Stock Agreement



 Exhibit 10.17 
  
 EXECUTION COPY 
  
 SHARE PURCHASE AGREEMENT 
  
 between 
  
 REIBER CONSULTANCY B.V. 
  
 and 
  
 LIBERTATIS ERGO
HOLDING B.V. 
 as the Sellers, 
  
 and 
  
 BIO-IMAGING TECHNOLOGIES, INC. 
 as the Purchaser 
  

  
 for the acquisition by 
 the Purchaser of the entire issued share 
 capital of Heart Core B.V. 
  

  
 NautaDutilh 
 Strawinskylaan 1999 
 1077 XV Amsterdam








 TABLE OF CONTENTS 
  

					
	1.	  	INTERPRETATION	  	5
	1.1.	  	Definitions	  	5
	1.2.	  	Interpretation	  	9
	1.3.	  	Schedules and Annexes	  	10
	2.	  	PURCHASE, SALE AND TRANSFER OF THE SHARES	  	10
	2.1.	  	Purchase and sale of the Shares	  	10
	2.2.	  	Transfer of the Shares	  	10
	2.3.	  	Acknowledgement	  	11
	3.	  	PURCHASE PRICE AND PAYMENT	  	11
	3.1.	  	Purchase Price	  	11
	3.2.	  	Payment	  	11
	4.	  	Escrow	  	12
	5.	  	CLOSING	  	13
	5.1.	  	Place of Closing	  	13
	5.2.	  	Repayment of debt and release of guarantees	  	13
	5.3.	  	Further action to be taken at Closing	  	13
	6.	  	REPRESENTATIONS AND WARRANTIES	  	13
	6.1.	  	Representations and Warranties	  	13
	6.2.	  	Disclosures	  	14
	6.3.	  	Effects of Representations and Warranties and duty to investigate	  	14
	7.	  	COMPENSATION	  	14
	7.1.	  	General principle	  	14
	7.2.	  	Information with respect to Claim	  	15
	7.3.	  	Defence against Third Party Claims	  	15
	7.4.	  	Effect of Tax, specific provisions and insurance	  	16
	7.5.	  	Taxation on payments by the Sellers	  	16
	7.6.	  	Payment without deductions	  	16
	7.7.	  	No claims against Directors or Employees	  	17
	8.	  	LIMITATIONS TO COMPENSATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES OR COVENANTS	  	17
	8.1.	  	Limitations in time	  	17
	8.2.	  	Limitations as to amount of Compensation for breach of Representations or Warranties	  	18
	9.	  	SPECIFIC covenants	  	18
	10.	  	NON-COMPETITION	  	19
	11.	  	CONFIDENTIALITY	  	20
	12.	  	MISCELLANEOUS	  	20
	12.1.	  	Invalid provisions	  	20
	12.2.	  	Further action	  	21
	12.3.	  	Amendment	  	21

  

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	12.4.	  	Costs	  	21
	12.5.	  	No implied waiver; no forfeit of rights	  	21
	12.6.	  	Notice	  	21
	12.7.	  	Assignment or encumbrance	  	23
	12.8.	  	Civil Law Notary	  	23
	12.9.	  	Joint and several liability of the Sellers	  	23
	12.10.	  	Choice of Law	  	23
	12.11.	  	Disputes	  	23

  

			
	 	  	 Schedules

		
	1	  	Deed of Transfer
	2	  	Escrow Agreement
	3	  	Representations and Warranties
	4	  	Closing Balance Sheet
		
	 	  	Annexes
		
	 	  	Annex 2.3
	 	  	Annex 3.5
	 	  	Annex 3.6
	 	  	Annex 4.1A
	 	  	Annex 4.5
	 	  	Annex 5.4
	 	  	Annex 5.5
	 	  	Annex 6.1
	 	  	Annex 7.1
	 	  	Annex 8.2
	 	  	Annex 8.7
	 	  	Annex 8.10
	 	  	Annex 9.2
	 	  	Annex 10.5
	 	  	Annex 11.2
	 	  	Annex 11.4
	 	  	Annex 11.5A
	 	  	Annex 11.5B
	 	  	Annex 11.7
	 	  	Annex 12.2
	 	  	Annex 12.4
	 	  	Annex 12.5
	 	  	Annex 12.6
	 	  	Annex 13.1

  

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	 	 	 Annex 13.2

	 	 	 Annex 13.3

	 	 	 Annex 13.5

	 	 	 Annex 13.8

	 	 	 Annex 13.9

	 	 	 Annex 14.3A

	 	 	 Annex 14.4

	 	 	 Annex 14.11

	 	 	 Annex 14.13

	 	 	 Annex 15

	 	 	 Annex 16

	 	 	 Annex 17.4

	 	 	 Annex 19.1

	 	 	 Annex 19.4


  

