	 	Holdco or Newco1 becomes insolvent, is unable to pay its debts as they fall due, stops,
suspends or threatens to stop or suspend payment of all or a material part of Holdco’s or
Newco1’s (as the case may be) debts, begins negotiations or takes any proceeding or other step
with a view to readjustment, rescheduling or deferral of all of Holdco’s or Newco1’s (as the
case may be) indebtedness (or of any part of Holdco’s or Newco1’s (as the case may be)
indebtedness which Holdco or Newco1 (as the case may be) will or might otherwise be unable to
pay when due) or proposes or makes a general assignment or an arrangement or composition with
or for the benefit of Holdco’s or Newco1’s (as the case may be) creditors or a moratorium is
agreed or declared in respect of or affecting all or a material part of Holdco’s or Newco1’s
(as the case may be) indebtedness;






	(i)	 	a distress, attachment, execution or other legal process is levied, enforced or issued on or
against any part of Holdco’s or Newco1’s assets or property;




Page 7









 












	(j)	 	any guarantee of any obligation given by Holdco or Newco1 is not honoured when due and called
upon;





(k) Holdco or Newco1 shall cease or threaten to cease to carry on its business;





	(l)	 	any action, condition or thing (including the obtaining of any necessary consent) at any time
required to be taken, fulfilled or done for any of the purposes stated in clause 11.1(a) is
not taken, fulfilled or done or any such consent ceases to be in full force and effect or any
condition in or relating to any such consent is not complied with;






	(m)	 	any legal proceedings, suit or action of any kind whatsoever (whether criminal or civil) be
instituted against Holdco or Newco1 which in the opinion of TLS, QIV or PharmaCo (as the case
may be) materially and adversely affect the ability of Holdco or Newco1 (as the case may be)
to perform its obligations under any agreements binding on it;






	(n)	 	Holdco or Newco1 is declared by the Minister to be a declared company under the provisions of
Part IX of the Companies Act, Cap. 50;






	(o)	 	a notice or proposal for compulsory acquisition of any of the assets or properties of Holdco
or Newco1 shall be issued or made under or by virtue of an Act of Parliament or other
statutory provision, or if any step is taken by any person or agency with a view to the
confiscation, seizure, compulsory acquisition, expropriation or nationalism of any part of the
assets or property of Holdco or Newco1 (as the case may be);






	(p)	 	this Agreement ceases for any reason or is claimed by Holdco not to be the legal and valid
obligations of Holdco binding upon it in accordance with its terms or this Agreement for any
reason ceases to apply or is claimed by Holdco not to apply to the obligations and the
liabilities therein secured;






	(q)	 	there shall occur (i) a material adverse change in the business, management, assets,
financial position or operating environment of Holdco or Newco1 or (ii) other conditions,
which in the opinion of TLS, QIV or PharmaCo (as the case may be) materially and adversely
affect the ability of Holdco or Newco1 to perform its obligations under any agreements binding
on it;






	(r)	 	Holdco or Newco1 shall commit any material breach or default of its obligations under any
agreements binding on it;






	(s)	 	a deadlock has arisen under clause 28 of the Amended and Restated Shareholders’ Agreement and
is not resolved after the negotiation period of 21 days following the appointment of the
mediators as referred to in clause 28.3 of the Amended and Restated Shareholders’ Agreement;






	(t)	 	any event occurs or circumstances arise which, in the opinion of TLS, QIV or PharmaCo (as the
case may be) (i) gives reasonable grounds for believing that Holdco may not (or may be unable
to) perform or comply with any one or more of Holdco’s obligations under this Agreement or
(ii) has or could have any other material adverse effect on Holdco or Newco1; or






	(u)	 	any event occurs which, under the laws of any applicable jurisdiction, has an analogous or
equivalent effect to any of the events referred to in this clause 12.1.




12.2 Any of TLS, QIV and PharmaCo (each, a Lender) may at any time after the occurrence of an Event
of Default by notice in writing to the other two Lenders (Event of Default Notice) notify them of
the occurrence of an Event of Default. Each of the other two Lenders shall within 10 Business Days
upon receipt of the Event of Default Notice give notice in writing to the first Lender indicating
whether or not it elects to join the first Lender in declaring the occurrence of




Page 8









 







such Event of
Default. If any one or two of the other two Lenders fail(s) to serve such notice upon the expiry of
the aforesaid 10-Business Day period, it (they) shall be deemed to have elected not to join the
first Lender in declaring the occurrence of such Event of Default. The declaring Lender(s) shall
immediately upon expiry of the aforesaid 10-Business Day period by notice in writing to Holdco
declare the occurrence of an Event of Default whereupon:





	(a)	 	any and all amounts outstanding to the declaring Lender(s) under the Loans shall become
immediately due and payable to the declaring Lender(s) without any demand or notice which is
hereby expressly waived;






	(b)	 	the declaring Lender(s) shall be entitled to exercise forthwith all or any of its(their)
respective rights, powers or remedies under this Agreement; and






	(c)	 	any and all of the obligations of the declaring Lender(s) under this Agreement shall be
automatically cancelled (including the commitment of the declaring Lender(s) to extend the
facilities under clause 2.1).