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 SHARE PURCHASE AGREEMENT 
  
 THE UNDERSIGNED: 
  

	1.	Bio-Imaging Technologies Inc., a company organised under the laws of the State of Delaware, United States of America, whose principal office is at Newtown,
Pennsylvania, United States of America, (hereinafter referred to as the “Purchaser”); 

  
 and 
  

	2.	Reiber Consultancy B.V., a private company with limited liability incorporated under the laws of The Netherlands, whose corporate seat is at Rotterdam, The Netherlands
(hereinafter referred to as “Reiber”); 

  
 and 
  

	3.	Libertatis Ergo Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, whose corporate seat is at Leiden, The
Netherlands (hereinafter referred to as “Libertatis Ergo”); 

  
 (the latter two companies hereinafter jointly referred to as the “Sellers”); 
  
 WHEREAS 
  

	A.	The Purchaser wishes to purchase the Reiber Shares from Reiber and the Libertatis Ergo Shares from Libertatis Ergo; 

  

	B.	Reiber wishes to sell the Reiber Shares to the Purchaser. Libertatis Ergo wishes to sell the Libertatis Ergo Shares to the Purchaser; 

  

	C.	The Parties and the Company have signed the Letter of Intent; 

  

	D.	The Parties wish to lay down in this Agreement the terms and conditions of the sale and purchase of the Shares; 

  

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 NOW HEREBY AGREE AS FOLLOWS 
  

	1.	INTERPRETATION 

  

	1.1.	Definitions 

  
 The following capitalised terms and expressions in this Agreement shall have the following meanings: 
  

			
	Accounts	 	the balance sheet as at the Balance Sheet Date and the profit and loss account of the Company for the period ended on the Balance Sheet Date together with the explanatory notes
thereto
		
	Agreement	 	this agreement
		
	Annex	 	an annex to a Schedule
		
	Articles	 	the Articles of Association (statuten) of the Company, attached as Annex 3.5 to Schedule 3
		
	Authority	 	a supranational, national, provincial, municipal or other governmental authority or court of a relevant jurisdiction
		
	Balance Sheet Date	 	31 December 2003
		
	Business Day	 	a day on which banks are generally open in both The Netherlands and the United States of America
		
	Civil Law Notary	 	civil law notary Wijnand Bossenbroek or another civil law notary of NautaDutilh, or any of their deputies
		
	Claim	 	any claim for payment made by the Purchaser under this Agreement
		
	Closing	 	the completion of the Transaction on the Closing Date

  

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	Closing Balance Sheet	 	the balance sheet as at the Closing Balance Sheet Date
		
	Closing Balance Sheet Date	 	30 November 2004
		
	Closing Date	 	the date on which the Agreement is signed
		
	Company	 	Heart Core B.V., a company incorporated under the laws in The Netherlands, whose corporate seat is at Leiden, The Netherlands
		
	Compensation	 	an amount to be paid by the Sellers under a Claim pursuant to Clause 8
		
	Deed of Transfer	 	the notarial deed of transfer of the Shares referred to in Clause 2.2
		
	Director	 	a member of a board of management (bestuurder) or of a supervisory board (commissaris) or any other Person holding a similar position in a company in a jurisdiction other than The
Netherlands
		
	Employees	 	the employees of the Company listed in Annex 13.1 to Schedule 3
		
	Encumbrances	 	any rights of pledge, mortgage or usufruct, liens or attachments or similar charges
		
	Escrow Account	 	the escrow account referenced on Schedule A of the Escrow Agreement maintained with the Escrow Agent in which the Escrow Amount is deposited
		
	Escrow Agent	 	Wachovia Bank, National Association, a national banking association as escrow agent under the Escrow Agreement

  

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	Escrow Agreement	 	the escrow agreement between the Sellers, the Purchaser and the Escrow Agent attached as Schedule 2
		
	Escrow Amount	 	the balance of the Escrow Shares (as defined in the Escrow Agreement) and the Escrow Cash (as defined in the Escrow Agreement) deposited with the Escrow Agent, together with any dividends and/or
interest thereon on the Escrow Account
		
	Euro or EUR	 	Euro
		
	Guarantor	 	Johan Hendrikus Christiaan Reiber
		
	Insurance Policies	 	the insurance policies listed in Annex 10 to Schedule 3
		
	Lease Agreements	 	The lease agreements listed in Annex 8.2 to Schedule 3
		
	Letter of Intent	 	the letter signed by the Purchaser and the Company dated 21 September 2004
		
	Libertatis Ergo Shares	 	the 150 shares in the share capital of the Company numbered D1 up to and including D150
		
	Material and Materially	 	representing a value in excess of EUR 50,000 (fifty thousand Euro).
		