12.3 All payments to be made by Holdco to the declaring Lender(s) under clause 12.2 shall be
applied as follows:





	(a)	 	if there is only one declaring Lender, all payments to be made by Holdco under clause 12.2
shall be made to the declaring Lender; and






	(b)	 	if there are two or three declaring Lenders, all payments to be made by Holdco under clause
12.2 shall be made to the declaring Lenders pro-rata to the amount of Loans owing by Holdco to
the declaring Lenders.




For the avoidance of doubt, the non-declaration of an Event of Default by the non-declaring
Lender(s) shall be without prejudice to the rights of the non-declaring Lender(s) to declare the
occurrence of an Event of Default in respect of such Event of Default or any other Event of Default
at any time.





	13.	 	PharmaCo Event of Default




13.1 If at any time and for any reason, whether within or beyond the control of any party to this
Agreement, PharmaCo or ZPH (as the case may be) commits a material breach of any covenants,
conditions or obligations on its part to be performed and observed under any of the Transaction
Documents to which it is a party, and where such breach is capable of remedy, PharmaCo or ZPH (as
the case may be) shall have failed to remedy such breach to the reasonable satisfaction of TLS and
QIV (i) within the period of 30 days in respect of a breach under any of the Transaction Documents
(except for the Newco2 Distribution Agreement and the Newco2 Services Agreement); or (ii) as soon
as possible, but in any event, no later than 90 days in respect of a breach under the Newco2
Distribution Agreement or the Newco2 Services Agreement, following written notification from TLS
and/or QIV that such breach has occurred, such an occurrence shall constitute an event of default
by PharmaCo (PharmaCo Event of Default) under this Agreement.



13.2 Each of TLS and QIV may at any time after the occurrence of a PharmaCo Event of Default by
notice in writing to the other (PharmaCo Event of Default Notice) notify it of the occurrence of a
PharmaCo Event of Default. QIV or TLS (as the case may be) shall within 10 Business Days upon
receipt of the PharmaCo Event of Default Notice give notice in writing to TLS or QIV (as the case
may be) indicating whether or not it elects to join TLS or QIV (as the case may be) in declaring
the occurrence of such PharmaCo Event of Default. If QIV or TLS (as the case may be) fails to serve
such notice upon the expiry of the aforesaid 10-Business Day period, it shall be deemed to have
elected not to join TLS or QIV (as the case may be) in declaring the occurrence of such PharmaCo
Event of Default. TLS and/or QIV who is(are) the declaring Lender(s) shall immediately upon expiry
of the aforesaid 10-Business Day period by notice in writing to PharmaCo declare the occurrence of
a PharmaCo Event of Default whereupon:




Page 9









 









	(a)	 	any and all amounts outstanding to the declaring Lender(s) under the Loans shall become
immediately due and payable to the declaring Lender(s) without any demand or notice which is
hereby expressly waived;






	(b)	 	the declaring Lender(s) shall be entitled to exercise forthwith all or any of its or their
rights, powers or remedies under this Agreement; and






	(c)	 	any and all of the obligations of the declaring Lender(s) under this Agreement shall be
automatically cancelled (including the commitment to extend the facilities under clause 2.1).




13.3 All payments to be made by Holdco to the declaring Lender(s) under clause 13.2 shall be
applied as follows:





	(a)	 	if only one of TLS or QIV is a declaring Lender, all payments to be made by Holdco under
clause 13.2 shall be made to the declaring Lender; and






	(b)	 	if both TLS and QIV are declaring Lenders, all payments to be made by Holdco under clause
13.2 shall be made to TLS and QIV pro-rata to the amount of Loans owing by Holdco to TLS and
QIV.




For the avoidance of doubt, the non-declaration of a PharmaCo Event of Default by TLS and/or QIV
shall be without prejudice to the rights of TLS and/or QIV to declare the occurrence of a PharmaCo
Event of Default at any time.





	14.	 	QIV Event Of Default




14.1 If at any time and for any reason, whether within or beyond the control of any party to this
Agreement, QIV or QTC (as the case may be) commits a material breach of any covenants, conditions
or obligations on its part to be performed and observed under any of the Transaction Documents to
which it is a party, and where such breach is capable of remedy, QIV or QTC (as the case may be)
shall have failed to remedy such breach to the reasonable satisfaction of TLS and PharmaCo (i)
within the period of 30 days in respect of a breach under any of the Transaction Documents (except
for the Newco3 Master Services Agreements); or (ii) as soon as possible, but in any event, no later
than 90 days in respect of a breach under any of the Newco3 Master Services Agreements, following
written notification from TLS and/or PharmaCo that such breach has occurred, such an occurrence
shall constitute an event of default by QIV (QIV Event of Default) under this Agreement.



14.2 Each of TLS and PharmaCo may at any time after the occurrence of a QIV Event of Default by
notice in writing to the other (QIV Event of Default Notice) notify it of the occurrence of a QIV
Event of Default. PharmaCo or TLS (as the case may be) shall within 10 Business Days upon receipt
of the QIV Event of Default Notice give notice in writing to TLS or PharmaCo (as the case may be)
indicating whether or not it elects to join TLS or PharmaCo (as the case may be) in declaring the
occurrence of such QIV Event of Default. If PharmaCo or TLS (as the case may be) fails to serve
such notice upon the expiry of the aforesaid 10-Business Day period, it shall be deemed to have
elected not to join TLS or PharmaCo (as the case may be) in declaring the occurrence of such QIV
Event of Default. TLS and/or PharmaCo who (is)are the declaring Lender(s) shall immediately upon
expiry of the aforesaid 10-Business Day period by notice in writing to QIV declare the occurrence
of a QIV Event of Default whereupon:





	(a)	 	any and all amounts outstanding to the declaring Lender(s) under the Loans shall become
immediately due and payable to the declaring Lender(s) without any demand or notice which is
hereby expressly waived;






	(b)	 	the declaring Lender(s) shall be entitled to exercise forthwith all or any of its or their
rights, powers or remedies under this Agreement; and




Page 10









 












	(c)	 	any and all of the obligations of the declaring Lender(s) under this Agreement shall be
automatically cancelled (including the commitment to extend the facilities under clause 2.1).




14.3 All payments to be made by Holdco to the declaring Lender(s) under clause 14.2 shall be
applied as follows:





	(a)	 	if only one of TLS or PharmaCo is a declaring Lender, all payments to be made by Holdco under
clause 14.2 shall be made to the declaring Lender; and






	(b)	 	if both TLS and PharmaCo are declaring Lenders, all payments to be made by Holdco under
clause 14.2 shall be made to TLS and PharmaCo pro-rata to the amount of Loans owing by Holdco
to TLS and PharmaCo.




For the avoidance of doubt, the non-declaration of a QIV Event of Default by TLS and/or PharmaCo
shall be without prejudice to the rights of TLS and/or PharmaCo to declare the occurrence of a QIV
Event of Default at any time.





	15.	 	TLS Event of Default




15.1 If at any time and for any reason, whether within or beyond the control of any party to this
Agreement, TLS commits a material breach of any covenants, conditions or obligations on its part to
be performed and observed under any of the Transaction Documents to which it is a party, and where
such breach is capable of remedy, TLS shall have failed to remedy such breach to the reasonable
satisfaction of PharmaCo and QIV within the period of 30 days following written notification from
PharmaCo and/or QIV that such breach has occurred, such an occurrence shall constitute an event of
default by TLS (TLS Event of Default) under this Agreement.



15.2 Each of PharmaCo and QIV may at any time after the occurrence of a TLS Event of Default by
notice in writing to the other (TLS Event of Default Notice) notify it of the occurrence of a TLS
Event of Default. QIV or PharmaCo (as the case may be) shall within 10 Business Days upon receipt
of the TLS Event of Default Notice give notice in writing to PharmaCo or QIV (as the case may be)
indicating whether or not it elects to join PharmaCo or QIV (as the case may be) in declaring the
occurrence of such TLS Event of Default. If QIV or PharmaCo (as the case may be) fails to serve
such notice upon the expiry of the aforesaid 10-Business Day period, it shall be deemed to have
elected not to join PharmaCo or QIV (as the case may be) in declaring the occurrence of such TLS
Event of Default. PharmaCo and/or QIV who (is)are declaring Lender(s) shall immediately upon
expiry of the aforesaid 10-Business Day period by notice in writing to TLS declare the occurrence
of a TLS Event of Default whereupon:





	(a)	 	any and all amounts outstanding to the declaring Lender(s) under the Loans shall become
immediately due and payable to the declaring Lender(s) without any demand or notice which is
hereby expressly waived;






	(b)	 	the declaring Lender(s) shall be entitled to exercise forthwith all or any of its or their
rights, powers or remedies under this Agreement; and






	(c)	 	any and all of the obligations of the declaring Lender(s) under this Agreement shall be
automatically cancelled (including the commitment to extend the facilities under clause 2.1).




15.3 All payments to be made by Holdco to the declaring Lender(s) under clause 15.2 shall be
applied as follows:





	(a)	 	if only one of PharmaCo or QIV is a declaring Lender, all payments to be made by Holdco
under clause 15.2 shall be made to such declaring Lender; and




Page 11









 












	(b)	 	if both PharmaCo and QIV are declaring Lenders, all payments to be made by Holdco under
clause 15.2 shall be made to PharmaCo and QIV pro-rata to the amount of Loans owing by Holdco
to PharmaCo and QIV.