	NautaDutilh	 	NautaDutilh N.V., lawyers, civil law notaries and tax advisers, acting as advisers to the Purchaser.
		
	Net Asset Value	 	the sum of the paid-up part of the issued share capital, share premium reserve, other reserves and the balance of accumulated profits and losses of the Company

  

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	Parties	 	the parties to this Agreement
		
	Permits	 	licences, exemptions, consents or other authorisations or clearances, howsoever named, granted by an Authority
		
	Person	 	a natural person or a partnership, company, association, cooperative, mutual insurance society, foundation or any other body which operates externally as an independent unit or
organisation
		
	Purchaser’s Common Stock	 	175,853 shares of the Purchaser’s common stock with a USD 0.00025 par value per share
		
	Purchase Price	 	the purchase price for the Shares referred to in Clause 3
		
	Real Property Rented	 	the real property listed in listed in Annex 8.2 to Schedule 3
		
	Reiber Shares	 	the 450 shares in the share capital of the Company, A1 up to and including A150, B1 up to and including B150, and C1 up to and including C150
		
	Representations and Warranties	 	the representations and warranties set out in Schedule 3
		
	Schedule	 	a Schedule to this Agreement
		
	Shares	 	all of the 600 shares issued in the capital of the Company with a nominal value of EUR 45,38 each, divided in classes A, B, C, and D, each class containing 150 shares, and numbered per class
from 1 up to and including 150
		
	Tax	 	a tax, levy, duty, or other charge or withholding of a similar nature, as well as any contribution to any social security

  

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	 	 	or employee social security scheme, including any penalty, interest or costs payable in connection with any failure to pay or any delay in paying any of the same
		
	Tax Authority	 	an Authority competent to impose and/or collect Tax
		
	US Dollar or USD	 	U.S. dollar
		
	Third Party Claim	 	a claim made by a third party against the Company
		
	Transaction	 	the transaction contemplated by this Agreement.

  

	1.2.	Interpretation 

  

	 	a.	No provision of this Agreement shall be interpreted adversely against a Party solely because that Party was responsible for drafting that particular provision.


  

	 	b.	Words denoting the singular shall include the plural and vice versa. Words denoting one gender shall include another gender. 

  

	 	c.	English language words used in this Agreement intend to describe Dutch legal concepts only and the consequences of the use of those words in English law or any other foreign law
shall be disregarded. 

  

	 	d.	This Agreement has been drawn up in English. In the event of any discrepancy between the English text of this Agreement or any agreement resulting therefrom or relating thereto and
any translation thereof, the English language version shall prevail. Subject to Clause 1.2 (c), the English (United Kingdom) language version shall also prevail for interpretation purposes. 

  

	 	e.	References to any Dutch legal concept shall, in respect of any jurisdiction other than The Netherlands, be deemed to include the concept which in that jurisdiction most closely
approximates the Dutch legal concept. 

  

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	 	f.	The words “include”, “included” or “including” are used to indicate that the matters listed are not a complete enumeration of all matters covered.


  

	 	g.	The headings used in this Agreement are for convenience or reference only and are not to affect the construction of this Agreement or to be taken into consideration in the
interpretation of this Agreement. 

  

	 	h.	Unless otherwise stated, references to Clauses are to Clauses of this Agreement. 

  

	1.3.	Schedules and Annexes 

  
 Any Schedule and Annex referred to in this Agreement forms an integral and inseparable part of this Agreement. 
  

	2.	PURCHASE, SALE AND TRANSFER OF THE SHARES 

  

	2.1.	Purchase and sale of the Shares 

  
 Subject to the terms and conditions set out in this Agreement, the Purchaser hereby purchases the Reiber Shares from Reiber and Reiber hereby sells the
Reiber Shares to the Purchaser. 
  
 Subject to the terms and
conditions set out in this Agreement, the Purchaser hereby purchases the Libertatis Ergo Shares from Libertatis Ergo and Libertatis Ergo hereby sells the Libertatis Ergo Shares to the Purchaser. 
  

	2.2.	Transfer of the Shares 

  
 On the Closing Date Reiber shall transfer the Reiber Shares to the Purchaser through the execution of the Deed of Transfer before the Civil Law Notary. A
draft of the Deed of Transfer is attached hereto as Schedule 1. 
  