For the avoidance of doubt, the non-declaration of a TLS Event of Default by PharmaCo and/or QIV
shall be without prejudice to the rights of PharmaCo and/or QIV to declare the occurrence of a TLS
Event of Default at any time.





	16.	 	Repayment Upon Exercise of QIV Put Option or TLS and PharmaCo Call Option




QIV may at the completion of the sale and purchase of shares under the QIV Put Option or TLS and
PharmaCo Call Option (QIV Repayment Event) or at any time thereafter by notice in writing declare
the occurrence of a QIV Repayment Event whereupon:





	(a)	 	any and all amounts outstanding to QIV under the Loans shall become immediately due and
payable to QIV without any demand or notice which is hereby expressly waived;






	(b)	 	QIV shall be entitled to exercise forthwith all or any of its rights, powers or remedies
under this Agreement; and






	(c)	 	any and all of the obligations of QIV under this Agreement shall be automatically cancelled
(including the commitment to extend the facilities under clause 2.1).






	17.	 	Expenses And Stamp Duty




Whether or not any of the Aggregate TLS Loan, QIV Cash Loan, PharmaCo Cash Loan and PharmaCo
Shortfall Loan is utilised under this Agreement, Holdco shall pay on a full indemnity basis:





	(a)	 	on demand, all costs and expenses (including legal costs on an indemnity basis) incurred by
TLS, QIV and/or PharmaCo (as the case may be) in protecting or enforcing any of its rights
under this Agreement and/or any such amendment or waiver; and






	(b)	 	promptly, and in any event before any interest or penalty becomes payable, any stamp,
documentary, registration or similar tax payable in connection with the entry into,
registration, performance, enforcement or admissibility in evidence of this Agreement and/or
any such amendment or waiver, and shall indemnify TLS, QIV or PharmaCo (as the case may be)
against any liability with respect to or resulting from any delay in paying or omission to pay
any such tax.






	18.	 	Illegality




18.1 If any change in or introduction of any applicable law, regulation or treaty, or any change in
the interpretation or application thereof, shall make it unlawful under this Agreement for TLS, QIV
or PharmaCo (as the case may be) to make available or fund or maintain any of the Loans or
drawings, TLS, QIV or PharmaCo (as the case may be) shall give notice thereof to Holdco, whereupon
Holdco will repay all amounts outstanding under this Agreement together with any other amounts
payable to TLS, QIV or PharmaCo (as the case may be) under this Agreement within such period as may
be permitted by such law, regulation or treaty, or the change in the interpretation or application
thereof, or, if no such period is stated therein, forthwith.



18.2 If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.




Page 12









 









	19.	 	Waivers, Rights and Remedies




19.1 No failure or delay by any party in exercising any right or remedy provided by law under or
pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver
or variation of it or preclude its exercise at any subsequent time and no single or partial
exercise of any such right or remedy shall preclude any other or further exercise of it or the
exercise of any other right or remedy.



19.2 The rights and remedies of any party under or pursuant to this Agreement are several,
cumulative, may be exercised independently of the other parties and as often as such party
considers appropriate and are in addition to its rights and remedies under general law.





	20.	 	Assignment




20.1 Each of TLS, QIV and PharmaCo hereby undertakes to the other parties that in the event it
transfers any of its shares in the capital of Holdco (Transferor) to any person (Transferee), it
shall transfer to the Transferee, and ensure that the Transferee accepts a transfer of, a
proportion of the relevant Loan(s) equal to the proportion which the number of shares the subject
of such transfer shall bear to the aggregate number of shares held by the Transferor in Holdco
immediately prior to such share transfer, in accordance with clause 24.10 of the Amended and
Restated Shareholders’ Agreement Provided that this provision shall not apply to (a) a transfer of
QIV’s shares in Holdco pursuant to the exercise of the QIV Put Option or TLS and PharmaCo Call
Option and (b) a transfer of any party’s shares in Holdco pursuant to clause 25 of the Amended and
Restated Shareholders’ Agreement. In any other case:





	 	(i)	 	any of TLS, QIV and PharmaCo may at its own cost and expense by
giving the other parties and Holdco 7 Business Days’ written notice assign all
or any part of its rights (but not its obligations) under this Agreement,
Provided however that if such assignment is made to a party or parties other
than affiliates of TLS, QIV or PharmaCo (as the case may be), the assigning
party shall first obtain the written consent of the other parties of this
Agreement to the assignment; and
	 
	 	(ii)	 	any of TLS, QIV and PharmaCo may, without the consent of Holdco
but with the written consent of the other parties, transfer all or any part of
its obligations under this Agreement.




20.2 Holdco may not assign all or any part of its rights and/or transfer all or any part of its
obligations under this Agreement without the prior written consent of TLS, QIV and PharmaCo.



20.3 Save as provided in this clause 20, none of the parties shall assign any of its rights and
benefits under this Agreement without the prior written consent of the other parties.





	21.	 	Time Of Essence




Any time or period mentioned in any provision of this Agreement may be extended by mutual agreement
between the parties but as regards any time, date or period originally fixed or any time, date or
period so extended, the aforesaid time shall be of the essence.





	22.	 	Notices




22.1 Any notice or other communication to be given by one party to another under, or in connection
with, this Agreement shall be in writing and signed by or on behalf of the party giving it. It
shall be served by sending it by fax to the number set out in clause 22.2 or delivering it by hand
or sending it by pre-paid post, to the address set out in clause 22.2, and in each case marked for
the attention of the relevant party set out in clause 22.2 (or as otherwise notified from time to
time in accordance with the provisions of this clause 22). Any notice so served by hand, fax or
post shall be deemed to have been duly given:




Page 13









 









	(a)	 	in the case of delivery by hand, when delivered;
	 
	(b)	 	in the case of fax, at the time of transmission; and
	 
	(c)	 	in the case of post, on the second Business Day after the date of posting (if sent by local
mail) and on the seventh Business Day after the date of posting (if sent by air mail),




provided that in each case where delivery by hand or by fax occurs after 6 pm on a Business Day or
on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next
following Business Day.



References to time in this clause are to local time in the country of the addressee.



22.2 The addresses and fax numbers of the parties for the purpose of clause 22.1 are as follows:




	 	 	 	 	 
	(a)

	 	TLS	 	 
	 

	 	Address:
	 	60B Orchard Road
	 

	 	 	 	#06-18 Tower 2 The Atrium @ Orchard
	 

	 	 	 	Singapore 238891
	 

	 	Fax:
	 	+65 6828 6137
	 

	 	For the attention of:
	 	Tan Suan Swee/Derek Lau/Dawn Chan
	 
	 	 	 	 
	(b)

	 	QIV	 	 
	 

	 	Address:
	 	c/o Quintiles Transnational Corp.
	 

	 	 	 	4709 Creekstone Drive
	 

	 	 	 	Durham, NC 27560, United States of America
	 

	 	Fax:
	 	+1 919 998 2759
	 

	 	For the attention of:
	 	John Russell, Esq., General Counsel
	 
	 	 	 	 
	(c)

	 	PharmaCo	 	 
	 

	 	Address:
	 	c/o Interpharma Asia Pacific Ltd
	 

	 	 	 	6-8 Harbour Road
	 

	 	 	 	13th Floor Shui On Center
	 

	 	 	 	Wanchai, Hong Kong
	 

	 	Fax:
	 	+852 2877 5647
	 

	 	For the attention of:
	 	Chief Financial Officer
	 
	 	 	 	 
	(d)

	 	Holdco	 	 
	 

	 	Address:
	 	150 Beach Road#25-03/04
	 

	 	 	 	The Gateway West
	 

	 	 	 	Singapore 189720
	 

	 	Fax:
	 	+65 6396 5710
	 

	 	For the attention of:
	 	Chief Financial Officer
	 
	 	 	 	 
	 

	 	With a copies to:	 	 
	 
	 	 	 	 
	(i)

	 	TLS	 	 
	 

	 	Address:
	 	60B Orchard Road
	 

	 	 	 	#06-18 Tower 2 The Atrium @ Orchard
	 

	 	 	 	Singapore 238891
	 

	 	Fax:
	 	+65 6828 6137
	 

	 	For the attention of:
	 	Tan Suan Swee/Derek Lau/Dawn Chan






Page 14









 






	 	 	 	 	 
	(ii)

	 	QIV	 	 
	 

	 	Address:
	 	c/o Quintiles Transnational Corp.
	 

	 	 	 	4709 Creekstone Drive
	 

	 	 	 	Durham, NC 27560, United States of America
	 

	 	Fax:
	 	+1 919 998 2759
	 

	 	For the attention of:
	 	John Russell, Esq., General Counsel
	 
	 	 	 	 
	(iii)

	 	PharmaCo	 	 
	 

	 	Address:
	 	c/o Interpharma Asia Pacific Ltd
	 

	 	 	 	6-8 Harbour Road
	 

	 	 	 	13th Floor Shui On Center
	 

	 	 	 	Wanchai, Hong Kong
	 

	 	Fax:
	 	+852 2877 5647
	 

	 	For the attention of:
	 	Chief Financial Officer; and





22.3 A party may notify the other parties of a change to its name, relevant addressee, address or
fax number for the purposes of this clause 22 provided that, such notice shall only be effective
on:





	(a)	 	the date specified in the notice as the date on which the change is to take place; or
	 
	(b)	 	if no date is specified or the date specified is less than 5 Business Days after the date on
which notice is given, the date following 5 Business Days after notice of any change has been
given.