 On the Closing Date Libertatis Ergo shall transfer the Libertatis Ergo Shares to the Purchaser through the execution of the Deed of Transfer before the Civil Law Notary. A draft of the Deed of Transfer is attached hereto as Schedule
1. 
  

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	2.3.	Acknowledgement 

  
 The Sellers shall procure that the Company shall acknowledge the transfer of the Shares on the Closing Date by co-signing the Deed of Transfer and
immediately to enter such transfer in its register of shareholders. 
  

	3.	PURCHASE PRICE AND PAYMENT 

  

	3.1.	Purchase Price 

  
 The Purchase Price shall be a sum equal to EUR 1,700,000 payable as follows: 
  

	 	(A)	to Reiber in consideration of the Reiber Shares an amount of EUR 1,275,000 shall be payable, of which 

  

	 	(i)	an amount of EUR 637,500 shall be payable in cash 

  
 and 
  

	 	(ii)	the Purchaser’s Common Stock, 

  
 and 
  

	 	(B)	to Libertatis Ergo in consideration of the Libertatis Ergo Shares an amount of EUR 425,000 shall be payable in cash. 

  

	3.2.	Payment 

  
 The Purchase Price shall be paid on the Closing Date as follows: 
  


	 	(I)	The Purchaser shall transfer the sum of the cash amounts of the Purchase Price ultimately on the Closing Date to the bank account in the name of Kwaliteitsrekening Notarissen
Amsterdam NautaDutilh N.V. with ABN AMRO Bank N.V., account number 45.24.77.999 with reference to file number 50058973. 

  
 The Civil Law Notary is hereby instructed by the Parties immediately after the Deed of Transfer shall have been executed to release the sum of the cash
amounts of the Purchase Price as follows 
  

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	 	(a)	an amount of EUR 573,750 (five hundred seventy three thousand seven hundred and fifty Euro) to be transferred to the bank account of Reiber with Rabobank (account number
0170614875); 

  

	 	(b)	an amount of EUR 382,500 (three hundred eighty two thousand and five hundred Euro) to be transferred to the bank account of Libertatis Ergo with ABN AMRO bank (account number
603936105); and 

  

	 	(c)	an amount of EUR 106,250 (hundred six thousand two hundred fifty Euro (the Escrow Amount) to be transferred to the Escrow Account with Wachovia Bank, National Association (account
number 1572009437). 

  

	 	(II)	Subject to the Deed of Transfer having been executed on the Closing Date, the Purchaser shall transfer the Purchaser’s Common Stock as follows: 

  

	 	(a)	an amount of 158,268 shares of the Purchaser’s Common Stock to Reiber; and 

  

	 	(b)	an amount of 17,585 shares of the Purchaser’s Common Stock to the Escrow Account with Wachovia Bank, National Association (account number 1572009437). 


 
 The Parties hereby acknowledge that the transfer of the Purchaser’s
Common Stock will, as shall be evidenced by copies of an instruction letter and a legal opinion of Morgan, Lewis & Bockius LLP to the transfer agent, be effective as from the Closing Date, although the original stock certificates of the
Purchaser’s Common Stock will be delivered to Reiber and the Escrow Agent respectively within five (5) business days as from the Closing Date. 
  

	4.	ESCROW 

  
 Prior to or on the Closing Date the Parties shall open the Escrow Account with the Escrow Agent and shall execute the Escrow Agreement, is attached as
Schedule 2. The Escrow Agent shall operate the Escrow Account in accordance with the provisions of the Escrow Agreement. 
  

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 The Sellers shall be entitled to require that the Purchaser satisfy any Claim from the Escrow Account to
the extent that the Escrow Amount is adequate. 
  

	5.	CLOSING 

  

	5.1.	Place of Closing 

  
 Closing shall take place on the Closing Date at the offices of NautaDutilh in Amsterdam, The Netherlands. 
  

	5.2.	Repayment of debt and release of guarantees 

  
 The Sellers shall procure at Closing 
  

	 	a.	the repayment of any amount owed to the Company by the Sellers or by any group company of the Sellers (other than the Company), or by the Directors or employees of the Sellers or of
any such group company, regardless of whether or not such amount is due for repayment; 

  

	 	b.	the release of the Company from any guarantee, indemnity, letter of comfort or Encumbrance or other similar liability given or incurred by it for the benefit of (i) the Sellers or
any group company of the Sellers (other than the Company) or (ii) any of the Directors or employees of the Sellers or of any group company of the Sellers, whether actual or contingent. 