22.4 In proving such service it shall be sufficient to prove that the envelope containing such
notice was properly addressed and delivered either to the address shown thereon or into the custody
of the postal authorities as a pre-paid recorded delivery, special delivery or registered post
letter, or that the facsimile transmission was made after obtaining in person or by telephone
appropriate evidence of the capacity of the addressee to receive the same, as the case may be.





	23.	 	Counterparts




This Agreement may be executed by the parties in any number of counterparts, each of which is an
original but all of which together constitute one and the same instrument. Any party may enter
into this Agreement by executing any such counterpart.





	24.	 	Governing Law and Arbitration 




24.1 This Agreement and the relationship between the parties shall be governed by, and interpreted
in accordance with, the laws of Singapore.



24.2 Any dispute, whether contractual or not, arising out of or in connection with this Agreement
(including any question regarding its existence, validity or termination) shall be referred to and
finally resolved by arbitration in Geneva, conducted in the manner set out below. The UNCITRAL
Arbitration Rules shall govern any arbitration under this clause 24.



24.3 The arbitration tribunal shall consist of 3 arbitrators, one to be appointed by each of TLS,
QIV and PharmaCo. The language of the arbitration shall be English.



24.4 Any dispute over the applicability of this clause 24 and/or the UNCITRAL Arbitration Rules
shall be referred to the arbitration tribunal, who shall use best efforts to deliver a decision,
reached without holding an oral hearing if the arbitration tribunal so determines, to resolve the
dispute within 21 days after the matter is referred to it. The decision of the arbitration
tribunal shall be final and binding on the parties.



24.5 The parties agree to appoint the International Chamber of Commerce to administrate the
arbitration proceedings.




Page 15









 









	25.	 	No Rights Under Contracts (Rights of Third Parties) Act (Cap. 53B)




A person who is not a party to this Agreement shall have no right under the Contracts (Rights of
Third Parties) Act (Cap. 53B) to enforce any of its terms.





	26.	 	Further Assurance




Each of the parties agrees to perform (or procure the performance of) all further acts and things,
and execute and deliver (or procure the execution and delivery of) such further documents, as may
be required by law or as may be necessary to implement and/or give effect to this Agreement and the
transactions contemplated under it.




Page 16









 








THE SCHEDULE




INTERPRETATION



In this Agreement and the Schedule, unless the context otherwise requires:





	(i)	 	the following words shall have the following meanings:
	 
	 	 	Business Day means a day (excluding Saturdays, Sundays and public holidays) on which
banks generally are open in Singapore, Hong Kong and the United States for the transaction
of normal banking business;
	 
	 	 	drawings has the meaning given to it by clause 6;
	 
	 	 	FY2004 means financial year ended 31 December 2004;
	 
	 	 	Loans means the Aggregate TLS Loan, Aggregate QIV Loan and Aggregate PharmaCo Loan advanced
or to be advanced by the relevant party to this Agreement or, as the case may be, the
outstanding principal amount of such loans, and a Loan shall be construed accordingly;
	 
	 	 	Newco2 means PharmaLink Asia Pacific Pte. Ltd. (Co. Reg. No. 200500937C), a private limited
company incorporated in Singapore with its registered office at 150 Beach Road, #25-03/04
The Gateway West, Singapore 189720;
	 
	 	 	Newco2 Consideration Shares shall have the meaning ascribed to “Consideration Shares” in
the Newco2 Put & Call Option Agreement;
	 
	 	 	Newco2 Distribution Agreement shall have the meaning ascribed to “Distribution Agreement”
in the Newco2 Put & Call Option Agreement;
	 
	 	 	Newco2 Master Business Transfer Agreement shall have the meaning ascribed to “Master
Business Transfer Agreement” in the Newco2 Put & Call Option Agreement;
	 
	 	 	Newco2 Services Agreement shall have the meaning ascribed to “Services Agreement” in the
Newco2 Put & Call Option Agreement;
	 
	 	 	Newco2 Term Loan Facility Agreements shall have the meaning ascribed to “Term Loan Facility
Agreements” in the Newco2 Put & Call Option Agreement;
	 
	 	 	Newco3 means Innovex Asia Holdings Pte. Ltd. (Co. Reg. No.: 200515117Z), a private limited
company incorporated in Singapore with its registered office at 9 Raffles Place, #32-00
Republic Plaza, Singapore 048619;
	 
	 	 	Newco3 Completion Date means the date on which Newco3 Completion occurs;
	 
	 	 	Newco3 Consideration Shares shall have the meaning ascribed to “Consideration Shares” in
the Newco3 Put & Call Option Agreement;
	 
	 	 	Newco3 Master Business Transfer Agreement shall have the meaning ascribed to “Master
Business Transfer Agreement” in the Newco3 Put & Call Option Agreement;
	 
	 	 	Newco3 Master Services Agreements shall have the meaning ascribed to “Master Services
Agreements” in the Newco3 Put & Call Option Agreement;
	 
	 	 	Newco3 Term Loan Facility Agreements shall have the meaning ascribed to “Term Loan Facility
Agreements” in the Newco3 Put & Call Option Agreement;




Page 17









 






	 	 	PharmaLink Business means the business of providing (a) marketing services for patented and
off-patent branded ethical research based pharmaceutical and healthcare products through
agency or contract sales organisation (CSO) arrangements and (b) regulatory services
including advisory services on regulatory environment, activities pertaining to the
registration of patented and off-patent branded ethical research based pharmaceutical and
healthcare products with the relevant regulatory bodies and product licence holding, market
research services and sales and development programmes under the name and style of
“PharmaLink” as an unincorporated business division of ZPH and its subsidiaries;
	 
	 	 	PharmaLink’s Operating Profit means the earnings before interest and tax of the PharmaLink
Business. It shall be calculated after deducting (a) management fees paid to ZPH and its
subsidiaries engaged in the PharmaLink Business of up to 2% of revenue (with revenue
defined as invoiced sales exclusive of value added tax, goods and services and other
consumption tax); and (b) distribution charges paid to ZPH and its subsidiaries in
connection with the PharmaLink Business. It shall exclude (i) non-recurring extraordinary
or exceptional operating profit including any gains made or losses incurred on disposals of
fixed assets; and (ii) amounts written back for doubtful debts, provisions for obsolescence
or other payables created in periods prior to 1 January 2004;
	 
	 	 	PharmaLink’s Proforma Financial Statements 2004 means the proforma financial statements for
the PharmaLink Business for FY2004, prepared on a basis consistent with the normal basis of
preparation of management accounts, using the same accounting principles, policies and
practices, and, so far as consistent with the foregoing, International Financial Reporting
Standards (or GAAP under which ZPH reports). The proforma financial statements should
reflect all costs of running the business on a stand alone basis;
	 
	 	 	QIV Put Option shall have the meaning ascribed to “Vendor Put Option” in the Newco3 Put &
Call Option Agreement;
	 
	 	 	QTC means Quintiles Transnational Corp. (Co. Reg. No. 0274393), a corporation incorporated
in North Carolina, United States of America with its principal address at 4709 Creekstone
Drive, Suite 200, Durham, NC 27703, United States of America;
	 
	 	 	Quintiles’ Business means the business providing sales and marketing services in India,
Korea, Australia and New Zealand for ethical research based pharmaceutical products through
contract sales organisation arrangements under the name and style of “Innovex”;
	 
	 	 	Quintiles’ Operating Profit means the earnings before interest and tax of Quintiles’
Business. It shall be calculated after (a) including or excluding (as the case may be) a
share of common overhead expenses for shared services in the respective countries in which
Quintiles’ Business is carried on and (b) including information technology support expenses
paid to QTC. It shall exclude (i) non-recurring extraordinary or exceptional operating
profit including any gains made or losses incurred on disposals of fixed assets; and (ii)
amounts written back for doubtful debts, provisions for obsolescence or other payables
created in the periods prior to 1 January 2004;
	 
	 	 	Quintiles’ Proforma Financial Statements 2004 means the proforma financial statements for
Quintiles’ Business for FY2004, prepared on a basis consistent with the normal basis of
preparation of management accounts, using the same accounting principles, policies and
practices, and, so far as consistent with the foregoing, International Financial Reporting
Standards (or GAAP under which QTC reports). The proforma financial statements should
reflect all costs of running the business on a stand alone basis;
	 
	 	 	TLS and PharmaCo Call Option shall have the meaning ascribed to “TLS and PharmaCo Call
Option” in the Newco3 Put & Call Option Agreement;




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	 	 	Transaction Documents means:






	 	(a)	 	(i) this Agreement, (ii) the Amended and Restated Shareholders’ Agreement,
(iii) the Newco2 Put & Call Option Agreement as supplemented by the Supplemental
Agreements and (iv) the Newco3 Put & Call Option Agreement;
	 
	 	(b)	 	the Newco2 Master Business Transfer Agreement, Newco2 Term Loan Facility
Agreements, Newco2 Services Agreement and Newco2 Distribution Agreement; and
	 
	 	(c)	 	the Newco3 Master Business Transfer Agreement, Newco3 Term Loan Facility
Agreements and Newco3 Master Services Agreements,






	 	 	and includes any such agreement as amended from time to time; and
	 
	 	 	ZPH means Zuellig Pharma Holdings Limited (Co. Reg. No. LL01201), a company incorporated in
Labuan, Malaysia and having its registered office at Brumby House, 1st Floor, Jalan Bahasa,
87011 Labuan, F.T. Labuan, Malaysia;
	 
	(ii)	 	references in this Agreement to any party include, where appropriate, that party’s personal
representatives and successors in title;
	 