  

	5.3.	Further action to be taken at Closing 

  
 At Closing the Parties shall further take such action and shall sign such documents as shall be required to be taken or signed in order to complete the
Transaction. 
  

	6.	REPRESENTATIONS AND WARRANTIES 

  

	6.1.	Representations and Warranties 

  
 The Sellers represent and warrant to the Purchaser that each of the Representations and Warranties set out in Schedule 3 is true and accurate at
the moment of signing this Agreement and shall be true and accurate at the Closing, save to the extent that any disclosures have explicitly, specifically and unambiguously been made in this Agreement. 
  

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 Each of the Representations and Warranties shall be construed as a separate representation and/or
warranty and shall not be limited by the terms of any of the other Representations and/or Warranties, either expressly or by means of reference. 
  

	6.2.	Disclosures 

  
 Disclosures against any of the Representations and Warranties shall not be deemed to be disclosures against any other Representation and/or Warranty
unless such disclosure is explicitly repeated as a disclosure also against such other Representation and/or Warranty. 
  

	6.3.	Effects of Representations and Warranties and duty to investigate 

  

	6.3.1.	By giving the Representations and Warranties, the Sellers unconditionally accept the legal consequences set out in Clause 7 in the event that for whatever reason (including force
majeure, but excluding any reason which is imputable to the Purchaser) any fact or situation appears not to be as represented or warranted. 

  

	6.3.2.	In the event that any fact or situation appears not to be as represented or warranted the Sellers hereby expressly waive the right to argue in or out of court that in reliance upon
any action or omission on the part of the Purchaser or any Person acting for the Purchaser or upon the negotiations between the Parties it was entitled to assume that the Purchaser would investigate or further investigate such fact or situation
prior to Closing, save where the Sellers prove either that the Purchaser or such Person knew at that time that the fact or situation concerned was not as represented or warranted or that the breach of the Representation or Warranty is imputable to
the Purchaser. The aforegoing shall apply instead of Article 7:17 (5) of the Civil Code. 

  

	7.	COMPENSATION 

  

	7.1.	General principle 

  
 In the event of a breach of any of the Representations and Warranties, the Purchaser has the right to submit to the Sellers a Claim for Compensation
(without prejudice to any other right of the Purchaser, including the right 

  

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to demand specific performance). In that event, the Sellers shall pay to the Purchaser or, at the option of the Purchaser, to the Company and/or any of the
Subsidiaries, by way of correction to the Purchase Price an amount, necessary to put the Purchaser, the Company and the Subsidiaries in the financial position they would have been in if the facts or circumstances giving rise to such breach had not
occurred or arisen. Such amount shall be increased by interest at the rate referred to in Article 6:120(2) of the Civil Code from and including the Closing Date until and including the date of payment. 
  

	7.2.	Information with respect to Claim 

  
 Where the Purchaser considers making a Claim for Compensation it shall, within a period of two months as from discovery of the circumstances giving rise
to such Claim, notify the Sellers giving reasonable particulars of the facts relating to such Claim and its best estimate of the likely amount of the Claim. Such a notification given within such period shall be considered a notification within the
meaning of Article 7:23(1) of the Civil Code. 
  

	7.3.	Defence against Third Party Claims 

  
 Where a Claim of the Purchaser for Compensation is based upon or relates to a Third Party Claim, the Purchaser or the Company shall notify the Sellers of
such Third Party Claim within two months after becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken. The Purchaser shall, however, at its sole
discretion and subject to any restriction under any insurance policy, be entitled to take, or procure the Company to take, any action necessary to defend the Third Party Claim. The Purchaser shall use reasonable endeavours to strike a fair balance
between the interests of the Sellers in keeping the Compensation as low as possible and the interests of the Purchaser and the Company to maintain good business relations with the third party concerned. The Company shall not be under any obligation
to rely on any general terms and conditions. 
  
 The Parties will
cooperate with each other in dealing with any Third Party Claim and will allow each other access to all relevant books and records during normal business hours and at the place where the same are normally kept, with full right to make copies thereof
or take extracts therefrom. Such books and records shall be subject to a duty of 

  

 15 








 
confidentiality except for disclosure necessary for resolving such Third Party Claim or otherwise required by applicable law or stock exchange rules.

  

	7.4.	Effect of Tax, specific provisions and insurance 

  
 In determining the financial position the Purchaser would have been in if a breach of the Representations and Warranties had not occurred or arisen (as
referred to in Clause 7.1) the following factors shall be taken into account 
  

	 	a.	i.        any Tax refund actually received by the Company or 

  

	 	ii.	any reduction in Tax actually payable by the Company with respect to the financial year to which the Accounts relate or any preceding year, to the extent that such refund or
reduction is directly attributable to the facts giving rise to the Claim; and/or 

  

	 	b.	the release of any specific provision, which is directly attributable to the facts giving rise to the Claim, or in the Accounts; and/or 

  

	 	c.	any amount actually received by the Company under any insurance policy or from any third party, to the extent that such amount is directly attributable to the facts giving rise to
the Claim. 

  

	7.5.	Taxation on payments by the Sellers 

  
 If any payment by way of Compensation forms part of the Purchaser’s or the Company’s taxable profit (or reduces its Tax losses) the Sellers
shall pay to the Purchaser or the Company such additional amount (taking into account any Tax payable in respect of such additional amount) as will ensure that the Purchaser or the Company receives and retains a net amount equal to the full amount
which it would have received and retained had the payment not formed part of the Purchaser’s or the Company’s taxable profit (or reduced its Tax losses). 
  

	7.6.	Payment without deductions 

  
 All sums payable by the Sellers to the Purchaser or the Company pursuant to any Claim for Compensation shall be paid free and clear of any deductions or
withholdings whatsoever save only as may be required 

  

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by law. Where any deduction or withholding is required by law from any Compensation (save to the extent that the Purchaser or the Company may be credited for
such deduction or withholding), the Sellers shall be obliged to pay to the Purchaser or the Company such greater sum as will, after such deduction or withholding, leave the Purchaser or the Company with the same amount as it would have been entitled
to receive in the absence of any such deduction or withholding. 
  

	7.7.	No claims against Directors or Employees 

  
 The Sellers shall refrain from bringing any claim against any Director or Employee of the Company in respect of any information supplied by such Director
or Employee to the Purchaser or any of the persons authorised by the Purchaser in connection with the Company, save in the event of wilful intent or gross negligence. 
  

	8.	LIMITATIONS TO COMPENSATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES OR COVENANTS 

  

	8.1.	Limitations in time 

  
 Without prejudice to any rights the Purchaser may have under 
  

	 	(i)	the Representations and Warranties set out in Sections 1, 2, 3, 4, 18 and 19 of Schedule 3, which shall survive the Closing Date for the period during which any party can
commence proceedings, as a result of which the Purchaser becomes aware of a fact or situation the presence or absence of which the Sellers have warranted or represented under this Agreement (which period shall be extended by three (3) months in
order to enable the Purchaser to submit a Claim for Compensation), and 

  

	 	(ii)	the Representations and Warranties set out in Sections 12.2 and 12.4 of Schedule 3, which shall survive the Closing Date for a period of 36 months; 


 
 the Purchaser shall no longer be entitled to claim any Compensation for
breach of any of the other Representations and Warranties, upon expiry of eighteen (18) months from the Closing Date. 
  
 The above shall apply instead of Article 7:23(2) of the Civil Code. 
  

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	8.2.	Limitations as to amount of Compensation for breach of Representations or Warranties 

  

	8.2.1.	Maximum Compensation 

  
 The Purchaser shall not be entitled to claim any Compensation for breach of any of the Representations and Warranties insofar as the aggregate
Compensation due (other than for breach of any of the Representations and Warranties set out in the Sections referred to above) exceeds EUR 1,000,000 (one million Euro). 
  

	8.2.2	Threshold 

  
 The Purchaser shall not be entitled to any Compensation with respect to any Claim or Claims for breach of any of the Representations and Warranties unless the aggregate amount of Compensation due exceeds EUR 50,000
(fifty thousand Euro), but in that event the Sellers shall be liable for the whole amount of such Claim(s) and not merely for the excess. 
  

	9.	SPECIFIC COVENANTS 

  
 With respect to the Purchaser’s Common Stock to be acquired in connection with the purchase of the Shares under the Agreement: 
  

	 	a.	Reiber is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and


  

	 	b.	Reiber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Purchaser’s Common
Stock; and 

  

	 	c.	Reiber is receiving the Purchaser’s Common Stock for investment for its own account and not with a view to, or for resale in connection with, the distribution or other
disposition thereof, other than a distribution by Reiber to its stockholders or as otherwise contemplated hereby; and 

  

	 	d.	Reiber has been advised that the Purchaser’s Common Stock will be deemed to be restricted under the Securities Act, and that a restrictive legend in substantially the following
form shall be 

  

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 placed on the certificates representing such shares: 
  
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES ACT OF ANY STATE AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT OR APPLICABLE STATE
SECURITIES ACTS OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 
  