	(iii)	 	references to persons shall include individuals, bodies corporate (wherever incorporated),
unincorporated associations and partnerships;
	 
	(iv)	 	words importing the singular shall, unless the context otherwise requires, include the plural
and vice versa; and words importing a specific gender shall include the other genders (i.e.
male, female and neuter);
	 
	(v)	 	the headings are inserted for convenience only and shall not affect the construction of this
Agreement;
	 
	(vi)	 	references to a statutory provision shall include such provision and any regulations made in
pursuance thereof as may from time to time be modified or re-enacted whether before or after
the date of this Agreement so far as such modification or re-enactment applies or is capable
of applying to any transactions entered into prior to completion and (so far as liability
thereunder may exist or can arise) shall include also any past statutory provisions or
regulations (as from time to time modified or re-enacted) which such provisions or regulations
have directly or indirectly replaced;
	 
	(vii)	 	references to any legal term used in any applicable jurisdiction (other than Singapore) for
any action, remedy, method of judicial proceeding, legal document, legal status, court,
official or any other legal concept shall be deemed to include the legal concept which most
nearly approximates in Singapore to that legal term;
	 
	(viii)	 	references to any transactions effected on or before completion include the combined result
of two or more transactions, the first of which shall have taken place (or be deemed to have
taken place) or the commencement of which shall have occurred (or be deemed to have occurred)
on or before completion;
	 
	(ix)	 	references to clauses, Recitals and Schedule are to the clauses of, recitals of, and schedule
to, this Agreement;
	 
	(x)	 	references to borrowed money includes any indebtedness (1) for or in respect of money
borrowed or raised (whether or not for cash), by whatever means (including acceptances,
deposits, discounting, factoring, finance leases, hire purchase, sale-and-lease back,
sale-and-repurchase and any form of “off-balance sheet” financing) or (2) for the deferred




Page 19









 






	 	 	purchase price of assets or services (other than goods or services obtained on normal
commercial terms in the ordinary course of trading);
	 
	(xi)	 	a guarantee also includes an indemnity, and any other obligation (howsoever described) of any
person to pay, purchase, provide funds for the payment of, indemnify against the consequences
of default in the payment of, or otherwise be responsible for, any indebtedness of any other
person (and guaranteed shall be construed accordingly);
	 
	(xii)	 	references to indebtedness includes any obligation (whether present or future, actual or
contingent, secured or unsecured, as principal, surety or otherwise) for the payment or
repayment of money;
	 
	(xiii)	 	something having a material adverse effect on a person is to it having a material adverse
effect (1) on its financial condition or business/operations or on the consolidated financial
condition or business/operations of it and its subsidiaries or (2) on its ability to perform
and comply with its obligations under this Agreement;
	 
	(xiv)	 	the word affiliate means, with respect to any person, any other person controlling,
controlled by, or under common control with, such person; and
	 
	(xv)	 	the word control (including its correlative meanings, controlled by, controlling and under
common control with) shall mean, with respect to a corporation, the right to exercise,
directly or indirectly, more than 50% of the voting rights attributable to the shares of the
controlled corporation or control of the composition of the board of directors of the
controlled corporation and, with respect to any person other than a corporation, the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person.




Page 20









 










This Agreement has been signed by or on behalf of the parties on the date stated at the beginning
of the document.




	 	 	 	 	 
	SIGNED
By Derek Lau

	 	 	)	   /s/ Derek Lau
	 

	 	 	)	 
	for and on behalf of

	 	 	)	 
	TLS BETA PTE. LTD.

	 	 	)	 
	in
the presence of: Dawn Chan

	 	 	)	   /s/ Dawn Chan
	 
	SIGNED
By Ron Wooten, President

	 	 	)	   /s/ Ron Wooten
	 

	 	 	)	 
	for and on behalf of

	 	 	)	 
	QUINTILES ASIA PACIFIC

	 	 	)	 
	COMMERCIAL HOLDINGS, INC.

	 	 	)	 
	in
the presence of: Eric Green, Assistant Secretary

	 	 	)	   /s/ Eric Green
	 
	SIGNED By Fritz Horlacher

	 	 	)	   /s/ Fritz Horlacher
	 

	 	 	)	 
	for and on behalf of

	 	 	)	 
	PHARMACO INVESTMENTS LTD

	 	 	)	 
	(formerly known as Transfarma Holdings Limited)
	 	 	)	 
	 

	 	 	)	 
	in
the presence of: Elaine J. Cheung

	 	 	)	   /s/ Elaine J. Cheung
	 
	SIGNED
By Derek Lau

	 	 	)	   /s/ Derek Lau
	 

	 	 	)	 
	for and on behalf of

	 	 	)	 
	ASIA PACIFIC PHARMACEUTICAL

	 	 	)	 
	HOLDINGS PTE. LTD.

	 	 	)	 
	in
the presence of: Dawn Chan

	 	 	)	   /s/ Dawn Chan







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