	10.	NON-COMPETITION 

  
 Each of Reiber and the Guarantor hereby undertakes towards both the Purchaser and the Company that it will not itself or allow any company of its group
without the prior written consent of the Purchaser 
  

	 	a.	for a period of three (3) years from the Closing Date in any capacity or in any way whatsoever in The Netherlands, either directly or indirectly be engaged in or concerned with, or
approach any Person with a view to being engaged in or concerned with, the conduct of any business involving the development or production of or the trading in any products developed, produced or traded, or the provision of services developed or
provided, by the Company as developed, produced, traded or provided at the Closing Date or which may compete therewith; 

  

	 	b.	for a period of three (3) years from the Closing Date persuade or cause, or attempt to persuade any employee or any distributor or commercial agent of the Company to terminate his
relationship with the Company, or employ or engage any such person within one (1) year of the effective termination of his relationship with the Company, or take any action that may result in the impairment of the relationship between such employee
or distributor or commercial agent and the Company; 

  

	 	c.	 for a period of three (3) years from the Closing Date persuade or 



  

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cause or attempt to persuade any customer, supplier of or Person otherwise doing business with the Company to terminate his relationship with the Company or
take any action that may result in the impairment of such relationship or assist or cause or attempt to assist any competitor of the Company in the conduct of any business referred to in paragraph (a) hereof; 
  

	 	d.	use the name Heart Core B.V. or any abbreviation thereof or any combination including such name, or the logo of the Company. 

  
 Without limiting the generality of the foregoing, the Sellers shall refrain
from knowingly taking any action which may adversely affect the business of the Company. The Sellers shall also ensure that none of the companies of their groups shall take any such action. 
  

	11.	CONFIDENTIALITY 

  
 Each Party undertakes that it will not at any time disclose or use, with detrimental effect for the other Party, any confidential information concerning this Agreement, or concerning the business and affairs of
the other Party, except 
  

	 	a.	to the extent required by applicable law or stock exchange rules or by any Authority; 

  

	 	b.	to its professional advisers subject to a duty of confidentiality and only to the extent necessary for any lawful purpose; and 

  

	 	c.	to the extent that at the date hereof or hereafter such information is public knowledge other than through unlawful disclosure of which that Party at the time of disclosure was or
could reasonably have been aware that it was unlawful. 

  

	12.	MISCELLANEOUS 

  

	12.1.	Invalid provisions 

  
 In the event that a provision of this Agreement is null and void or unenforceable (either in whole or in part), the remainder of this Agreement shall
continue to be effective to the extent that, given this Agreement’s substance and purpose, such remainder is not inextricably related to the null and void or unenforceable provision. The Parties shall make every effort to reach agreement on a
new clause which differs as little as possible from the null and void or unenforceable provision, taking into account the substance and purpose of this Agreement. 
  

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	12.2.	Further action 

  
 If at any time after Closing any further action is necessary or desirable in order to implement this Agreement, each Party shall at its own cost execute
and deliver any further documents and take all such necessary action as may reasonably be requested from each of it. 
  

	12.3.	Amendment 

  
 No amendment to this Agreement shall have any force or effect unless it is in writing and signed by the Parties. 
  

	12.4.	Costs 

  
 Each Party shall bear its own costs in connection with the preparation, negotiation and signing of this Agreement. 
  

	12.5.	No implied waiver; no forfeit of rights 

  

	 	a.	Any waiver under this Agreement must be given by notice to that effect. 

  

	 	b.	Where a Party does not exercise any right under this Agreement (which shall include the granting by a Party to any other Party of an extension of time in which to perform its
obligations under any provision hereof), this shall not be deemed to constitute a forfeit of any such rights (rechtsverwerking). 

  

	12.6.	Notice 

  

	 	12.6.1.	Any notice or other communication under or in connection with this Agreement shall be in writing and delivered by hand or sent by facsimile, by courier, or by registered mail and
shall be effective, in the absence of earlier receipt: 

  

	 	a.	 if sent by facsimile, two (2) business hours after receipt. Receipt shall be deemed to have occurred when transmission of such facsimile communication has been
completed and a positive transmission report has been produced by the transmitting 



  

 21 








 
machine. For the purposes of this provision, “business hour” shall mean any time between 09.00 and 18.00 hours on a Business Day in the country of
the addressee. 
  

	 	b.	if sent by courier service, three (3) days after dispatch, 

  

	 	c.	if sent by registered mail, three (3) days after dispatch. 

  

	12.6.2.	Notices under the Agreement shall be sent to the addresses of the Parties and the Company as specified below: 

  

			
	Purchaser	 	 
		
	Name	 	Bio-Imaging Technologies, Inc
	Address	 	826 Newtown Yardley Road
	 	 	Newtown, PA 18940
	 	 	United States of America
	Fax number	 	+1 267-757-3007
	Attn	 	Ted I. Kaminer
	With copy to	 	NautaDutilh N.V.
	Address	 	Strawinskylaan 1999
	 	 	1077 XV Amsterdam
	 	 	The Netherlands
	Fax number	 	+31 20 71 71 111
	Attn	 	Jaap Stoop
		
	Reiber	 	 
		
	Name	 	Reiber Consultancy B.V.
	Address	 	Nachtegaallaan 19
	 	 	3055 CN Rotterdam
	 	 	The Netherlands
	Fax number	 	+31 71 52 66 801
	E-mail	 	J.H.C.Reiber@lumc.nl
	 	 	hreiber@xs4all.nl
	Attn	 	Mr. J.H.C. Reiber
		
	Libertatis Ergo	 	 
		
	Name	 	Libertatis Ergo Holding B.V.
	Address	 	Rapenburg 70 kamer B0.09
	 	 	2311 EZ Leiden
	 	 	The Netherlands
	E-mail	 	hiddinga@leh.leidenuniv.nl
	Attn	 	Mr. B.P.Hiddinga

  

 22 








 or such other address as the Party to be given notice may have notified to the other Party from
time to time in accordance with this Clause for that purpose. 
  

	12.6.3.	The provisions of this Clause shall not apply in relation to the service of documents for the purpose of litigation. 

  

	12.7.	Assignment or encumbrance 

  
 No Party may assign this Agreement (contractsoverneming) or assign or encumber any of its rights thereunder without the prior written consent of
the others except that the Purchaser may assign this Agreement to a group company. 
  

	12.8.	Civil Law Notary 

  
 The Parties are aware of the fact that the Civil Law Notary works with NautaDutilh, the firm that advises the Purchaser in the Transaction. With reference
to the Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Parties hereby explicitly agree (i) that the Civil Law
Notary shall execute any notarial deeds related to this Agreement and (ii) that the Purchaser is assisted and represented by NautaDutilh in relation to this Agreement and any agreements that may be concluded, or disputes that may arise, in
connection therewith. 
  

	12.9.	Joint and several liability of the Sellers 

  
 The Sellers shall be jointly and severally (hoofdelijk) liable for the performance of their obligations under this Agreement. 
  

	12.10.	Choice of Law 

  
 This Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, without regard to any conflict of law rules
under Dutch private international law. 
  

	12.11.	Disputes 

  
 Any dispute arising in connection with this Agreement shall be submitted 

  

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to the jurisdiction of the competent court in Amsterdam, The Netherlands, which jurisdiction shall be exclusive subject to the next following sentence. The
submission to the jurisdiction of this court shall not limit the right of the Purchaser to institute proceedings in any other court of competent jurisdiction. 
  

This Agreement has been signed on 10 December 2004. 
  

			
	 For and on behalf of
 Bio-Imaging Technologies
Inc.
	 	 For and on behalf of
 Reiber Consultancy
B.V

		
	 /s/ Mark L. Weinstein

	 	 /s/ Johan Reiber


	By: M.L. Weinstein	 	By: J.H.C. Reiber
		
	For and on behalf of	 	 
	Libertatis Ergo Holding B.V.
		
	 /s/ B.P.Hiddinga

	 	 
	By: B.P.Hiddinga	 	 

  
  

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 The Guarantor hereby irrevocably and unconditionally (i) guarantees to the Purchaser, as its own independent obligation
and not merely by way of surety (borg), the punctual performance by Reiber of all of Reiber’s obligations under this Agreement and (ii) agrees with the Purchaser to be jointly and severally (hoofdelijk) liable with Reiber towards
the Purchaser for the punctual performance by Reiber of all of Reiber’s obligations under this agreement and (iii) agrees with the Purchaser that if and to the extent such punctual performance is not possible on the part of the Guarantor, to
compensate the Purchaser for any loss the Purchaser may suffer as a result of any default of Reiber under any obligation under this Agreement (tekortkoming in de nakoming van zijn verbintenis). 
  
 The Guarantor further hereby explicitly agrees that the Civil Law Notary shall execute any
notarial deeds required for the transfer of any of the Shares. 
  
 The Guarantor
further hereby explicitly acknowledges and accepts to its obligations under Clause 10. 
  

			
	 For and on behalf of

	Johan Hendrikus Christiaan Reiber
	
	 /s/ Johan Reiber


	 By:
	 	 Johan Hendrikus Christiaan Reiber


  

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